UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SPORTS INFORMATION & PUBLISHING CORP.
----------------------------------------------
(Name of small business issuer in its charter)

Colorado 2721 84-157960
- ------------------------------ ---------------------------- ------------------
(State or jurisdiction of (Primary Standard Industrial I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.

1869 W. Littleton Boulevard
Littleton, Colorado 80120
(303) 738-8994
(Address and telephone number of principal executive offices
and principal place of business)

Michael D. Tanner
Chairman of the Board and President
Sports Information & Publishing Corp.
1869 W. Littleton Boulevard
Littleton, Colorado 80120
(303) 738-8994
(Name, address and telephone number of agent for service)

Copies of all communications to:
David J. Babiarz, Esq.
Wendy H. Bird, Esq.
Overton, Babiarz & Associates, P.C.
7720 E. Belleview Ave., Suite 200
Greenwood Village, Colorado 80111
(303) 779-5900

Approximate date of proposed sale to the public: From time to time after the
Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ___________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ] ___________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ] ___________________

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each Proposed Proposed
class of securities Amount to maximum offering maximum aggregate Amount of
to be registered be registered price per share(1) offering price(1) registration fee(1)
- -------------------------------------------------------------------------------------------------

Common Stock, 1,000,000 $.15 $150,000 $30
$.001 par value

- ----------------------
(1) Based upon the most recent sale price of the Company's common stock.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

Subject to Completion. Dated: January ___, 2002

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS

SPORTS INFORMATION & PUBLISHING CORP.,
a Colorado corporation

This prospectus relates to 1,000,000 shares of common stock of Sports
Information & Publishing Corp. that may be offered for sale or otherwise
transferred from time to time by one or more of the selling stockholders
identified herein. The total net proceeds to the selling stockholders from the
sale of our shares will equal the sales price of such shares, less any
commissions. See "Plan of Distribution." We will not receive any of the proceeds
from the sale of the common stock by the selling stockholders. We will pay the
expenses incurred in registering the common stock, including legal and
accounting fees.

All of the 1,000,000 shares of common stock offered by this prospectus were
acquired by the selling stockholders in a private placement conducted by us
during spring and summer of 2001. See "Selling Stockholders."

There is no trading market for our common stock at present. Following
receipt of an effective date for the Registration Statement of which this
prospectus is a part, we intend to apply for quotation of our common stock on
the OTC Bulletin Board. However, there is no assurance that a market will
develop.

Our principal executive offices are located at 1869 W. Littleton Boulevard,
Littleton, Colorado 80120, our telephone number is (303) 738-8994, and our
website is located at www.gridpicks.com.

Investing in our common stock involves substantial risks. See "Risk
Factors" (page 3).

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.

Dated January ___, 2002

Table of Contents

SUMMARY.....................................................................1

THE COMPANY..............................................................1
OUR BUSINESS.............................................................1
FINANCIAL OPERATING RESULTS..............................................2
OUR GROWTH STRATEGY......................................................2
THE OFFERING.............................................................2
SELECTED FINANCIAL DATA..................................................3

Risk Factors................................................................3

RISKS ASSOCIATED WITH OUR FINANCIAL POSITION.............................3
RISKS ASSOCIATED WITH OUR BUSINESS.......................................4
RISKS ASSOCIATED WITH OUR COMMON STOCK...................................6

FORWARD-LOOKING STATEMENTS..................................................8

Management's Discussion and Analysis OR PLAN OF OPERATION...................8

INTRODUCTION.............................................................8
PLAN OF OPERATION........................................................9
LIQUIDITY...............................................................10
RESULTS OF OPERATIONS...................................................10
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS...........................11

OUR BUSINESS...............................................................11

BACKGROUND..............................................................11
PRODUCTS OF THE COMPANY.................................................11
DISTRIBUTION............................................................12
ADVERTISING AND PROMOTION...............................................13
CUSTOMERS...............................................................13
EMPLOYEES...............................................................13
FACILITIES..............................................................13
LEGAL PROCEEDINGS.......................................................13

MANAGEMENT.................................................................13

OFFICERS AND DIRECTORS..................................................13
CONSULTANTS.............................................................15
EXECUTIVE COMPENSATION..................................................16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................16

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.............17

SHAREHOLDINGS OF MANAGEMENT................................................17

PLAN OF DISTRIBUTION.......................................................21

Description of Our Common Stock............................................22

COMMON STOCK............................................................23
PREFERRED STOCK.........................................................23
CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION.....................23
LIMITATION OF DIRECTOR LIABILITY AND INDEMNIFICATION....................23
TRANSFER AGENT..........................................................25
DIVIDENDS...............................................................25

COMMISSION POSITION ON INDEMNIFICATION.....................................25

LEGAL MATTERS...........................................................26
EXPERTS.................................................................26

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS...........................26

SIGNATURES................................................................ 30

FINANCIAL STATEMENTS ....................................................F1-F10

SUMMARY

The Company

Sports Information & Publishing Corp. ("we" or the "Company") is a
Colorado corporation organized on March 1, 2001, to publish and distribute
sports-specific online publications. We publish sports information in a
newsletter format via e-mail at no charge to a targeted market, and hope to
generate revenues through subscription and pay-per-use products which will
provide additional in-depth information. We began offering pay-per-use
publications in October 2001.

We presently have 50 shareholders, very limited revenue and extremely
limited capitalization. We published and distributed our first newsletter in
late August of 2001, at the commencement of the 2001 football season. Our
newsletters have been distributed twice weekly since that date, and we currently
have approximately 1750 subscribers to our professional football newsletter and
1125 subscribers to our college football newsletter, each of which is offered
free of charge.

Our principal executive offices are located at 1869 W. Littleton Boulevard,
Littleton, Colorado 80120, our telephone number is (303) 738-8994, and our
website is located at www.gridpicks.com.

Our Business

We provide sports and related information services via electronic
application to the general public. Our target audience is sports enthusiasts in
the United States and portions of the Western hemisphere. As our information
services are currently limited to United States football, our audience is
presently national. However, in the future, we hope to expand our service to
include basketball and other team sports, thereby enlarging our potential
audience.

We market our service via targeted e-mails to a selected demographic group.
We hope to expand this marketing in the future through additional advertising,
maintenance and enhancement of our website and banner advertising on the
Internet. However, our marketing budget is currently limited.

We are presently a development stage company with very limited revenue.
However, we hope to generate additional revenue through the offering of premium
publications related to our information service. We also hope to generate
advertising revenue by offering advertising space on our website and our
periodic publications. Some highlights of our business include the following:

o We publish a free, biweekly, electronic newsletter providing
information about college and professional football in the United
States. This publication provides analysis of key match ups during the
week and is used as a means of attracting premium subscribers.

o We offer several premium publications providing more detailed and
expert analysis of college and professional football at a charge to
the user.

o Our information service includes sports related news, such as weather
at game venues, injury updates and other relevant information.

o We maintain a small staff of experienced employees and consultants,
including former professional football players, who provide valuable
insight into key match ups which we follow on a weekly basis.

o Subscribers to our biweekly newsletter currently total approximately
1,750 individuals, which we hope to increase in the future.

Financial Operating Results

We reported no revenue for the period from inception through September 30,
2001. Prior to the end of that period, we had only recently introduced our
premium subscription service. As a result, we will report very modest revenue
beginning in October, 2001. However, we anticipate reporting a loss from
operations for the foreseeable future, as we endeavor to implement our business
plan and increase our subscriber base.

For the period from March 1, 2001 (inception) through September 30, 2001,
we reported a net loss of $72,282, or $.02 per share.

Our Growth Strategy

The strategy for our growth in the future is to generate additional revenue
through expansion of our premium, pay-per-use service. This will require
additional premium subscribers through marketing of our current football
publications, as well as adding other sports information services. In the
immediate future, through our strategy of targeting a large number of
sports-minded individuals through the Internet, we hope to add to our subscriber
base who pay for the information which we provide. We hope this will be
accomplished through a combination of the quality of our publication and our
marketing efforts.

In the more distant future, we hope to expand the coverage of our
publication services beyond football. Projected for the 2002-2003 season, we
anticipate development and delivery of a basketball publication similar to Grid
Picks(TM). That publication is envisioned to provide comparable coverage of
college and professional basketball to sports enthusiasts.

As we gauge the effectiveness of our marketing strategy and the public's
receptiveness to our products and services, we will evaluate the addition of
other publications in the future.

The Offering

(a) Common stock offered: 1,000,000 shares to be sold by the selling
shareholders

(b) Common stock outstanding: 5,020,000 shares

Selected Financial Data

The following financial information summarizes the more complete historical
financial information at the end of this prospectus. Our independent public
accountants, Cordovano & Harvey, P.C., have audited the information for the
period from March 1, 2001 (inception) to September 30, 2001. You should read the
information below along with all other financial information and analysis in
this prospectus. Please do not assume that the results below indicate results
we will achieve in the future.

Period from inception
(March 1, 2001)
to September 30, 2001
-----------------------

Statement of Operations Data:
Revenues $ -0-
Operating expenses 72,136
Loss from operations (72,282)
Loss per share (.02)

Balance Sheet Data:
Current assets $ 60,525
Total assets 84,483
Current liabilities 4,745
Total stockholders' equity 79,738

RISK FACTORS

Please carefully consider the following risk factors before deciding to
invest in our common stock.

Risks Associated With Our Financial Position

Due to our limited operating history and lack of revenue, there is no
assurance that our business plan will be successful. The Company was organized
on March 1, 2001, and has an extremely limited operating history and no revenue.
Activities to date have been limited to developing the Company's business plan,
organizational efforts, obtaining financing, initial distribution of our free
newsletters and limited distribution of our premium publication. The Company
must be considered in the promotional stage and in the very early phases of its
development, embarking upon a new venture. Prospective investors should be aware
of the difficulties encountered by such enterprises, as the Company faces all
the risks inherent in any new business, including the absence of any prior
operating history, need for working capital, lack of market recognition and
competition. The likelihood of our success must be considered in light of such
problems, expenses and delays frequently encountered in connection with the
operation of a new business and the competitive environment in which we will be
operating.

Due to our extremely limited capitalization and lack of working capital, we
are dependent on achieving profitable operations and receipt of additional
financing to continue as a going concern. The Company has extremely limited
capitalization and is dependent on achieving profitable operations and receipt
of additional financing to continue as a going concern. We had no revenues at
September 30, 2001, and very limited revenues since that time. Due to our lack
of operating history, limited working capital and substantial operating losses,
the report of our independent accountants covering our financial statements
includes a statement expressing substantial doubt about our ability to continue
as a going concern. Although we will endeavor to finance our future working
capital needs through additional debt or equity financing, there is no assurance
that this financing can be obtained on terms acceptable to us. We do not
consider ourselves a candidate for conventional bank financing due to our
limited assets and operating history. If we are unable to successfully execute
our business plan, or raise additional working capital, we may be forced to
curtail or cease operations.

Risks Associated With Our Business

Since we were only recently formed and did not conduct formal market
research prior to launching our service, there may be little or no demand for
our service. While management believes sufficient demand exists for the
Company's products and services, there is no assurance that we can operate
successfully or generate revenues, profits or returns to our shareholders. The
Company's business plan is premised on targeting specific sports-minded
demographics and promoting our pay-per-use on-line publications. Since we were
only recently formed, we cannot predict the demand for our premium products from
which we hope to generate revenues. While management believes sufficient demand
exists for our services and products, there is no assurance that our products
and services can be marketed in a way to generate sufficient revenue or profit.
The Company's business plan is loosely based on business conducted by sports
publishing entities. However, no market or feasibility study has been undertaken
to evaluate the feasibility of our business plan.

Since our premium subscription service was only recently launched, we have
very few revenue-generating customers. The Company's success is dependent on its
ability to market its premium products to a sufficient number of customers to
generate revenue and profit. Management believes a ready market exists for our
products due to the popularity of professional and collegiate sports. Our goal
will be to penetrate this market through targeted e-mails, strategic business
alliances, advertising and other forms of marketing. While we do have
subscribers to our free newsletters, there is no assurance that we will be
successful in marketing our premium products. Our premium products were
introduced in October, 2001, and were only available for the limited time that
our football newsletter was published, through the end of the 2001 football
season. Accordingly, our ability to generate any customer loyalty or obtain new
subscribers to our premium service was extremely limited.

We face substantial competition from established entities in our industry.
We will compete for both users and advertisers, as well as for content
providers, with many other entities that provide access to sports-related
content and services. These include traditional media companies, such as
newspapers and magazines, as well as other publications utilizing the Web, Web
search and retrieval services, and other high-traffic Web entities. Finally, we
anticipate that, as the Internet and other interactive distribution systems
converge with traditional television broadcasting and cable, significant
competition might come from the providers of broadband networks, including
sports-oriented cable networks.

Management anticipates that the Company will be at a competitive
disadvantage with regard to these other entities due in part to our limited
financial and personnel resources. For these and other reasons, the Company will
face stiff competition from other individuals and entities.

Due to our extremely limited operating history, we are dependent on our
management for success. However, our management has limited experience in the
industry in which we operate. Due in part to its lack of operating history and
limited financial resources, success of the Company will depend on the
management efforts and expertise of certain of its officers, primarily Michael
D. Tanner. Mr. Tanner is responsible for overseeing development and
implementation of the Company's business plan, overseeing product and website
development and targeting potential customers. While Mr. Tanner does have
significant experience within the sports field and in the internet
communications industry, he does not have specific experience publishing and
distributing an on-line publication. While management believes it has the
requisite expertise to implement the Company's plan, there is no assurance those
efforts will result in revenue or profit to the Company. Further, the loss of
Mr. Tanner could adversely affect the conduct of the Company's business. (See
"MANAGEMENT")

Our officers and directors control substantially all of our voting stock,
insuring their continued control of the Company. Officers and directors of the
Company hold approximately 80% of all the outstanding common stock. By voting
the common stock owned by them in the Company, management will have the ability
to perpetuate its control of the Company. Other investors will have little
opportunity to exercise authority over the affairs of the Company. (See
"SHAREHOLDINGS OF MANAGEMENT" and "DESCRIPTION OF SECURITIES").

We do not expect to pay dividends on our stock in the foreseeable future.
The Company has paid no dividends on its common stock to date, and there are no
plans to pay any in the foreseeable future. Initial earnings that the Company
may realize, if any, will be retained to finance growth of the Company. Any
future dividends will be directly dependent upon the earnings of the Company,
its financial requirements and other factors. We do not anticipate paying any
dividends in the foreseeable future. (See "DESCRIPTION OF SECURITIES.")

We have a substantial number of preferred shares authorized which, if
issued, could contain provisions disadvantageous to holders of our common stock.
The Articles of Incorporation of our Company authorize the issuance of a maximum
of 10,000,000 shares of Preferred Stock. While no shares of Preferred Stock have
been issued or are presently outstanding, and there are no plans to issue any in
the foreseeable future, if issued, the terms of a series of Preferred Stock
could operate to the significant disadvantage of holders of the common stock,
including purchasers in this offering. Such terms could include, among others,
preferences as to voting, dividends and distributions on liquidation. (See
"DESCRIPTION OF SECURITIES - Preferred Stock")

Risks Associated With Our Common Stock

Since there is presently no market for our common stock, and no assurance
that one will develop in the future, purchasers of our common stock may be
required to bear the risks of an investment for an indefinite period of time.
There is presently no secondary trading market for the common stock, and there
is no assurance that one will develop. While we intend to apply for listing of
our common stock on the OTC Bulletin Board following the effective date for the
Registration Statement of which this prospectus is a part, we may not be
successful or there may be no interest in our stock. Accordingly, the purchasers
of the common stock may be forced to bear the economic risk of their investment
for an indefinite period of time. A purchaser should not expect to liquidate the
common stock in the foreseeable future.

There is no assurance of stock listing and if we are unsuccessful in
obtaining listing of our common stock in the OTC Bulletin Board, our common
stock will have limited liquidity. It is our intention to apply for listing of
our common stock on the OTC Bulletin Board following the date of this
prospectus. We believe such listing will provide additional exposure to our
stock and our company, and potentially allow increased liquidity for our
shareholders. However, we cannot assure that our efforts to obtain this listing
will be successful. Representatives of the NASD, the agency that oversees the
means of electronic quotation, control application and approval for listing in
the Bulletin Board and other Nasdaq markets. Applications for listing in the
Bulletin Board have received increased scrutiny recently as a result of
perceived abuse involving "micro-cap" securities. While we believe we will
satisfy the criteria for listing on the Bulletin Board, we cannot assure that
our application will be successful. Our failure to obtain such listing may
result in shareholders having difficulty selling their shares, should they
desire to do so.

Neither the terms of this offering nor any of our organizational documents
permit an investor to require the Company or any of its officers or directors to
repurchase any of our common stock. The terms of the offering do not allow an
investor to require the Company or any of its officers or directors to
repurchase any common stock. As a result of that fact, investors will be forced
to bear the economic risk of an investment for an indefinite period of time.
There is no assurance that investors will be able to sell their common stock,
should they desire to do so.

Due to the absence of a trading market for our common stock or the
participation of an underwriter in this offering, the price of our common stock
will be arbitrarily determined. Investors in this offering will not share the
benefit of an established trading market as an indication of the value of our
common stock. Furthermore, no investment banker has been retained by us or the
selling shareholders to assist in marketing our common stock. As a result,
investors will have difficulty valuing the common stock in any transactions in
which they may engage.

The majority of our outstanding common stock is currently restricted from
resale under provisions of federal and state securities laws. However, sale of
this restricted stock in the future may adversely affect any trading market in
our common stock which may develop. The common stock of the Company currently
outstanding represents "restricted securities" within the meaning of Rule 144 of
the Securities Act of 1933. Rule 144 describes the circumstances under which
restricted securities may be resold to the public in the future. Assuming the

requirements of Rule 144 can be met by the holders of the restricted stock, of
which there is no assurance, sales may be made by them in any market which may
develop for the common stock. Sales of restricted securities in large amounts in
the future may adversely affect the price of the common stock in any trading
market which may develop.

Our common stock will be subject to "penny stock" rules maintained by the
U.S. Securities and Exchange Commission, adversely affecting any trading market
which may develop. Under rules adopted by the Securities and Exchange
Commission, securities which are not listed on a national securities exchange or
quoted in Nasdaq or which trade at a price less than $5 per share are
characterized as "penny stocks" and subject to special regulation. Those rules
require, in pertinent part, that any broker dealer desiring to affect a
transaction in a penny stock not otherwise exempt deliver a standardized risk
disclosure document and make a specific determination that the stock is suitable
for his customer. As a result of the adoption of these rules, many broker
dealers have ceased trading stock characterized as penny stock. The existence of
the penny stock rules may adversely affect any trading market which may develop
for common stock of the Company. The disclosure and qualification requirements
may have the effect of reducing the level of trading activity in any secondary
market or reducing the price at which the stock may otherwise trade. As a
result, shareholders may have difficulty selling their stock, should they desire
to do so.

Our stock price may experience extreme price and volume fluctuations. The
stock market in general, and the OTC Market in particular, has historically
experienced extreme price and volume fluctuations that have often been unrelated
to the operating performance of companies and which have affected the market
price of securities of many companies. The trading price of our common stock is
likely to be highly volatile and could also be subject to significant
fluctuations in price in response to such factors as:

o variations in quarterly results of operations;

o announcements of new services or acquisitions by us or our
competitors;

o governmental regulatory action;

o state of the U.S. and world economy;

o general trends in our industry and overall market conditions; and

o other events or factors, many of which are beyond our control.

Movements in prices of equity securities may also affect the market price
of our common stock.

FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference, contain
statements that plan for or anticipate the future. Forward-looking statements
include statements about the future of the on-line publishing industry,
statements about our future business plans and strategies, statements about
future revenue, and most other statements that are not historical in nature. In
these documents, forward-looking statements are generally identified by the
words "anticipate," "plan," "believe," "expect," "estimate," and the like.
Because forward-looking statements involve future risks and uncertainties, there
are factors that could cause actual results to differ materially from those
expressed or implied. Prospective investors are urged not to put undue reliance
on these forward-looking statements.

A few of the uncertainties that could affect the accuracy of
forward-looking statements, besides the specific Risk Factors identified above,
include:

a. Changes in the general economy, affecting the disposable income of the
public and sports enthusiasts in particular;

b. Changes in the professional and college sports industry;

c. Consumer interests in sports as a means of entertainment;

d. Competition from other forms of recreation;

e. Our costs and the pricing of our services;

f. The level of demand for our services; and

g. Changes in our business strategy.

The Private Securities Litigation Reform Act of 1995, which provides a
"safe harbor" for similar statements by existing public companies, does not
apply to our offering, as we are not registered as a public company.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Introduction

Sports Information & Publishing Corp. is a development stage entity
organized on March 1, 2001. Activities of the Company to date have been limited
to organizational efforts, obtaining financing, development of our website,
publishing our free newsletters and extremely limited distribution of our
premium products. The Company has extremely limited revenues to date.

Plan of Operation

Our plan of operation is to continually improve the quality and content of
our information services and expand our base of subscribers. Our initial
investment was targeted to designing and constructing a website appropriate to
meet those objectives. During the period from inception through September 30,
2001, we spent approximately $24,000 in this endeavor. The efforts of
professional web consultants was supplemented by input from our management and
our consultants to achieve what we believe is an exemplary website. We spent
approximately the first six months of our business designing and perfecting the
site.

The next step in our plan was to publish our information services and
disperse them in a wide medium. In order to accomplish this objective, we
obtained contact information from a variety of sources. From this initial
database of approximately 100 individuals, we began distribution of our free
football newsletter service. Over time, this service has expanded to include
additional information, such as game-day weather, injury reports and other
football related information. We presently maintain a subscriber base of
approximately 1,750 individuals.

Our current publication, "GridPicks(TM)," is a semi-weekly football
publication covering both college and professional football. The free
subscription highlights four to six college games of interest and all NFL
contests during the upcoming week or weekend. The premium products include more
detailed analysis and predictions regarding each contest. While our current
publication is limited to football, we hope to expand into basketball and other
services in the future as our working capital permits and expertise allows.

The next step in our plan was to market revenue generating products. Toward
that end, we currently publish four premium products (see "Our Business -
Products"). Each of these products is available on a pay-per-use basis to our
subscribers. Through the design and construction of our website, interested
subscribers can sign up immediately for these premium products, following which
their credit card accounts will be charged with the appropriate fee. Premium
products range from $10 - 25 per selection.

With the experience gained through our initial season of operation, we hope
to expand our revenue generating efforts in the 2002-2003 football season.
Through additional marketing and advertising efforts, we hope to interest
additional individuals in our premium products, thereby enhancing our revenues.
However, based on our limited experience during the current season, we are
unable to predict what level of revenue to expect. Failing receipt of sufficient
revenue from operations, we will be forced to obtain additional capital from
outside sources.

We believe advertising by sports-related entities (sponsorships) will be
the last area of the income model to mature. Initially, we will rely on selling
quality and timely information to customers, but we hope to place ourselves in
the position of delivering a targeted, high traffic audience to prospective
advertisers. On-line advertising may, in the future, contribute to the success
of our Company. We have not yet implemented any sponsorship or advertising.

In the future, we hope to buttress our marketing efforts by investing
marketing dollars in promoting our products and services. In the future, we hope
to publish advertisements in sporting publications such as The Las Vegas
Sporting News and fantasy league football publications. We also intend to
investigate reciprocal advertising arrangements with other web-based services,
whereby our service will be publicized on other websites with content of
interest to our subscribers. Since print advertising is costly, our use of that
avenue depends substantially on the availability of working capital.

Our initial round of seed financing (excluding shares issued to our
founders) raised $150,000, exclusive of offering costs. We projected such amount
would be sufficient to meet our capital needs for approximately one year. A
substantial portion of that amount was utilized to design and construct our
website and to launch our service. Additional portions were used to retain
attorneys and accountants in connection with our efforts to register our
securities with the Securities and Exchange Commission. Remaining amounts are
retained for working capital.

The following information discusses briefly our financial condition and
results of operations at September 30, 2001 and for the period from inception to
September 30, 2001. For more complete information, reference is made to the
financial statements included at the end of this Prospectus.

Liquidity

The Company's working capital at September 30, 2001 consisted of $60,525 of
cash and current liabilities of $4,745, or working capital of $55,780.
Liabilities consisted of accounts payable, accrued salaries, payroll and
miscellaneous other liabilities. Proceeds from a private placement represent all
of the Company's cash flow for the period ended September 30, 2001.

During the period ended September 30, 2001, the Company issued an aggregate
of 4,020,000 shares of common stock for services valued at $4,020, or $.001 per
share. An additional 1,000,000 shares of common stock were issued later pursuant
to a private placement for an aggregate sale price of $150,000 or $.15 per
share. Management is of the opinion that the Company will require additional
financing within the next twelve months and/or achievement of profitability to
continue as a going concern. The Report of the Independent Auditor contains a
"going concern" qualification, based on the fact that the Company had no
revenues at September 30, 2001 and limited working capital.

Results of Operations

For the period from inception through September 30, 2001, the Company
realized a net loss of $72,282, or $.02 per share, on no revenues. Operating
expenses for the period included $4,020 in stock-based compensation, $31,377 for
legal, accounting and consulting fees, $12,135 for salaries and payroll taxes
and $17,518 for website hosting and maintenance. Management of the Company is of
the opinion that the Company will continue to incur losses until such time, if
ever, that the Company obtains sufficient subscribers to its premium products to
generate revenues sufficient to cover operating and other expenses.

Changes In and Disagreements With Accountants

The Company has retained its accountants, Cordovano and Harvey, P.C., 201
Steele Street, Suite 300, Denver, Colorado 80206 since its inception and there
are no disagreements with the findings of said accountants.

OUR BUSINESS

Background

Sports Information & Publishing Corp. is a Colorado corporation organized
on March 1, 2001 to publish and distribute sports-specific online publications.
We publish sports-related information, currently limited to football, in a free
twice-weekly newsletter format. This publication will be suspended at the
conclusion of the respective football seasons.

We e-mail our newsletter to a targeted demographic that we believe includes
sports fans interested in the information we are providing and willing to pay
for access to premium in-depth information. Individuals can also subscribe
directly through our website. This free newsletter is designed to generate
interest in our revenue generating products. We hope to generate revenues by
selling select access to this in-depth premium information and analysis to users
receiving the free newsletter. We may also sell sports-related advertising
(sponsorships) to be published within the newsletters.

The publications provide football coverage, both college and professional,
during the season. The information we provide contains historical information,
as well as up-to-date statistical information and analysis. For example, after
the conclusion of a game, we will provide a statistical analysis, both of the
particular game and key players, along with a historical analysis of the team
and players. In addition, as part of the premium service, we offer more in-depth
information and an editorial outlook of the prospects for the next game based on
the opposing teams statistics. Examples of our free newsletter content can be
viewed on our website at www.gridpicks.com.

The newsletters are authored primarily by our consultant, David Preston.
The articles are edited by Mr. Tanner and members of our Board. We may use
contracted sports journalists in the future. We obtain certain statistical and
other information from other websites and other public information. We consider
our game analysis to be proprietary.

Products of the Company

The Company's inaugural publication is called GridPicks(TM). This is a
seasonal, twice-weekly newsletter-format on-line publication dedicated to
football fanatics. GridPicks(TM) was launched at the commencement of the
2001-2002 football season. The Company has secured the Internet domain name
www.gridpicks.com.

Our premium content football-related products include "Dogs' Dog," an
in-depth analysis and discussions of teams considered underdogs; "Inside the
Huddle," an in-depth analysis and discussion provided by sources considered to
have contacts or a higher degree of knowledge of the particular teams; "System
Plays," an analysis based upon an analytical system devised by advisors to the
Company; and "Platinum," a detailed and in-depth analysis of players, injury
reports, trends, etc., intended to provide the highest degree of information
available to the consumer. Each of these products will discuss three to four
different games per week and is available for both college and professional
levels.

The Company has also registered the domain name www.naismithnews.com in
anticipation of releasing a basketball publication under the moniker Naismith
News(TM). At this time, we would anticipate launching this second publication
preceding the 2002-2003 basketball season. To launch this endeavor, we are
considering various experts to assist with the publication.

These publications will cover both college and professional teams and
players. We hope to add coverage of additional sports if we reach a profitable
level with our initial publications.

Distribution

The advent of the Internet has opened an entirely new medium for
publishing. No longer are print, radio and television the only daily mediums
open and available for writers and publishers. Today, with the rapidly rising
use and availability of electronic communication among consumers, such
information can be electronically accessed from almost anywhere in the world.

The Company employs a "push" or subscription-based approach to reach
subscribers and readers, via its Web-based properties, as opposed to a more
traditional "pull" approach employed by most Web properties. By that, we will
develop large databases of electronic contacts based on subscriber data and then
deliver directly to them, or "push," the relevant sports content and information
based on their desires and demographics. Individuals can then subscribe to our
service by signing up. We e-mail our basic publications directly to that
targeted demographic, free of charge. (This methodology is opposed to the normal
"pull" approach that requires the user to search the Internet for material of
interest.) Anyone accessing our website can also choose to subscribe.

Within each free publication there is certain premium content that can only
be accessed by the reader for a fee. If we have been successful in reaching the
correct target demographic with our marketing efforts, then we will "push"
up-to-the-minute information to their computer desktop on topics that are of
interest to them. The publication/print industry has repeatedly shown over the
years that the consumer will pay for access to such information. (i.e., Sports
Illustrated, ESPN - The Magazine, People Magazine, TIME, etc.). The difference
is, with the advent of the Web, this information can be sent anywhere in the
world, through a secure connection, for a fraction of the cost of print. We
believe sport is a cornerstone of our society and there is a ready and willing
market for our product.

Advertising and Promotion

Due to time constraints and our limited working capital, our only form of
advertising or promotion during the last fiscal year and through the date of
this Prospectus was word of mouth. Our efforts at generating customers was
limited to widespread dissemination of our free newsletter publication,
described above.

Customers

We currently have approximately 1,750 subscribers to our free NFL
newsletter and 1,125 subscribers to our free college football newsletter, many
of whom may overlap by subscribing to both. Our premium subscribers presently
average about 25 [selections or individuals] per week.

Employees

At this early juncture in our development, we only have two employees, Mr.
Tanner, our president and chief executive officer and an executive assistant. We
also engage a consultant to assist with our expert analysis during the football
season. Mr. Tanner does not receive compensation for his services as an
employee.

Facilities

The Company owns no real property. Our executive offices are located in
Littleton, Colorado in office space subleased from a business operated by our
president. The lease is on a month-to-month basis. We share this space
consisting of approximately 400 square feet of office space for a rate of $500
per month.

Legal Proceedings

There are currently no material legal matters or other regulatory
procedures pending or threatened that involve the Company, its property or any
of the principal shareholders, officers or directors in their capacities as
such. No such legal proceeding is known by management to be contemplated.

MANAGEMENT

Officers and Directors

The following individuals presently serve as officers and directors of the
Company:

Name Age Position
- ------------------ --- -----------------------------------
Michael D. Tanner 48 Chairman of the Board of Directors,
President, Chief Executive Officer

Mary Beth Doubet 44 Secretary/Treasurer

Steven W. Rich 45 Director

Bradley R. Parker 40 Director
_____________________________

Mr. Tanner should be considered the "founder" and "parent" of the Company
(as such terms are defined by rule under the Securities Exchange Act of 1934, as
amended), inasmuch as he has taken initiative in founding and organizing the
business of the Company.

Mr. Tanner and Ms. Doubet serve as officers at the will of the Board of
Directors. All of the Directors are currently serving a term of office until the
next annual meeting of shareholders and until their successors are duly elected
and qualified. Messrs. Tanner, Rich and Parker have served in their current
positions since the Company's inception in March of 2001. Ms. Doubet has served
in her current capacity since August of 2001. There are no family relationships
between any of the officers or directors.

The following represents a summary of the business history of each of the
foregoing individuals for the last five years:

MICHAEL D. TANNER.
------------------
A significant portion of Mr. Tanner's life has centered on sports. Starting
first as a football player at the high school and college levels, then as a
coach at both Fairview High in Boulder, Colorado, and at the University of
Colorado, football has been an integral part of his life. Since giving up
coaching in the late 1980's, Mr. Tanner has on various occasions provided
knowledge, insight and analysis on the game of football for various sports
publications.

Mr. Tanner serves as the Managing Member of Triumphant, L.L.C., a privately
held Colorado consulting company organized in September of 2000. Triumphant
specializes in advising smaller private companies and entrepreneurs in marketing
and business development. Since 1998, he has also acted as the Chairman and
Chief Executive Officer of Mariah Communications, Inc., a private Colorado
Internet communications company. Since 1996, Mr. Tanner has also been a
consultant for Entrepreneur Investments, LLC ("EI"), a private financial
consulting and investment firm based in Colorado. EI specializes in the unique
needs of development stage companies, assisting them with such critical issues
as corporate capitalization, mergers/acquisitions, management placement, and
business strategy. Mr. Tanner also sits on the Board of the Dear Old CU Fund,
Inc., a non-profit organization.

Mr. Tanner attended the University of Colorado at Boulder where he was
letterman in football.

MARY BETH DOUBET.
-----------------
In addition to Secretary and Treasurer, Ms. Doubet is currently the
executive assistant for the Company. Her responsibilities include accounting,
customer service, and administrative assistance. Ms. Doubet acted as Member
Services Representative for Bear Creek Golf Club in Denver from 1998 to 2001,
and as Office and Household Manager for PowerVista Software, Inc. (formerly Orca
Software, Inc.) from 1995 to 1998.

Ms. Doubet graduated from the University of Rhode Island in 1981 with a
Bachelors degree in Sociology.

STEVEN W. RICH.
--------------
Mr. Rich is President of Steven Rich and Associates, a Colorado corporation
established in 1992 focusing on real estate development, consulting and finance,
and he is also a registered professional engineer in the state of Colorado. Mr.
Rich has principal involvement in over two million square feet of commercial
development in Colorado. He represents several prominent companies, including
Guarantee Bank, Townsend Capital, Cherokee Investments, Cyprus Amax Minerals,
Phelps Dodge and GMAC.

Sports have played a major role in Mr. Rich's life, earning him seven
letters while in high school. During his senior year, he was "The Most Valuable
Athlete" in Jefferson County in 1973. Mr. Rich participated in athletics at the
collegiate level, earning letters in both football and baseball.

Mr. Rich graduated from Colorado State University in 1978 with a Bachelors
degree in Civil Engineering. He received a Masters Degree of Science in Real
Estate Finance from the University of Texas in 1981.

BRADLEY R. PARKER.
-----------------
Mr. Parker is Vice President of Sales for the Colorado division of Bron
Tape, Inc., a Colorado industrial tape and fabric company, a position he has
occupied since 1988. His responsibilities include managing a staff of
approximately 50 employees within the Colorado division. Prior to working for
Bron Tape, Inc., Mr. Parker was the western regional manager of Chemfad, Inc., a
New York based company that specializes in industrial fabrics.

Although he chose not to pursue the opportunity, Mr. Parker was drafted by
the California Angels baseball club. He was also a wide receiver for the
University of Colorado where he was a four year letterman. Mr. Parker graduated
from the University of Colorado at Boulder in 1983 with a Bachelor of Science
degree in Business.

Consultants

R. DAVID PRESTON.
-----------------
Mr. Preston is currently a consultant for the Company. Mr. Preston is also
the president and sole shareholder of Preston & Associates, Inc., a
privately-owned, Denver based real estate appraisal firm, a position he has
occupied since 1992. Preston & Associates is active in the residential real
estate market along the front range of Colorado. Mr. Preston is also the
Managing Member of RDP Asset Management, LLC, a private corporation in the
business of managing a portfolio of assets.

From August, 1999 to September, 2001, Mr. Preston was the President of
Celebrity Sports Network, Inc., a sports celebrity marketing firm based in
Denver. Prior to that, he was the President and CEO of Cash Flow Marketing,
Inc., a Colorado corporation, from July 1997 to December 1998, until its merger
with Mediquik Services, Inc. Prior to his association with those entities, Mr.
Preston served as the head of the appraisal department for Colorado National
Bank (now US Bank), a position he occupied from 1985 to 1993. Prior to that, Mr.
Preston played in the National Football League where he spent all but one year
with the Denver Broncos. He retired as the fourth leading rusher in Bronco
history as a running back. In addition to these positions, Mr. Preston has been
active as an investor in numerous business ventures, including restaurants, real
estate development and oil and gas.

Mr. Preston graduated with a bachelor of science, business administration
in business management from Bowling Green University in 1977.

Executive Compensation

Mr. Tanner, the chief executive officer, currently serves without
compensation. Directors will not receive any cash compensation, but have
received stock for their services on the Board.

Certain Relationships and Related Transactions

Initial Capitalization
- ----------------------

As of March 1, 2001, the Company completed its initial capitalization by
issuing an aggregate of 4,020,000 shares of common stock for aggregate
consideration of $4,020 consisting of services rendered to the Company. Of that
amount, 4,000,000 shares were issued to Mr. Tanner, 10,000 shares to Steven Rich
and 10,000 shares to Bradley Parker for a price of $.001 per share. Messrs.
Tanner, Rich and Parker were the sole members of the Board of Directors
approving that transaction on behalf of the Company.

Also effective March 1, 2001, the Company borrowed $5,000 from an officer
at an interest rate of 5% per annum. This loan was repaid in full out of the
proceeds of the private placement commenced in May of 2001.

Beginning in May of 2001, we conducted a private placement and issued
1,000,000 shares of common stock pursuant to that offering. Of those shares,
Steven Rich, Bradley Parker and Mary Beth Doubet, each officers or directors of
the Company, purchased 33,333 shares, 16,667 shares and 1,000 shares
respectively upon the same terms and conditions as all other purchasers.

Miscellaneous
- -------------

The Company occupies office space pursuant to an informal arrangement with
an affiliate of its president, Michael Tanner. The Company occupies space on a
month-to-month basis and, until August of 2001, received secretarial and
administrative services from an entity with which Mr. Tanner is affiliated.
Those services were valued at $500 per month.

Management of the Company is of the opinion that the foregoing transactions
were no less favorable than could have been obtained from unaffiliated third
parties.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

SHAREHOLDINGS OF MANAGEMENT

As of the date of this Prospectus, there are a total of 5,020,000 shares of
common stock of the Company outstanding, the only class of voting securities of
the Company currently outstanding. Unless otherwise stated, the address of each
of the individuals or entities is 1869 W. Littleton Blvd., Littleton, CO 80120.
All ownership is direct, unless otherwise stated.

Shares Beneficially Owned
Before the Offering Percentage
Name and address of ---------------------- Shares to After the
Beneficial Owner Number Percentage be Sold Offering (1)
- ------------------------- ---------- ---------- --------- ------------
Executive Officers
and Directors

Michael D. Tanner 4,000,000 80% -0- 80%

Steven W. Rich 43,333 * 33,333 *

Bradley R. Parker 26,667 * 16,667 *

Mary Beth Doubet 1,000 * 1,000 *

All Officers and Directors
as a Group (4 persons) 4,071,000 81% 51,000 80%
- ----------------------

Other Selling Shareholders(2)
Brad J. Avrett 2,000 * 2,000 *
10 Ingalls St.
Lakewood, CO 80226
Roger R. Campbell 35,000 * 35,000 *
8770 Pinewood Ct.
Castle Rock, CO 80101
Bruce A. Capra 6,667 * 6,667 *
6343 Umber Circle
Golden, CO 80403
Rick Carollo 1,000 * 1,000 *
255 Lead Queen Dr.
Castle Rock, CO 80104
Rick Clark 20,000 * 20,000 *
9282 S. Fox Fire Lane
Highlands Ranch, CO 80129

Keith Combs 6,000 * 6,000 *
1945 Locust St.
Denver, CO 80220
Jim Delutes 13,335 * 13,335 *
P.O. Box 1634
Boulder, CO 80306
Michael Dieveney 13,334 * 13,334 *
1328 S. Downing St.
Denver, CO 80210
Kirk Eberl 66,667 1% 66,667 *
34317 Squaw Pass Road
Evergreen, CO 80439
Jeffery Felker 10,838 * 10,838 *
10151 E. Caley Ave.
Englewood, CO 80111
Matthew S. Fleming 4,000 * 4,000 *
2275 S. Madison St.
Denver, CO 80210
J. Peter Garthwaite 66,640 1% 66,640 *
2873 Prince Cir.
Erie, CO 80516
Thomas K. Gooch 20,000 * 20,000 *
12414 W. Auburn Dr.
Lakewood, CO 80228
Doug & Janet Granger 33,333 * 33,333 *
10492 E. Prentice Ave.
Englewood, CO 80111
Danielle Renee Granquist 2,000 * 2,000 *
2903 E. Evans Ave.
Denver, CO 80210
Jennifer & Bryan Granquist 2,000 * 2,000 *
1677 S. Van Dyke Way
Lakewood, CO 80228
J. Brad Keech 66,666 1% 66,666 *
1901 S. Pearl St.
Denver, CO 80210
Matthew R. Kellogg 35,000 * 35,000 *
4189 Brookwood Ct.
Littleton, CO 80130
Jeffery Lee 33,333 * 33,333 *
2230 Dexter St.
Denver, CO 80207

R. William Manning 4,000 * 4,000 *
29858 Park Village Dr.
Evergreen, CO 80439
John McCloskey 6,500 * 6,500 *
4286 Troutdale Village Dr.
Evergreen, CO 80439
Stephen Mack McKay 33,333 * 33,333 *
7762 Hygiene Road
Longmont, CO 80503
Tracy Neitenbach 6,667 * 6,667 *
3725 Caymen
Boulder, CO 80301
Daniel A. Nye 100,000 2% 100,000 *
12345 W. Alameda Pkwy.
Suite 212
Lakewood, CO 80228
Timothy M. Oswald 3,000 * 3,000 *
9982 S. Clyde Circle
Highlands Ranch, CO 80129
Gaylene Preston 3,000 * 3,000 *
2119 Arapahoe St.
Golden, CO 80401-2326
Sara C. Preston 2,000 * 2,000 *
2119 Arapahoe St.
Golden, CO. 80303
Bonny Reinbert 1,000 * 1,000 *
255 Lead Queen Dr.
Castle Rock, CO 80104
Bradley A. Scott 33,333 * 33,333 *
1422 Marigold Dr.
Lafayette, CO 80026
Marcus B. Scott 6,000 * 6,000 *
8094 S. Albion St.
Centennial, CO 80122
Ellen M. Seldin 3,000 * 3,000 *
2480 S. Moline Way
Aurora, CO 80014
Gregory Simonds 16,667 * 16,667 *
5650 Greenwood Village Plaza Blvd.
Suite 216
Greenwood Village, CO 80111

Brent J. Smith 33,333 * 33,333 *
4930 E. Preserve Lane
Greenwood Village, CO 80121
A. John Staiano 33,333 * 33,333 *
1488 27th Street SW
Loveland, CO 80537
Mark Tanner 3,333 * 3,333 *
1180 Bellaire Street
Broomfield, CO 80020
Art & Jeanne Tanner 13,320 * 13,320 *
223 Vaquero Drive
Boulder, CO 80303
Mark Tellinger 6,667 * 6,667 *
27 South Monroe St.
Denver, CO 80209
Roana Thornock 16,667 * 16,667 *
3545 28th St., #207
Boulder, CO 80301
Scott Thornock 33,333 * 33,333 *
3545 28th St., #207
Boulder, CO 80301
Nelson Tolley 4,000 * 4,000 *
2772 S. Fillmore St.
Denver, CO 80210
C. Edward Venerable 33,367 * 33,367 *
240 S. Madison St.
Denver, CO 80209
Scott Wiens 2,000 * 2,000 *
1153 Bergen Pkwy., #M-170
Evergreen, CO 80439
Tom Zinna 66,667 1% 66,667 *
0161 Greyhawk Lane
Edwards, CO 81632
Paul J. Zueger 40,000 * 40,000 *
2201 Green Oaks Drive
Littleton, CO 80121-1544
Darren Zueger 6,667 * 6,667 *
18770 E. Prentice Place
Aurora, CO 80015

______________________________
* Less than 1%
(1) Assumes sale of all shares included in this prospectus, of which there is no
assurance.

(2) All shares offered by the selling shareholders were acquired in a private
placement conducted by the Company and completed in August of 2001.
______________________________

PLAN OF DISTRIBUTION

We are registering the shares of common stock covered hereby on behalf of
the Selling Stockholders. The Selling Stockholders, purchasers or other
recipients, may sell the shares directly or through brokers, dealers, agents or
underwriters who may receive compensation in the form of discounts, commissions
or similar selling expenses. Such compensation will be paid by a Selling
Stockholder or by a purchaser of the shares on whose behalf such broker-dealer
may act as agent. Sales and transfers of the shares may be effected from time to
time in one or more transactions, in private or public transactions, in the
over-the-counter market, in negotiated transactions or otherwise, at a fixed
price or prices that may be charged, at market prices prevailing at the time of
sale, at negotiated prices, without consideration or by any other legally
available means.

Any or all of the shares may be sold from time to time by means of (i) a
block trade, in which a broker or dealer attempts to sell the shares as agent
but may position and resell a portion of the shares as principal to facilitate
the transaction; (ii) purchases by a broker or dealer as principal and the
subsequent sale by such broker or dealer for its account pursuant to this
prospectus; (iii) ordinary brokerage transactions (which may include long or
short sales) and transactions in which the broker solicits purchasers; (iv) the
writing (sale) of put or call options on the shares; (v) the pledging of the
shares as collateral to secure loans, credit or other financing arrangements
and, upon any subsequent foreclosure, the disposition of the shares by the
lender thereunder; and (vi) any other legally available means.

To the extent required with respect to a particular offer or sale of the
shares, a prospectus supplement will be filed pursuant to Section 424(b)(3) of
the Securities Act, and will accompany this prospectus, to disclose (i) the
number of shares to be sold, (ii) the purchase price, (iii) the name of any
broker, dealer or agent effecting the sale or transfer and the amount of any
applicable discounts, commissions or similar selling expenses, and (iv) any
other relevant information.

The Selling Stockholders may transfer the shares by means of gifts,
donations and contributions. This prospectus may be used by the recipients of
such gifts, donations and contributions to offer and sell the shares received by
them, directly or through brokers, dealers or agents and in private or public
transactions; however, if sales pursuant to this prospectus by any such
recipient could exceed 500 shares, than a prospectus supplement would need to be
filed pursuant to Section 424(b)(3) of the Securities Act to identify the
recipient as a Selling Stockholder and disclose any other relevant information.
Such prospectus supplement would be required to be delivered, together with this
prospectus, to any purchaser of such shares.

In connection with distributions of the shares or otherwise, the Selling
Stockholders may enter into hedging transactions with brokers, dealers or other
financial institutions. In connection with such transactions, brokers, dealers
or other financial institutions may engage in short sales of our common stock in
the course of hedging the positions they assume with Selling Stockholders. To
the extent permitted by applicable law, the Selling Stockholders also may sell
the shares short and redeliver the shares to close out such short positions.

The Selling Stockholders and any broker-dealers who participate in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of Sections 2(11) of the Securities Act and any discounts, commissions or
similar selling expenses they receive and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.

As a result, we have informed the Selling Stockholders that Regulation M,
promulgated under the Exchange Act, may apply to sales by the Selling
Stockholders in the market. The Selling Stockholders may agree to indemnify any
broker, dealer or agent that participates in transactions involving the sale of
the shares against certain liabilities, including liabilities arising under the
Securities Act. The aggregate net proceeds to the Selling Stockholders from the
sale of the shares will be the purchase price of such shares less any discounts,
concessions or commissions.

Each of the Selling Stockholders is acting independently of us in making
decisions with respect to the timing, price, manner and size of each with the
distribution of the shares. There is no assurance, therefore, that the Selling
Stockholders will sell any or all of the shares. In connection with the offer
and sale of the shares, we have agreed to make available to the Selling
Stockholders copies of this prospectus and any applicable prospectus supplement
and have informed the Selling Stockholders of the need to deliver copies of this
prospectus and any applicable prospectus supplement to purchasers at or prior to
the time of any sale of the shares offered hereby.

The shares covered by this prospectus may qualify for sale pursuant to
Section 4(1) of the Securities Act or Rule 144 promulgated thereunder, and may
be sold pursuant to such provisions rather than pursuant to this prospectus.

We will not receive any proceeds from the sale of the shares covered by
this prospectus and have agreed to pay all of the expenses incident to the
registration of the shares, other than discounts and selling concessions or
commissions, if any, and fees and expenses of counsel for the Selling
Stockholders, if any.

DESCRIPTION OF OUR COMMON STOCK

The Company's authorized capital consists of 50,000,000 shares of common
stock, $.001 par value and 10,000,000 shares of Preferred Stock, $.001 par
value. We currently have 5,020,000 shares of common stock outstanding. The
following description of the Company's securities is qualified in its entirety
by reference to the Company's Articles of Incorporation.

Common Stock

Each share of common stock is entitled to one vote at all meetings of
shareholders. All shares of common stock are equal to each other with respect to
liquidation rights and dividend rights. There are no preemptive rights to
purchase any additional shares of common stock. The Articles of Incorporation of
the Company prohibit cumulative voting in the election of directors. In the
event of liquidation, dissolution or winding up of the Company, holders of
shares of common stock will be entitled to receive on a pro rata basis all
assets of the Company remaining after satisfaction of all liabilities and all
liquidation preferences, if any, granted to holders of the Company's Preferred
Stock.

All of the Company's issued and outstanding common stock is, and, when paid
for according to the terms of the offering will be, fully paid and
non-assessable and are not subject to any future call.

Preferred Stock

The Articles of Incorporation vest the Board of Directors of the Company
with authority to divide the Preferred Stock into series and to fix and
determine the relative rights and preferences of the shares of any such series
so established to the full extent permitted by the laws of the State of Colorado
and the Articles of Incorporation in respect to, among other things, (i) the
number of shares to constitute such series and the distinctive designations
thereof; (ii) the rate and preference of dividends, if any, the time of payment
of dividends, whether dividends are cumulative and the date from which any
dividend shall accrue; (iii) whether Preferred Stock may be redeemed and, if so,
the redemption price and the terms and conditions of redemption; (iv) the
liquidation preferences payable on Preferred Stock in the event of involuntary
or voluntary liquidation; (v) sinking fund or other provisions, if any, for
redemption or purchase of Preferred Stock; (vi) the terms and conditions by
which Preferred Stock may be converted, if the Preferred Stock of any series are
issued with the privilege of conversion; and (vii) voting rights, if any.

Certain provisions of our Articles of Incorporation

Pursuant to provisions of our Articles of Incorporation, cumulative voting
is not permitted in the election of directors. As a result, a simple majority of
the shares outstanding and entitled to vote at a meeting at which a quorum of
shares is present can elect our entire Board of Directors. This provision will
have the effect of limiting any voice which purchasers of our common stock may
have in the affairs of the Company.

Shareholders of our company are not entitled to preemptive rights with
regard to any of our common stock. As a result, we can issue common stock to
third parities in the future which would have the effect of diluting a
shareholder's interest in the Company.

Limitation of director liability and indemnification

(A) Director liability. Under provisions of our Articles of Incorporation
and Section 7-109-101 and following of the Colorado Business Corporation Act, we
shall eliminate or limit the personal liability of our directors to our
shareholders for monetary damages for breach of fiduciary duty. This limitation
shall not apply for monetary damages for any breach by a director in the
following circumstances:

(1) for a breach of a director's duty of loyalty to our company or our
shareholders;

(2) for acts or omissions committed by the director not in good faith
or which involve intentional misconduct or knowing violation of law;

(3) an unlawful distribution authorized by a director; or

(4) any transaction from which a director directly or indirectly
derived an improper personal benefit.

(B) Director indemnification. Also under provisions of our Articles of
Incorporation and similar provisions of the Colorado Business Corporation Act,
we may indemnify a person made a party to a proceeding because the person is or
was an officer, director or agent if:

(1) the person conducted himself or herself in good faith; and

(i) the person reasonably believed:

(a) in the case of conduct in an official capacity,
that his or her conduct was in our best interests; and

(b) in all other cases, that his or her conduct was at
least not opposed to our best interests; and

(ii) in the case of a criminal proceeding, the person had no
reasonable cause to believe that his or her conduct was unlawful.

However, we may not indemnify an individual in connection with any
proceeding by or in our right in which the individual is adjudged liable to us
or in any proceeding charging that such individual derived a personal benefit or
in which proceeding the individual was adjudged liable on the basis that he or
she derived an improper personal benefit.

We must also indemnify such a person who was successful in defending
himself or herself against reasonable expenses incurred by him or her in
connection with that proceeding. We may also advance expenses to persons under
certain circumstances. The determination of whether an individual is entitled to
indemnification may not be made until a determination has been made that the
individual met the standards of conduct set forth above. This determination
shall be made by the Board of Directors at a meeting at which a quorum is
present and only those directors not party to the proceeding are counted in
satisfying the quorum, by a committee of the Board of Directors consisting of
two or more parties not parties to the proceeding, independent legal counsel, by
the shareholders or by a court.

In the event that a claim for indemnification against liabilities under the
Securities Act (other than the payment of expenses incurred or paid by such
individual in the successful defense of any action, suit or proceeding) is
asserted by such a person in connections with the securities in this prospectus,
we will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.

Transfer Agent

While we currently act as our own transfer agent, we intend to appoint
Corporate Stock Transfer, Inc. ("CST") in Denver as transfer agent for our
common stock following the date of this prospectus. CST is located at 3200
Cherry Creek Drive South, Suite 430, Denver, Colorado 80209 and its telephone
number is (303) 282-4800.

Dividends

No dividend has been declared or paid by us on our common stock since
inception, and no dividends are contemplated in the foreseeable future.

COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Under Section 7-109-101 et seq. of the Colorado Business Corporation Act
and our Articles of Incorporation, as amended, our directors and officers shall
be indemnified against certain liabilities which they may incur in their
capacities as such.

Pursuant to the terms and conditions of our Articles of Incorporation and
to the fullest extent allowable under applicable Federal laws and regulations
and the statutes of the State of Colorado, our Board of Directors has the power
to indemnify any of our directors, officers, employees or agents. Further, our
Board of Directors shall have full authority to authorize payment of expenses
(including attorneys fees) incurred in defending a civil or criminal action,
suit or proceeding in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount unless it is ultimately
determined that he is entitled to be indemnified by us as authorized in the
Articles of Incorporation.

Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions or otherwise, we have been advised that in the opinion of
the SEC, such indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person is
successful in defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
sold, we will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

Legal Matters

We are being advised on the legality of the shares included in this
prospectus by Overton, Babiarz & Associates, P.C. of Greenwood Village,
Colorado.

Experts

Our financial statements as of September 30, 2001 and for the period from
inception to September 30, 2001 included in this prospectus and elsewhere in the
registration statement, have been included in reliance on the report of
Cordovano & Harvey, P.C., our independent certified public accountants. These
financial statements have been included on the authority of that firm as experts
in accounting and auditing.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers
Included in prospectus beginning at page 24.

Item 25. Other Expenses of Issuance and Distribution

Description of Expenses Amount
----------------------- --------
SEC filing fee............................................. $ 30
Legal fees and expenses.................................... 15,000
Accounting fees and expenses............................... 5,000
Blue Sky filing fees and expenses.......................... 1,500
Printing................................................... 2,500
Miscellaneous.............................................. 600

Total $ 24,630

Item 26. Recent Sales of Unregistered Securities

On March 1, 2001, we completed our initial capitalization by issuing a
total of 4,020,000 shares of our common stock to a group of individuals composed
of our directors. In connection with that transaction, we relied on the
exemption provided by Section 4(2) of the Securities Act of 1933. Each
individual had a preexisting relationship with the officers and directors and
were privy to the kind of information otherwise available in a registration
statement. Each individual was able to bear the financial risk of the
investment. Furthermore, each certificate representing the common stock was
embossed with a legend restricting transfer.

In connection with our subsequent financing, and beginning in May 2001, we
issued 1,000,000 additional shares of common stock in an offering exempt from
the registration requirements pursuant to Regulation D, Rule 504. The Company
provided each prospective purchaser with a private placement memorandum
describing the terms and conditions of the proposed investment. We utilized no
form of general advertising or solicitation in connection with the offering.
This offering was made to the individuals and entities listed as selling
shareholders in the prospectus included in this registration statement, each of
which was a friend, personal or business acquaintance of the officers or
directors of the Company.

Item 27. Exhibits

1 Not applicable.

2 Not applicable.

3.1 Articles of Incorporation of the Company as filed on March 1, 2001
with the Secretary of State of the State of Colorado.

3.2 Bylaws

4 Form of Certificate for Common Stock

5 Opinion re: legality of securities - Included with Exhibit 23.2

6 Not applicable.

8 Not applicable.

9 Not applicable.

10 Not applicable.

11 Not applicable.

12 Not applicable.

15 Not applicable.

16 Not applicable.

21 Not applicable.

23.1 Consent of Cordovano & Harvey, P.C.

23.2 Consent of Overton, Babiarz & Associates, P.C.*

24 Power of Attorney (included in the signature page to this registration
statement)

25 Not applicable.

26 Not applicable.

27 Not applicable.

99 Not applicable.
_______________________________
* Will be filed as an amendment to Registration Statement

Item 28. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than insurance payments and the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in

the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the act and will
be governed by the final adjudication of such issue.

(Space intentionally left blank)

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorizes this registration
statement to be signed on its behalf by the undersigned, in the County of
Arapahoe, State of Colorado on this 23rd day of January, 2002.

SPORTS INFORMATION & PUBLISHING CORP.

By: /s/ Michael D. Tanner
---------------------------------------------
Michael D. Tanner, Chairman of the Board,
Chief Executive Office and President

POWER OF ATTORNEY

We, the undersigned officers and directors of Sports Information &
Publishing Corp., do hereby constitute and appoint Michael D. Tanner to be our
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for each of us and in our name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith and about the premises, as fully to all
intents and purposes as each of us might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or any of them or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

/s/ Michael D. Tanner
- --------------------------
Michael D. Tanner Chairman of the Board, Chief Executive Officer,
President and Chief Financial Officer

/s/ Steven W. Rich
- --------------------------
Steven W. Rich Director

/s/ Bradley R. Parker
- --------------------------
Bradley R. Parker Director

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)

Index to Financial Statements

Page
----

Independent auditors' report ............................................. F-2

Balance sheet, September 30, 2001 ........................................ F-3

Statement of operations, from March 1, 2001 (inception) through
September 30, 2001 .................................................. F-4

Statement of shareholder's equity, March 1, 2001 (inception)
through September 30, 2001 .......................................... F-5

Statement of cash flows, from March 1, 2001 (inception) through
September 30, 2001 .................................................. F-6

Notes to financial statements ............................................ F-7

To the Board of Directors and Shareholders
Sports Information & Publishing Corp.

Independent Auditors' Report

We have audited the accompanying balance sheet of Sports Information &
Publishing Corp. (a development stage company) as of September 30, 2001, and the
related statements of operations, shareholders' equity and cash flows from March
1, 2001 (inception) through September 30, 2001. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sports Information & Publishing
Corp. as of September 30, 2001, and the related statements of operations and
cash flows from March 1, 2001 (inception) through September 30, 2001 in
conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note A to the financial
statements, the Company has suffered significant operating losses since
inception. This factor raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note A. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Cordovano and Harvey, P.C.
- ------------------------------
Cordovano and Harvey, P.C.
Denver, Colorado
October 26, 2001

F-2

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)

Balance Sheet

September 30, 2001

Assets
Current assets:
Cash ....................................................... $ 60,525
---------
Total current assets 60,525

Web site development costs, net of accumulated
amortization of $1,042 (Note A) ............................ 23,958
---------

$ 84,483
=========

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable ........................................... $ 1,742
Salary and payroll tax accruals ............................ 1,003
Other accrued liabilities .................................. 2,000
---------
Total current liabilities 4,745
---------

Shareholders' equity (Note B & D):
Preferred stock, $.001 par value; 10,000,000 shares
authorized; -0- shares issued and outstanding ........... --
Common stock, $.001 par value; 50,000,000 shares authorized;
5,020,000 shares issued and outstanding ................. 5,020
Additional paid-in capital ................................. 147,000
Deficit accumulated during development stage ............... (72,282)
---------
Total shareholders' equity 79,738
---------

$ 84,483
=========

See accompanying notes to financial statements.

F-3

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)

Statements of Operations

From March 1, 2001 (Inception) Through September 30, 2001

Operating expenses:
Stock-based compensation:
Organization costs and services (Note B) ........... $ 4,020
Salaries and payroll taxes ............................. 12,135
Professional fees ...................................... 31,377
Website wire service, hosting and maintenance .......... 17,518
Rent (Note B) .......................................... 500
Contributed rent (Note B) .............................. 3,000
Amortization ........................................... 1,042
Other .................................................. 2,544
-----------
Total operating expenses 72,136
-----------
Operating loss (72,136)

Interest expense (Note B) ................................... (146)
-----------
Loss before income taxes (72,282)

Income taxes (Note C) ....................................... --
-----------

Net Loss $ (72,282)
===========

Basic and diluted loss per common share ..................... $ (0.02)
===========
Basic and diluted weighted average
common shares outstanding .............................. 4,448,571
===========

See accompanying notes to financial statements.

F-4

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)

Statement of Shareholders' Equity

March 1, 2001 (Inception) Through September 30, 2001

Deficit
Preferred Stock Common Stock Accumulated
---------------- ------------------- Additional During
Par Par Paid-in Development
Shares Value Shares Value Capital Stage Total
-------- ------ --------- ------- --------- --------- --------

Balance, March 1, 2001 (inception) ................ -- $ -- -- $ -- $ -- $ -- $ --
March 1, 2001, shares issued to directors
in exchange for organization services
($.001/share) (Note B) ......................... -- -- 4,020,000 4,020 -- -- 4,020
May through September 2001, stock sold in
a private placement offering at $.15 per
share, less offering costs of $5,000
(Note D) ....................................... -- -- 1,000,000 1,000 144,000 -- 145,000
Office space and administrative support
contributed by an affiliate (Note B) ........... -- -- -- -- 3,000 -- 3,000
Net loss, period ended September 30, 2001 ......... -- -- -- -- -- (72,282) (72,282)
-------- ------ --------- ------- --------- --------- --------
Balance, September 30, 2001 -- $ -- 5,020,000 $ 5,020 $ 147,000 $ (72,282) $ 79,738
======== ====== ========= ======= ========= ========= ========

See accompanying notes to financial statements.

F-5

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)

Statements of Cash Flows

From March 1, 2001 (Inception) Through September 30, 2001

Cash flows from operating activities:
Net loss ...................................................... $ (72,282)
Transactions not requiring cash:
Amortization ............................................... 1,042
Common stock issued to directors in exchange for
organization services ................................... 4,020
Office space contributed by an officer (Note B) ............ 3,000
Changes in operating liabilities:
Increase in accounts payable and accrued liabilities ....... 4,745
---------
Net cash provided by (used in) operating activities (59,475)
---------

Cash flows from investing activities:
Website development costs ..................................... (25,000)
---------
Net cash (used in) investing activities (25,000)
---------

Cash flows from financing activities:
Proceeds from promissory note issued to officer (Note B) ...... 5,000
Repayment of officer promissory note (Note B) ................. (5,000)
Proceeds from the sale of common stock (Note D) ............... 150,000
Payments for offering costs (Note D) .......................... (5,000)
---------
Net cash provided by (used in) financing activities 145,000
---------

Net change in cash ................................................. 60,525
Cash, beginning of period .......................................... --
---------
Cash, end of period $ 60,525
=========

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest ................................................... $ 146
=========
Income taxes ............................................... $ --
=========

See accompanying notes to financial statements.

F-6

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)

Notes to Financial Statements

Note A: Organization and summary of significant accounting policies with basis
- --------------------------------------------------------------------------------
of presentation
- ---------------

Organization
- ------------

Sports Information & Publishing Corp. (the "Company") was incorporated in
Colorado on March 1, 2001. The Company publishes and distributes sports-specific
online publications. The Company's website is available on the Internet at
gridpicks.com. The Company plans to generate revenue through the sale of
advertising, subscriptions, and pay-per-use products on its website. The Company
is a development stage enterprise in accordance with Statement of Financial
Accounting Standard (SFAS) No. 7.

The Company has suffered significant operating losses since inception, which
raises substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's ability to
continue as a going concern is dependent upon its ability to generate sufficient
cash flow to meet obligations on a timely basis and ultimately to attain
profitability. The Company's management intends to obtain working capital
through operations and to seek additional funding through debt financings and
equity offerings to help fund the Company's operations. There is no assurance
that the Company will be successful in its efforts to raise additional working
capital or achieve profitable operations. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Summary of significant accounting policies
- ------------------------------------------

Cash equivalents and fair value of financial instruments

For the purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents. The Company had no cash equivalents at
September 30, 2001

The carrying amounts of cash and current liabilities approximate fair value due
to the short-term maturity of the instruments.

Use of estimates

The preparation of the financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect certain reported amounts of assets and liabilities;
disclosure of contingent assets and liabilities at the date of the financial
statements; and the reported amounts of revenues and expenses during the
reporting period. Accordingly, actual results could differ from those estimates.

Offering costs

Costs related to common stock offerings are recorded initially as a deferred
asset until the offering is successfully completed, at which time they are
recorded as a reduction of gross proceeds in shareholders' equity. If an
offering is not successful, the costs are charged to operations at that time.

F-7

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)

Notes to Financial Statements

Website development costs and amortization

The Company capitalizes internal and external costs incurred to develop its
website during the application development stage in accordance with Statement of
Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use". Capitalized web-site development costs are amortized
over an estimated life of three years commencing on the date the software is
ready for its intended use. The Company commenced amortizing its web-site
development costs on August 15, 2001. Amortization expense totaled $1,042 for
the period ended September 30, 2001.

In addition, the Company adopted the Emerging Issues Task Force Issue No. 00-2
("EITF 00-2"), "Accounting for Website Development Costs," during the period
ended September 30, 2001. EITF 00-2 requires the implementation of SOP 98-1 when
software is used by a vendor in providing a service to a customer but the
customer does not acquire the software or the right to use it.

Impairments on long-lived assets

The Company evaluates the recoverability of long-lived assets in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of." SFAS No. 121 requires recognition of impairment of long-lived assets in the
event the net book value of such assets exceeds the future undiscounted cash
flows attributable to such assets.

An impairment loss recognized in accordance with SFAS 121 would be measured as
the amount by which the carrying amount of the asset exceeds the fair value of
the asset. The fair value of an asset is the amount at which the asset could be
bought or sold in a current transaction between willing parties. Quoted market
prices in active markets are the best evidence of fair value and are used as the
basis of measurement, if available. If quoted market prices are not available,
the estimated fair value is based on the best information available in the
circumstances. The estimate of fair value would consider prices for similar
assets and the results of valuation techniques. Valuation techniques include the
present value of estimated future cash flows, option-pricing models, matrix
pricing, option-adjusted spread models, and fundamental analysis.

Start up costs

Costs related to the organization of the Company have been expensed as incurred.

Loss per common share

The Company reports earnings (loss) per share using a dual presentation of basic
and diluted earnings per share. Basic earnings (loss) per share exclude the
impact of common stock equivalents. Diluted earnings (loss) per share utilize
the average market price per share when applying the treasury stock method in
determining common stock equivalents. However, the Company has a simple capital
structure for the period presented and, therefore, there is no difference
between the basic and diluted earnings (loss) per share.

Year-end

The Company operates on a September 30 fiscal year-end.

F-8

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)

Notes to Financial Statements

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and the tax
basis of assets and liabilities for financial and income tax reporting. The
deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets
and liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.

Stock-based compensation

The Company accounts for stock-based employee compensation arrangements in
accordance with Accounting Principles Board ("APB") Opinion 25, "Accounting for
Stock Issued to Employees" and complies with the disclosure provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation." Under APB No. 25,
compensation expense is based on the difference, if any, on the date of grant,
between the fair value of the Company's stock and the exercise price. The
Company accounts for stock issued to non-employees in accordance with the
provisions of SFAS No. 123.

Note B: Related party transactions
- ----------------------------------

An officer contributed office space to the Company from March 1, 2001
(inception) through August 31, 2001. 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.

On March 9, 2001, an officer loaned the Company $5,000 in exchange for a
promissory note that carried a five percent interest rate. On September 28,
2001, the Company repaid the note and related accrued interest totaling $146.

On March 1, 2001, the Board of Directors approved the issuance of 4,020,000
shares of the Company's $.001 par value restricted common stock to three
directors of the Company in exchange for costs and services related to the
organization of the Company and the development of its business plan. On the
transaction date, the Company's common stock had no reliable market value. The
value of the transaction could not be objectively measured as the services were
rendered by related parties. The shares were valued by the Board of Directors at
a nominal value ($.001 per share) as the stock had no market value. Stock-based
compensation expense of $4,020 was recognized in the accompanying financial
statements for the period ended September 30, 2001.

F-9

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)

Notes to the Financial Statements

Note C: Income taxes
- --------------------

A reconciliation of U.S. statutory federal income tax rate to the effective rate
is as follows:
September 30,
2001
-------------

U.S. statutory federal rate 17.43%
State income tax rate, net of federal benefit 3.82%
Contributed rent -0.88%
Net operating loss for which no tax
benefit is currently available -20.37%
-------------
0.00%
=============

At September 30, 2001, the Company's current tax benefit consisted of a net tax
asset of $14,726, due to operating loss carryforwards of $72,282, which was
fully allowed for, in the valuation allowance of $14,726. The valuation
allowance results in deferred tax expense, which offsets the net deferred tax
asset for which there is no assurance of recovery. The change in the valuation
allowance for the period ended September 30, 2001 was $14,726. Net operating
loss carryforwards will expire through 2021.

The valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced; reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer impaired and the allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal Revenue Code, the Company's tax net operating loss carryforwards
generated prior to the ownership change will be subject to an annual limitation
which could reduce or defer the utilization of those losses.

Note D: Shareholders' equity
- ----------------------------

Preferred stock

The Board of Directors is authorized to issue shares of preferred stock in
series and to fix the number of shares in such series as well as the
designation, relative rights, powers, preferences, restrictions, and limitations
of all such series. The Company had no preferred shares issued and outstanding
at September 30, 2001.

Confidential offering of common stock

During the months from May 2001 through September 2001, the Company conducted a
private placement offering whereby it sold 1,000,000 shares of its $.001 par
value common stock for $.15 per share pursuant to an exemption from registration
claimed under Regulation D and/or Sections 4(2) and 3(b) of the Securities Act
of 1933, as amended. The shares were sold through the Company's officers and
directors. The Company received $145,000 after deducting offering costs totaling
$5,000. The Company relied upon exemptions from registration believed by it to
be available under federal and state securities laws in connection with the
offering.

F-10