AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 2003

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

AMENDMENT NO. 4 TO
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 84-1579760
- ------------------------------ ---------------------------- ------------------
(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.
Dufford & Brown, P.C.
1700 Broadway, Suite 1700
Denver, Colorado 80290-1701
(303) 861-8013

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [x]

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 on the estimated sales price of the common stock

In accordance with Rule 416 promulgated under the Securities Act of 1933, this
registration statement also covers such indeterminate number of additional
shares of common stock as may become issuable upon stock splits, stock dividends
or similar transactions.

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 ___, 2003

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 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. The selling shareholders may sell their
shares at $.15 per share until a market develops, and thereafter at prevailing
market prices or privately negotiated prices. 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.

There is no trading market for our common stock at present.

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 ____, 2003

Table of Contents
-----------------

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

RISK FACTORS..............................................................3
RISKS ASSOCIATED WITH OUR FINANCIAL POSITION...........................4
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.................9
INTRODUCTION...........................................................9
PLAN OF OPERATION......................................................9
LIQUIDITY.............................................................11
RESULTS OF OPERATIONS.................................................12
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.........................13

OUR BUSINESS.............................................................13
BACKGROUND............................................................13

DATA PROVIDER AGREEMENT...............................................14

PRODUCTS OF THE COMPANY...............................................14
DISTRIBUTION..........................................................15
ADVERTISING AND PROMOTION.............................................16
CUSTOMERS.............................................................16
EMPLOYEES.............................................................16
FACILITIES............................................................16
LEGAL PROCEEDINGS.....................................................16

REPORTS TO SECURITY HOLDERS...........................................17

MANAGEMENT...............................................................17
OFFICERS AND DIRECTORS................................................17
CONSULTANTS...........................................................19
EXECUTIVE COMPENSATION................................................20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................20

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...........21

SHAREHOLDINGS OF MANAGEMENT..............................................21

PLAN OF DISTRIBUTION.....................................................25

DESCRIPTION OF OUR COMMON STOCK..........................................27
MARKET FOR COMMON STOCK...............................................27
HOLDERS...............................................................27
DIVIDENDS.............................................................27
SHARES ELIGIBLE FOR SALE..............................................27
COMMON STOCK..........................................................28
PREFERRED STOCK.......................................................28
CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION...................29
LIMITATION OF DIRECTOR LIABILITY AND INDEMNIFICATION..................29
TRANSFER AGENT........................................................30

COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES....30
LEGAL MATTERS.........................................................31
EXPERTS...............................................................31

PART II INFORMATION NOT REQUIRED IN PROSPECTUS...........................32

SIGNATURES...............................................................35

FINANCIAL STATEMENTS ................................................F-1 - F-11

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 information. We currently publish college and professional football
information in a newsletter format on our website and via e-mail at no charge to
a targeted market, and hope to generate revenues through pay-per-use products
which provide premium information. We began offering pay-per-use information in
October 2001. To date, subscribers to our premium service have been nominal, and
we are evaluating our marketing plan.

We currently publish only during the football season, from approximately
August to the end of January. This is our second football season of operation.
Our newsletters are distributed weekly during the football season, and we have
approximately 2800 subscribers to our football newsletter at this time. We
presently have 49 shareholders, very limited revenue and extremely limited
capitalization.

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.

Financial Operating Results

We reported revenue of $225 for the period from inception through
September, 30, 2002. For the period from March 1, 2001 (inception) through
September 30, 2002, we reported a net loss of $141,996. We anticipate reporting
a loss from operations for the foreseeable future, as we endeavor to perfect our
business plan and increase our subscriber base. 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.

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, 2002. 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.

Year Period from inception Period from inception
Ended (March 1, 2001) (March 1, 2001)
September 30, 2002 to September 30, 2001 to September 30, 2002
------------------ --------------------- ---------------------
Statement of
Operations Data:

Revenues $ 225 -0- 225
Operating expenses 69,939 72,282 142,221
Loss from operations (69,714) (72,282) (141,996)
Loss per share (.01) (.02)

Balance Sheet Data: September 30, 2002 September 30, 2001
------------------ ------------------
Current assets $ 979 60,525
Total assets 16,604 84,483
Current liabilities 3,080 4,745
Total stockholders' equity 13,524 79,738

Our Business

We provide sports and related information services via the Internet and
telephone to the general public. All of our premium services, for which we hope
to generate our revenue, are available only by telephone. These premium services
consist of predicting the winner of the featured games and providing support for
our choices.

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 limited to the United States.
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 continued offering
of premium information to our subscribers. 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, weekly, electronic newsletter providing information
about college and professional football in the United States. These
publications provides analysis of key match ups during the week and
are used as a means of attracting premium purchasers.

o We offer several premium products at a charge to the user.

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

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

At the commencement of the 2002 football season, there were approximately
2800 subscribers to our newsletter.

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 addi-
tional premium purchasers through marketing of our current football publica-
tions, 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 subscribers to our database who
pay for the premium information that 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 2003-2004 season, we
anticipate development and delivery of a basketball publication similar to
GridPicksTM. In that publication, we hope 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

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, and our common stock may never be quoted on the OTC Bulletin Board.

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. We were organized on March
1, 2001, and have a limited operating history and extremely limited revenue. Our
activities to date have been limited to developing our business plan,
organizational efforts, obtaining financing, distribution of our free
newsletters and very limited sales of our premium products. We must be
considered in the promotional stage and in the very early phases of our
development, embarking upon a new venture. You should be aware of the
difficulties encountered by such enterprises, as we face 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. We have extremely limited
capitalization and are dependent on achieving profitable operations and receipt
of additional financing to continue as a going concern. We had revenue of $225
through September 30, 2002. 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. Because of
the seasonal nature of our services, we expect that we will be unable to achieve
profitability before the end of the 2003 football season. 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 we believe that there is sufficient demand for our products
and services, there is no assurance that we can operate successfully or generate
revenues, profits or returns to our shareholders. Our business plan is premised
on targeting specific sports-minded demographics and promoting our pay-per-use
products. Since we were only recently formed, we cannot predict the demand for
our premium products from which we hope to generate revenues. While we believe
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. To date, the results of our marketing have been
disappointing. Our business plan is loosely based on business conducted by
sports publishing entities. However, we have not undertaken a market or
feasibility study to evaluate the feasibility of our business plan.

Because of the seasonal nature of our present business, we do not generate
revenues for six months of the year, and risk losing the customers we gain each
season. Our current products are only distributed during the football season and
pre-season, approximately from the beginning of August of each year through the
Super Bowl at the end of January. That means that, to be successful, we must
generate sufficient revenues during the season to pay our expenses during the
off-season and to reintroduce our products the following year. Additionally, we
risk losing the customers we have gained during the season by our absence during
the six month period constituting the off-season. While we may add basketball
and eventually other sports to fill up a greater portion of the year, we will
not be implementing any additional products for the remainder of the current
calendar year. We believe our minimum capital requirement for the 2003-2004
football season is approximately $5,000. While we believe we have or can raise
sufficient capital to finish our service for the 2002 football season, we cannot
be assured that our customers will remain loyal or that we will be able to
generate sufficient revenues for future periods.

Since our premium products were only recently launched, we have very few
revenue-generating customers. Our success is dependent on our ability to market
our premium products to a sufficient number of customers to generate revenue and
profit. We believe 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. To date, we have not undertaken any marketing efforts other
than targeted e-mails. 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, midway through
the 2001-2002 football season. We recommenced our services in mid-September of
2002, and, accordingly, our ability to generate any customer loyalty or obtain
additional purchasers of our premium service has been 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. We anticipate 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, we 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, our success 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 our
business plan, overseeing product and website development, drafting our
newsletters, developing our website and premium product content 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 we
believe we have the requisite expertise to implement our plan, there is no
assurance our efforts will result in revenue or profit to the Company. Further,
the loss of Mr. Tanner could adversely affect the conduct of our business. (See
"MANAGEMENT.")
5

Our officers and directors control substantially all of our voting stock,
insuring their continued control of the Company. Our officers and directors 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.
We have not paid dividends on our common stock to date, and there are no plans
to pay any in the foreseeable future. Our initial earnings, if any, will be
retained to finance our growth. Any future dividends will be directly dependent
upon our earnings, our 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.
Our Articles of Incorporation 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 inclusion 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.

If we are unsuccessful in obtaining inclusion of our common stock in the
OTC Bulletin Board, our common stock will have limited liquidity. While we have
not yet done so, it is our intention to apply for quotation of our common stock
on the OTC Bulletin Board following the date of this prospectus. We believe such
inclusion will provide additional exposure to our stock and our company, and
potentially allow increased liquidity for our shareholders.

The NASD currently regulates the application for, and quotation of, stocks
on the OTCBB. According to the OTCBB website, there are no minimum quantitative
standards which must be met by an issuer for its securities to be quoted on the
OTCBB; however the eligibility rule limits quotations on the OTCBB to securities
of issuers that are current in their reports filed with the SEC. Additionally,
the Nasdaq Stock Market has proposed to phase-out the OTCBB over a period of

time and replace it with a stock exchange called the "BBX." The proposal from
the Nasdaq currently pending before the SEC would require companies to meet some
non-financial standards for listing, such as appointment of independent
directors and an audit committee and an annual shareholders' meeting and proxy
solicitation. We do not anticipate any problem meeting these standards, if they
are adopted; however, compliance may make the cost of doing business more
expensive.

Micro-cap securities have historically been vulnerable to fraud, and,
therefore, are subject to increased scrutiny. A micro-cap security is generally
a low priced security issued by a small company, or stock of companies with low
capitalization. We believe that our stock will be considered a "micro-cap"
security because of the size of our company and our limited capitalization, and
due to its status as a micro-cap security, our application for listing on the
OTCBB may receive increased scrutiny.

While we believe we will satisfy the criteria for inclusion on the OTCBB,
and we will endeavor to comply with any reporting requirements that we are, or
become, subject to, we cannot assure that our application will be successful. We
will also endeavor to meet the BBX requirements, if those requirements are
imposed. Our failure to obtain such inclusion in the OTCBB or listing on the BBX
may result in shareholders having difficulty selling their shares, should they
desire to do so. No market maker has agreed to file an application for inclusion
of our stock on the OTC Bulletin Board.

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, neither we, nor the selling shareholders have
retained an investment banker to assist in marketing our common stock. As a
result, investors may 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. Our common stock 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, they may make sales 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 our common stock . 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 presently 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. Our activities to date have been limited to
organizational efforts, obtaining financing, development of our website,
publishing our free newsletters and extremely limited sales of our premium
products. Our revenues to date have been extremely limited.

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,
2002, we recognized approximately $25,000 in web site development costs. The
efforts of professional web consultants were 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
the site, and worked on perfecting it throughout our first football season. We
continued to modify and update our site during the off-season in the summer of
2002.

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. Our primary method of
obtaining subscribers came as part of our agreement with our website service
provider. That entity contacted individuals included on their database with
e-mail solicitations which introduced our website. These preliminary efforts
resulted in approximately 100 individuals subscribing to our free newsletter.
Based on the form of e-mail solicitations that were most successful, our service
provider sent additional rounds of advertisements, and, combined with
individuals who have subscribed to our newsletters after independently finding
our site on the Internet or hearing about it by word of mouth, we created our
current database. The cost to us for the e-mail advertisements was included in
the cost of the website design and construction. We maintain a subscriber base
of approximately 2800 individuals to our free football newsletter at this time.
During our initial season, we sent out a college football newsletter and a
professional football newsletter. Based upon the feedback we received, we now
send out one combined electronic newsletter with information on both college and
professional sports.

In September of 2002, we commenced sending e-mail solicitations similar to
those that garnered our initial database. There is no additional cost to us for
this form of marketing at this point, as we are working off of the original
database of e-mail addresses provided to us in conjunction with our web site
development. Additionally, we hope to use some print advertisements in football
or sporting newspapers in the future, such as The Las Vegas Sporting News and
fantasy league football publications. Since print advertising is costly, our use
of that avenue depends substantially on the availability of working capital. We
may also consider marketing over the radio. We have not yet determined the costs
of print or radio advertisements.

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.

Our current publication, "GridPicks(TM)," is a weekly football publication,
published from approximately August through January, 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. Over
time, this service has expanded to include additional information, such as
game-day weather, injury reports and other football related information. 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 developed four premium products (see "Our Business - Products").
These products consist of win-loss predictions for featured professional and
collegiate football games. In our initial season, the premium products were
available over the internet by use of a credit card. Primarily because of
software development obstacles, we have modified the delivery of our premium
information, and now make it available exclusively over the telephone at a cost
of $25 for all four premium products, both college and NFL.

Our representatives staff telephones from noon to 5:00 p.m., mountain time,
on Thursdays and Fridays during football season. These representatives offer
predictions on featured games and a lively discussion designed to substantiate
our selections. Since our caller volume has been minimal to date, we have little
experience from which to gauge the interest of callers in our narrative
description of these games.

We will not be prepared to implement our basketball newsletter before March
2004 at the earliest, in time for the "March Madness" NCAA Basketball
Championship Final Four tournament, and will likely wait until the commencement
of the 2003 basketball season or even March of 2004. Implementation of the
basketball newsletter will require additional website design applicable to the
sport, but costs should be considerably less than our initial design costs, as
the basketball site will use the same infrastructure as the football site.

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.

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 and maintain 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 were
retained for working capital.

The following information discusses briefly our financial condition and results
of operations at September 30, 2002 and September 30, 2001, and for the periods
from inception to September 30, 2002. For more complete information, reference
is made to the financial statements included at the end of this Prospectus.

Liquidity

September 30, 2002
- ------------------

At September 30, 2002, we had $979 in cash and $3,080 in total liabilities,
or a working capital deficit of $(2,101). Liabilities consisted of accounts
payable and accrued salaries. Proceeds from a private placement represent all
but an insignificant amount of our cash flow for the period ended September 30,
2002. An officer of the Company has loaned us money on an as-needed basis in the
past, and we expect that such funding, combined with our revenues, will be
sufficient to last us through the end of the current football season.

Management is of the opinion that we will require additional financing
prior to the commencement of the next football season 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 $225 in revenues through September 30, 2002 and limited working
capital, and raises substantial doubt as to our ability to continue as a going
concern.

Our operations during the current football season failed to generate the
cash flow that we hoped. Accordingly, our directors or officers may consider
short-term loans to the Company on an as-needed basis. We do not have any
binding commitments from our directors or officers to provide such loans to the
Company. In addition, we may consider additional funding through more permanent
debt financings or additional equity offerings. While there is no assurance that
we will be successful in obtaining sufficient financing, we believe we will be
able to make financing arrangements sufficient to continue through the 2002
football season.

September 30, 2001
- ------------------

Our working capital at September 30, 2001 consisted of $60,525 of cash and
current liabilities of $4,745, or working capital of $55,780. All of that amount
was expended in the year ended September 30, 2002 on operations, general and
administrative expenses.

During the period ended September 30, 2001, we 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. We had no revenues in the period ended September 30, 2001.

Results of Operations

Year Ended September 30, 2002
- -----------------------------

For the year ended September 30, 2002, we realized a net loss of $69,714,
or $.01 per share, on $225 in revenue. That revenue comes from only 30
subscribers during the current football season. Operating expenses for this
period included $26,491 in salaries and payroll taxes, $22,908 for legal,
accounting and consulting fees, $4,250 for website hosting and maintenance fees,
$8,333 in amortization and $6,000 for rent.

We publish/distribute only during the football season, generally from the
pre-season sometime in August through the end of January. Our costs are minimal
during the off-season. Our primary expense during the off-season is a maximum of
$250 per month to maintain our site hosting. While our expenses during the
off-season are minimal, we do not generate any revenues for approximately one
half of the year, so we must generate enough revenues during the season to not
only pay our expenses during the football season, but also the expenses that we
accrue during the off season. During this off season, we anticipate a detailed
review of our marketing plan, as our operating results to date have been
unsatisfactory.

We are of the opinion that we will continue to incur losses until such
time, if ever, that we obtain sufficient purchasers of our premium products to
generate revenues sufficient to cover operating and other expenses.

Year Ended September 30, 2001
- -----------------------------

For the period from inception through September 30, 2001, we 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.

Changes In and Disagreements With Accountants

We have retained our accountants, Cordovano and Harvey, P.C., 201 Steele
Street, Suite 300, Denver, Colorado 80206 since our 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 currently publish football information on our website and in a free weekly
newsletter format. The football season runs from approximately August through
the end of January of each year. Our services, and our ability to generate
revenues, are currently suspended during the off-season.

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 predictions. Our belief that our database is composed of
sports fans is based upon the fact that our newsletter is only e-mailed to
individuals that have voluntarily chosen to subscribe to our football product.
Individuals can also subscribe directly through our website. This free
newsletter is designed to generate interest in our revenue generating products.
It is our hope that many of the individuals who have voluntarily subscribed to
our free sports newsletters will be willing to pay for premium access, but we
have not conducted sufficient business, nor done any market studies, to verify
that our subscribers are, in fact, willing to pay for the premium information
that we offer. Our belief that our subscriber base will be willing to pay for
information is in part based upon the success of other sports-related websites,
including those mentioned below, that charge a fee for access to information. We
may also sell sports-related advertising (sponsorships) to be published within
the newsletters as a method of generating revenue.

The publication provides 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. Examples of our free newsletter content can be viewed on our
website at www.gridpicks.com.

The newsletter and premium products are authored primarily by Mr. Tanner
with some assistance from David Preston, an unpaid consultant. As a former
professional football player, Mr. Preston enjoys the challenge of analyzing
these games. We may use another or additional consultants or contracted sports
journalists in the future.

Mr. Tanner and members of our Board edit the articles. We obtain certain
statistical and other information from websites and other public information,
which we review, edit and condense into a cohesive package for the recipient.
While statistics and other raw data are freely available to the public, we try
to combine the various forms of available information and add our expert
opinions and analysis. The opinion and analysis content is not generally
available from other providers without charge. We believe most football or
general sports websites provide statistical information, limited predictions
without substantial analysis, and general sports reporting. Examples of these
sites include NFL.com, Football.com, SportsIllustrated.CNN.com,
CBSSPortsLine.com and collegefootballlocks.com. Few, if any, providers of which
we are aware provide in-depth analysis. Those that do offer analysis charge a
fee. For example, ESPN.com Insider offers an editorial product for $39.95 per
year, football-picks-online.com offers a product for $25 per week or $200 per
season, DonBest.com offers products from $99 to $500 per month.

We are a new entrant in this industry and face significant competition from
providers, including those discussed above. We are at a disadvantage to major
providers that have crossed over from other media, such as ESPN and CBS Sports,
as they have significant resources and are already household names with sports
fans. We believe our marketing strategy of sending e-mails that invite
recipients to subscribe will provide us with a solid, loyal database, as only
those that have requested the information will receive it, and they will receive
it in the form of an e-mail newsletter each week during the season, rather than
having to get on the internet and go to a particular site.

We consider our game analysis to be proprietary. Because of the level of
inside knowledge and expertise of our contributors and editors, based on their
personal experience and contacts within the professional and collegiate football
systems, we believe our analysis to be personal and unique to us and a
worthwhile product to the consumer.

Data Provider Agreement

Effective September 1, 2002, we executed an agreement with the Computer
Information Network, Inc., d/b/a The Sports Network, to provide sports related
data for our use, including display on our website. This agreement provides us
access to a wealth of sports information collected by the provider, including
sports related news, statistics, injury reports, weather, scores and real time
game updates. Most of this information is available through links on our
website. Some of it is used exclusively for our evaluation in analyzing football
games. The agreement expires January 31, 2003, following which we will evaluate
the renewal for the following football season. We paid the provider $500 per
month pursuant to the terms of this arrangement.

Products of the Company

Our inaugural publication is called GridPicks(TM). This is a seasonal,
weekly newsletter-format on-line publication dedicated to football fanatics.
GridPicks(TM) was launched at the commencement of the 2001-2002 football season.
We have secured the Internet domain name www.gridpicks.com. The free newsletter
provides information regarding selected upcoming college and professional games
for the week. The free information includes, by way of example, the featured
teams' win/loss record, statistical ranking, last game results, injuries, field
conditions, key trends, along with a general overview analysis of the upcoming
games. The free portion also links to game day weather, team standings, latest
news, contests and trivia.

Our premium products include "Dogs' Dog," predictions based upon an
in-depth analysis of teams considered underdogs; "Inside the Huddle,"
predictions by sources considered to have contacts or a higher degree of
knowledge of the particular teams; "System Plays," predictions based upon a
statistical analysis and analytical system devised by advisors to the Company;
and "Platinum," predictions based upon a detailed and in-depth analysis of
players, injury reports, trends, etc., utilizing the highest degree of
information available. Each of these products is available for selected games
each week. Our consultant, as a former professional football player, has various
personal contacts within the football industry, and our Board members, as former
coaches and players, have maintained contacts within the football industry as
well. These resources are considered very accessible and reliable.

We have 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 no
earlier than March of 2004, in time for the "March Madness" NCAA Basketball
Championship Final Four tournament. 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.

We employ 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. That is, we will retain our web site
administrator to send out an e-mail to a variety of individuals, depending on
our budget and projected success ratio, offering our free subscription products.
Only those individuals who are interested in receiving our publications will
respond by choosing to subscribe on the application provided. Those who do not
respond are not sent the publication, nor sent additional e-mails. We then
e-mail our basic publications directly to that targeted demographic (those who
subscribe), 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 an advertisement to telephone the
Company to receive additional information 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 information that
provides greater insight, analysis, information and commentary not commonly
known to the general public, in that consumers are willing to pay for newspaper
and magazine subscriptions. (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. We intend to expand our marketing through the use of targeted
e-mails, strategic business alliances and advertising. While we have not formed
any strategic alliances to date, we may pursue joint marketing agreements with
other recreational or entertainment web sites. Under such an agreement, we would
provide links on our respective websites to the other party's website. Our goal
would be to form such alliances with websites drawing the same demographic.

Customers

We have approximately 2800 subscribers to our free newsletter. We totaled
approximately 18 premium purchasers during our first season and 30 during our
current season.

Employees

Currently, we only have one employee, Mr. Tanner, our president and chief
executive officer. We may also engage a consultant at no charge to assist with
our expert analysis during the football season. Mr. Tanner does not receive
compensation for his services as an employee.

Facilities

We own 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. The office space is currently
being donated to the Company, and we accrue $500 each month to reflect this
donation.

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. We are not aware of the contemplation of any such legal proceeding.

Reports to Security Holders

We are not currently a reporting company, nor are we required to deliver an
annual report to our securities holders. Because of the cost involved in sending
out annual reports, we do not intend to send out an annual report to our
securities holders during the current fiscal year. However, contemporaneously
with an effective date for the registration statement of which this prospectus
is a part, we intend to register our common stock under the Securities Exchange
Act of 1934. When our registration statement is declared effective, we will be
required to file annual and quarterly reports with the SEC and, once registered
under the Exchange Act, we will be required to file proxy and information
statements.

You may read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
also obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site,
www.sec.gov, that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the SEC.

MANAGEMENT

Officers and Directors

The following individuals presently serve as our officers and directors:

Name Age Position
---- --- --------

Michael D. Tanner 49 Chairman of the Board of Directors,
President, Chief Executive Officer

Mary Beth Doubet 45 Secretary/Treasurer

Steven W. Rich 47 Director

Bradley R. Parker 41 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 our
business.

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.

While we do not currently have an audit committee, we may create an audit
committee and adopt a charter if we obtain listing on the OTC Bulletin Board, in
preparation for transitioning to the BBX.

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, although he has not provided such information to any
publications in the last five years.

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 Company's executive assistant. 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, the California Angels
baseball club drafted Mr. Parker. 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 served as a consultant for the Company during
our inaugural football season. Because of our limited working capital and cash
flow, we will not formally engage Mr. Preston as a consultant, until such time
as we generate sufficient revenues to pay a consulting fee. He may assist us on
an ad hoc basis until our cash flow improves. Mr. Preston is 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

The following table summarizes the total compensation of our chief
executive officer (the "Named Executive Officer") for the period since
inception. No other executive officer received more than $100,000 in salary and
bonuses during the last fiscal year.

SUMMARY COMPENSATION
--------------------

Annual Compensation
-------------------------------------
Other
Year Ended Annual
Name September 30, Salary Compensation
- ---------------------------------------- -------------- ------ ------------
Michael D. Tanner, Chairman of the Board, 2001 -- $4,000(1)
President, Chief Executive Officer
2002 -- --
______________________
(1) Mr. Tanner received 4,000,000, shares of our common stock valued at par
value of $.001, in March of 2001 for services rendered in incorporating and
organizing the Company's business.
______________________

Mr. Tanner, the chief executive officer, currently serves without
compensation. We are not currently contemplating paying any compensation to Mr.
Tanner. No compensation will be paid until we reach profitability, the amount of
which will be determined at that time.

Directors will not receive any cash compensation, but have received stock
for their services on the Board in the amount of 4,000,000 shares to Mr. Tanner
and 10,000 shares to each of the other directors. We do not anticipate paying
any future compensation to directors, either in the form of cash or stock.

Certain Relationships and Related Transactions

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

As of March 1, 2001, we completed our 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. Services rendered
included creating our business plan, organizing the Company, securing facilities
and resources for the use of the Company and assisting with website design and
development. 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.

Effective March 9, 2001, we 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 on September 28, 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
- -------------

We occupy office space pursuant to an informal arrangement with an
affiliate of our president, Michael Tanner. We occupy the 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.
The office space is valued at $500 per month.

Our management 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
our common stock outstanding, our only class of voting securities 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 September of 2001.
______________________________

PLAN OF DISTRIBUTION

We are registering the shares of common stock covered hereby on behalf of
the Selling Stockholders. 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").
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. The selling shareholders may sell their shares at $.15 per share
until a market develops, and thereafter at prevailing market prices or privately
negotiated prices.

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; and (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.

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. If necessary, we will file a post-effective
amendment to this Registration Statement to include any additional or changed
material information on the plan of distribution.

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

Our 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 issued and outstanding. Market
for Common Stock

Market for Common Stock

There is currently no public trading market for our common stock.

Holders

There are approximately 49 holders of common stock.

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.

Shares Eligible for Sale

We have a total of 5,020,000 shares of common stock outstanding. None of
our shares are currently freely tradable without restriction or further
registration under the Securities Act. Restricted securities may be sold in the
public market only if they are registered or if they qualify for an exemption
from registration under the Securities Act. Until the effective date, all of our
shares of common stock are "restricted securities" as defined in Rule 144, and,
effective September of 2002, all 5,020,000 are eligible for sale pursuant to
Rule 144, subject to the time-period and volume restrictions imposed by that
Rule.

Restricted securities may be sold in the public market only if they are
registered or if they qualify for an exemption from registration under the
Securities Act. Additional shares of common stock will be available for sale in
the public market (subject in the case of shares held by affiliates to
compliance with certain volume restrictions) as follows:

Under Rule 144 a person (or persons whose shares are aggregated),
including an affiliate, who has beneficially owned shares for at least
one year can sell, within any three-month period beginning 90 days
after the date of this prospectus, a number of shares of common stock
that does not exceed the greater of:

(a) 1% of the then outstanding shares of common stock (about 50,200
shares immediately after the offering); or

(b) the average weekly trading volume in the common stock during the
four calendar weeks before notice of Rule 144 sale is filed,
subject to certain restrictions.

There must be adequate current information about the issuer of
the securities before the sale can be made. This generally means that
the issuer complied with the periodic reporting requirements of the
Securities Exchange Act of 1934.

The sales must be handled in all respects as routine trading
transactions, and brokers may not receive more than a normal
commission. Neither the seller nor the broker can solicit orders to
buy the securities.

At the time an order is placed, a Form 144 notice must be filed
with the SEC if the sale involves more than 500 shares or the
aggregate dollar amount is greater than $10,000 in any three month
period.

In addition, any person not deemed to have been our affiliate at
any time during the 90 days before a sale and who has beneficially
owned the shares proposed to be sold for at least two years may sell
those shares under Rule 144(k) without regard to the volume limits
described above.

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. Our Articles of Incorporation
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 our Preferred Stock.

All of our 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 our Board of Directors 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.

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 have been 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, 2002 and for the period from
inception to June 30, 2002 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.

Until _____________, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

(Space intentionally left blank)

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 exchange for services valued at $4,020. 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 and
completed in September of 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 shares were offered for $.15 per share for a total
consideration of $150,000 received by the Company. We provided each prospective
purchaser with a private placement memorandum describing the terms and
conditions of the proposed investment, including a statement notifying the
purchaser that the securities were not registered and could not be resold
without registration or unless an exemption from registration was available.
Additionally, the stock certificates contain a legend setting forth the
restrictions on transferability. 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 our officers or directors , and each of whom signed a
subscription agreement indicating that he or she was acquiring the securities
for himself or herself.

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 Subscriber Contract with The Computer Information Network, Inc. dated
September 1, 2002.

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.

_______________________________
* Filed herewith
_______________________________

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.

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 13th day of January, 2003.

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.

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

/s/ Michael D. Tanner
- --------------------------
Michael D. Tanner Chairman of the Board, Chief January 13, 2003
Executive Officer, President,
Chief Financial Officer

/s/ Steven W. Rich
- --------------------------
Steven W. Rich Director January 13, 2003

/s/ Bradley R. Parker
- --------------------------
Bradley R. Parker Director January 13, 2003

/s/ Mary Beth Doubet
- --------------------------
Mary Beth Doubet Treasurer, Chief Accounting January 13, 2003
Officer

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

Index to Financial Statements

Page
----

Report of Independent Auditors ........................................... F-2

Balance Sheet at September 30, 2002 ...................................... F-3

Statements of Operations for the year ended
September 30, 2002, March 1, 2001 (inception) through
September 30, 2001 and March 1, 2001 (inception)
through September 30, 2002 ......................................... F-4

Statement of Changes in Shareholders' Equity from March 1, 2001
(inception) through September 30, 2002 .............................. F-5

Statements of Cash Flows for the year ended September 30, 2002,
March 1, 2001 (inception) through September 30, 2001
and March 1, 2001 (inception) through September 30, 2002 ............ F-6

Notes to Financial Statements ............................................ F-7

F-1

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

Report of Independent Auditors

We have audited the accompanying balance sheet of Sports Information &
Publishing Corp. (a development stage company) as of September 30, 2002, and the
related statements of operations, changes in shareholders' equity and cash flows
for the year ended September 30, 2002, from March 1, 2001 (inception) through
September 30, 2001, and from March 1, 2001 (inception) through September 30,
2002. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits 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 audits provide 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, 2002, and the results of its operations and its cash
flows for the year ended September 30, 2002, from March 1, 2001 (inception)
through September 30, 2001, and from March 1, 2001 (inception) through September
30, 2002 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 1 to the financial
statements, the Company has suffered significant operating losses since
inception, which 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 1. 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
November 27, 2002
F-2

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)
Balance Sheet
September 30, 2002

Assets

Cash .............................................................. $ 979
Web site development costs, net of accumulated
amortization of $9,375 (Note 1) ............................... 15,625
---------

$ 16,604
=========

Liabilities and Shareholders' Equity

Accounts payable and accrued liabilities .......................... $ 3,080
---------
Total liabilities ............................... 3,080
---------

Shareholders' equity (Notes 2 and 4):
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 .................................... 150,500
Deficit accumulated during development stage .................. (141,996)
---------

Total shareholders' equity ...................... 13,524
---------

$ 16,604
=========

See accompanying notes to financial statements

F-3

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

Statements of Operations

March 1, March 1,
2001 2001
(Inception) (Inception)
Year Ended Through Through
September 30, September 30, June 30,
2002 2001 2002
----------- ----------- -----------

Revenue .......................................... $ 225 $ -- $ 225
----------- ----------- -----------

Expenses:
Stock-based compensation (Note 2):
Organization costs and services ........... -- 4,020 4,020
Salaries and payroll taxes ................... 26,491 12,135 38,626
Professional fees ............................ 22,908 31,377 54,285
Web site wire service, hosting and maintenance 4,250 17,518 21,768
Rent (Note 2) ................................ 2,500 500 3,000
Contributed rent (Note 2) .................... 3,500 3,000 6,500
Amortization ................................. 8,333 1,042 9,375
Interest expense (Note 2) .................... 3 146 149
Other ........................................ 1,954 2,544 4,498
----------- ----------- -----------
Total expenses ................ 69,939 72,282 142,221
----------- ----------- -----------

Loss before income taxes ...... (69,714) (72,282) (141,996)

Income tax provision (Note 3) .................... -- -- --
----------- ----------- -----------

Net loss ...................... $ (69,714) $ (72,282) $ (141,996)
=========== =========== ===========

Basic and diluted loss per share ................. $ (0.01) $ (0.02)
=========== ===========

Basic and diluted weighted average
common shares outstanding .................... 5,020,000 4,448,571
=========== ===========

See accompanying notes to financial statements.

F-4

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

Statement of Changes to Shareholders' Equity

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

Balance at March 1, 2001 (inception) ....... -- $ -- $ -- $ -- $ --

March 1, 2001, shares issued to directors
in exchange for organization services
($.001/share) (Note 2) ................. 4,020,000 4,020 -- -- 4,020
May through September 2001, stock
sold in a private placement offering
at $.15 per share, net of offering costs
of $5,000 (Note 2) ..................... 1,000,000 1,000 144,000 -- 145,000
Office space and administrative support
contributed by an officer (Note 2) ..... -- -- 3,000 -- 3,000
Net loss ................................... -- -- -- (72,282) (72,282)
---------- ---------- ---------- ---------- ----------

Balance at September 30, 2001 .............. 5,020,000 5,020 147,000 (72,282) 79,738

Office space contributed by an
officer (Note 2) ....................... -- -- 3,500 -- 3,500
Net loss ................................... -- -- -- (69,714) (69,714)
---------- ---------- ---------- ---------- ----------

Balance at September30, 2002 ............... 5,020,000 $ 5,020 $ 150,500 $ (141,996) $ 13,524
========== ========== ========== ========== ==========

See accompanying notes to financial statements.

F-5

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

Statements of Cash Flows

March 1, March 1,
2001 2001
(Inception) (Inception)
Year Ended Through Through
September 30, September 30, June 30,
2002 2001 2002
--------- --------- ---------

Cash flows from operating activities:
Net loss ......................................... $ (69,714) $ (72,282) $(141,996)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization ............................... 8,333 1,042 9,375
Stock-based compensation (Note 2) .......... -- 4,020 4,020
Office space and administrative support
contributed by an officer (Note 2) ...... 3,500 3,000 6,500
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable
and accrued liabilities .............. (1,665) 4,745 3,080
--------- --------- ---------
Net cash used in
operating activities ........ (59,546) (59,475) (119,021)
--------- --------- ---------

Cash flows from investing activities:
Payment for web site development costs ........... -- (25,000) (25,000)
--------- --------- ---------
Net cash used in
investing activities ........ -- (25,000) (25,000)
--------- --------- ---------

Cash flows from financing activities:
Proceeds from promissory note issued to
officer (Note 2) .............................. -- 5,000 5,000
Repayment of promissory note issued to
officer (Note 2) .............................. -- (5,000) (5,000)
Proceeds from the sale of common stock (Note 4) .. -- 150,000 150,000
Payments for offering costs (Note 4) ............. -- (5,000) (5,000)
--------- --------- ---------
Net cash provided by
financing activities ........ -- 145,000 145,000
--------- --------- ---------

Net change in cash .......... (59,546) 60,525 979

Cash, beginning of period ............................ 60,525 -- --
--------- --------- ---------

Cash, end of period .................................. $ 979 $ 60,525 $ 979
========= ========= =========

Supplemental disclosure of cash flow information:
Income taxes ..................................... $ -- $ -- $ --
========= ========= =========
Interest ......................................... $ -- $ 146 $ 146
========= ========= =========

See accompanying notes to financial statements.

F-6

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)
Notes to Financial Statements

(1) Nature of Organization and Summary of Significant Accounting Policies

Nature of 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 web site 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 web site. 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 generated during the 2002 football season. In addition,
management has considered additional funding through debt financings and equity
offerings should additional working capital be needed in the future; however,
management does not have immediate plans to conduct debt financings or equity
offerings at this time. No directors, officers or shareholders have committed to
fund the Company's operations or to make loans or other financing arrangements
available to the Company. 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.

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, 2002.

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 principles 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 initially deferred until the
offering is successfully completed, at which time they are recorded as a
reduction of gross proceeds from the offering. If an offering is not successful,
the costs are charged to operations at that time.

Start up costs

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

F-7

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)
Notes to Financial Statements

Web site development costs and amortization

The Company capitalizes internal and external costs incurred to develop its web
site 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 $8,333,
$1,042, and $9,375 for the year ended September 30, 2002, from March 1, 2001
(inception) through September 30, 2001, and from March 1, 2001 (inception)
through September 30, 2002.

In addition, the Company adopted the Emerging Issues Task Force Issue No. 00-2
("EITF 00-2"), "Accounting for Web site Development Costs," during the period
ended December 31, 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.

Costs incurred during the operating stage of the web site including training,
administration, maintenance, and other costs to operate the web site are
expensed as incurred. However, costs incurred during the operating stage that
provide additional functions or features and that upgrade or enhance the web
site are capitalized.

Following is a schedule of significant costs (capitalized and expensed) related
to the web site's development and operation:

March 1, March 1,
2001 2001
Year Ended (Inception) (Inception)
Ended Through Through
September 30, September 30, September 30,
Description 2002 2001 2002
- ----------------------------------------- ------- ------- -------

Capitalized:
Web site development ................. $ -- $25,000 $25,000
======= ======= =======

Expenses:
Web site maintenance .................... $ -- $12,378 $12,378
Web site hosting ........................ 1,250 1,140 2,390
Web site wire service ................... 3,000 4,000 7,000
------- ------- -------
Total web site expenses............... $ 4,250 $17,518 $21,768
======= ======= =======

Impairment and disposal of long-lived assets

The Company evaluates the carrying value of its long-lived assets under the
provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". Statement No. 144 requires impairment losses to be recorded
on long-lived assets used in operations when indicators of impairment are
present and the undiscounted future cash flows estimated to be generated by
those assets are less than the assets' carrying amount. If such assets are
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying value or fair value, less
costs to sell.

F-8

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)
Notes to Financial Statements

Revenue recognition

The Company's revenues are reported in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 101, "Revenue Recognition." The Company
recognizes revenue only after its service has been performed and collectibility
of its fee is reasonably assured.

Earnings (loss) per common share

Basic earnings per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
(the denominator) for the period. The computation of diluted earnings per share
is similar to basic earnings per share, except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if potentially dilutive common shares had been issued.

At September 30, 2002, there was no variance between basic and diluted loss per
share as there were no potentially dilutive common shares outstanding.

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. SFAS 123 requires the fair value based method of
accounting for stock issued to non-employees in exchange for services.

Companies that elect to use the method provided in APB 25 are required to
disclose pro forma net income and pro forma earnings per share information that
would have resulted from the use of the fair value based method. The Company has
elected to continue to determine the value of stock-based compensation
arrangements under the provisions of APB 25.

Year-end

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

F-9

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)
Notes to Financial Statements

(2) Related Party Transactions

An officer contributed office space to the Company for the periods from March 1,
2001 (inception) through August 31, 2001 and from March 1, 2002 through
September 30, 2002. 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.

(3) Income Taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
is as follows:

September 30,
2002 2001
--------- -------

U.S. statutory federal rate ....................... 17.08% 17.43%
State income tax rate, net of federal benefit ..... 3.84% 3.82%
Contributed rent .................................. -1.05% -0.88%
Net operating loss for which no tax
benefit is currently available ................. -19.87% -20.37%
-------- -------
0.00% 0.00%
======== =======

At September 30, 2002, the Company's current tax benefit consisted of a net tax
asset of $28,579, due to operating loss carryforwards of $135,496, which was
fully allowed for, in the valuation allowance of $28,579. The valuation
allowance results in deferred tax expense, which offsets the net deferred tax
asset for which there is no assurance of recovery. The changes in the valuation
allowance for the year ended September 30, 2002 and from March 1, 2001
(inception) through September 30, 2001 totaled $13,853 and $14,726,
respectively. Net operating loss carryforwards will expire through 2022.

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.

F-10

SPORTS INFORMATION & PUBLISHING CORP.
(A Development Stage Company)
Notes to Financial Statements

(4) 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, 2002.

Confidential offering of common stock

During the months from May 2001 through September 2001, the Company conducted an
exempt 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 net proceeds of $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-11