UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
Commission file number 000-27987
Cavalcade of Sports Media, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 33-0766069
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
12268 Via Latina Del Mar, CA 92914
(Address of principal executive offices)
(858) 481-2207
(Issuer's telephone number)
Check whether the registrant (1) has filed all reports required to be
filed by Sections 13 or 15(d) of the Securities Exchange Act during
the past 12 months (or for such shorter period as the Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate the number of shares outstanding of each of the issuer's
class of common stock. The Registrant had 17,252,754 shares of its
common stock outstanding as of August 16, 2002 (Note use latest
practicable date).
CAVALCADE OF SPORTS MEDIA, INC.
(A Development Stage Company)
Quarterly Report on Form 10-QSB for the
Quarterly Period Ending June 30, 2002
Table of Contents
Part I: FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
CAVALCADE OF SPORTS MEDIA, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30 2002 December 31 2001
ASSETS
Current Assets:
Cash and Equivalents $ 502 $ 15,459
Other Receivable 30,000 30,000
Total Current Assets 30,502 45,459
Property and Equipment
Office Furniture, net
of depreciation 1,180 1,350
1,180 1,350
Other Assets
Film Library, at cost 522,577 522,577
Goodwill, net of amortization - 294,282
Other Investment 62,500 -
585,077 816,859
616,759 863,668
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses 423,508 318,419
Other Accrued Liabilities 380,000 380,000
Note Payable 1,015,665 1,084,415
Advances from Officers 207,366 193,799
Other Advances 45,000 45,000
Total Current Liabilities 2,071,538 2,021,633
Deficiency in Stockholders' Equity:
Preferred Stock, Par Value, $0.001 per
Share;10,000,000 Shares Authorized; None Issued
At June 30, 2002 and December 31, 2001 - -
Common Stock, Par Value, $0.001 Per
Share, 100,000,000 Shares
Authorized, 12,377,820 Shares Issued at June
30, 2002, and, 11,430,972
Shares Issued at December 31, 2001 12,378 11,431
Additional Paid-In Capital 2,828,401 1,595,973
Accumulated Deficit (4,295,559) (2,765,370)
(1,454,780) (1,157,966)
616,759 863,668
See accompanying notes to the unaudited condensed consolidated financial
information
CAVALCADE OF SPORTS MEDIA, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION
For the Period
For The Three Months Ended For The Six Months Ended July 29, 1997
June 30 June 30 (Date of
Inception
To June 30, 2002
2002 2001 2002 2001
Revenues $ - $ - $ - $ - $ -
Costs and Expenses:
Selling, General and
Administrative 771,385 287,976 1,122,454 617,356 3,117,307
Interest Expense 56,219 29,874 113,283 45,647 418,240
Depreciation & Amortization 85 24,693 24,693 49,216 221,218
Total Operating Costs 827,689 342,543 1,260,430 712,219 3,756,765
Other Income:
Miscellaneous Income - - - - 4,766
Interest Income - - - - 130
- - - - 4,896
Loss from continuing
operations, before
income taxes and
discontinued operations (827,689) (342,543) (1,260,430) (712,219) (3,751,869)
Loss from Discontinued Operations - - - - (352,905)
Income (Loss) on disposal of
discontinued operations - - - - 78,974
Net Loss (827,689) (342,543) (1,260,430) (712,219) (4,025,800)
Cumulative effect of
accounting change (269,759) - (269,759) - (269,759)
Net loss applicable
to common shares (1,097,448) (342,543) (1,530,189) (712,219) (4,295,559)
Income (Loss) per Common Share
(basic and assuming dilution) (0.09) (0.03) (0.13) (0.06) (0.53)
Continuing Operations (0.09) (0.03) (0.13) (0.06) (0.50)
Discontinued Operations - - - - (0.03)
Weighted Average Common Shares
Outstanding 11,913,943 11,220,902 11,732,079 11,140,902 8,080,001
See accompanying notes to the unaudited condensed consolidated
financial information
CAVALCADE OF SPORTS MEDIA, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Six Months Ended For the Period
June 30 July 29, 1997
(Date of
Inception) to
June 30
2002 2001 2002
Cash Flows from Operating
Activities:
Net Loss for the Period $ (1,530,189) $ (712,219) $(4,021,628)
Loss from Discontinued Operations - - (352,905)
Income on Disposal of Business
Segment - - 78,974
Adjustments to Reconcile Net (Loss) to
Net Cash Provided By Operating Activities:
Cumulative Effect of Accounting
Change 269,759 - 269,759
Depreciation and Amortization 24,693 49,216 221,218
Organization and Acquisition
Costs Expensed - - 11,553
Common Stock Issued in
Connection with Services
Rendered 1,020,875 400,000 1,991,713
Common Stock Issued in Exchange
for Debt - - 233,498
Preferred Stock Issued in
Exchange for Services - - 855
Conversion of Preferred Stock - - (855)
Write-off of acquired asset - - 5,000
Expenses Paid by Principal
Shareholder - 3,000 26,925
Expenses Paid by Shareholders
in Exchange for Stock - - 25,000
(Increase) Decrease in:
Other Receivables - - (30,000)
Increase(Decrease) in:
Accounts Payable and Accrued
Liabilities 105,088 88,988 193,927
Net Cash Provided by (Used in)
Operating Activities (109,774) (171,015) (1,346,966)
Cash Flows from Investing
Activities:
Capital Expenditures, Net of
Disposals - (137,515) (149,563)
Net Cash Used in Investing
Activities - (137,515) (149,563)
Cash Flows from Financing
Activities:
Proceeds from Sale of Common
Stock, Net of Costs 50,000 - 129,000
Proceeds from (Repayments of)
Loans 31,250 275,000 1,115,665
Other Advances - - 45,000
Advances from Officer 13,567 (20,000) 207,366
Net Cash Provided by (Used in)
Financing Activities 94,817 255,000 1,497,031
Net (Decrease) Increase in Cash
and Equivalents (14,957) (53,530) 502
Cash and Equivalents at
Beginning of the Period 15,459 59,840 -
Cash and Equivalents at End of
the Period 502 6,310 502
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Cash paid during the period for
Interest - - -
Cash paid during the period for
taxes - - -
Common stock issued in exchange
for services 1,020,875 400,000 1,991,713
Common stock issued in exchange
for debts - 125,000 223,498
Common stock issued for
investment 62,500 - 62,500
Conversion of preferred stock - - (855)
Preferred stock issued in
exchange for services - - 855
Contribution of shares to
treasury by principal
shareholder - - (2,821)
Acquisition:
Assets required - - 379,704
Goodwill - - 490,467
Accumulated deficit - - -
Liabilities assumed - - (588,027)
Common stock issued - - (282,144)
Net cash paid for acquisition - - -
Liabilities disposed of in
disposition of business, net - - 79,374.00
Net cash received in
disposition of business - - -
See accompanying notes to the unaudited condensed consolidated
financial information
CAVALCADE OF SPORTS MEDIA, INC.
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
JUNE 30, 2002
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
General
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions to
Form 10-QSB, and therefore, do not include all the information
necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with generally accepted
accounting principles.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six-month period ended June
30, 2002 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2002. The unaudited
condensed consolidated financial statements should be read in
conjunction with the consolidated December 31, 2001 financial
statements and footnotes thereto included in the Company's SEC Form 10-KSB.
Business and Basis of Presentation
Cavalcade of Sports Media, Inc. (the "Company") is in the development
stage and its efforts have been principally devoted to developing a
sports entertainment business, which will provide 24 hours per day
broadcasting from a library of nostalgic sports films and footage to
paid subscribers. The consolidated financial statements include the
accounts of Cavalcade of Sports Media, Inc. and its wholly-owned
subsidiary, Cavalcade of Sports Network, Inc. Significant
intercompany transactions have been eliminated in consolidation.
Reclassification
Certain reclassifications have been made to conform to prior periods'
data to the current presentation. These reclassifications had no
effect on reported losses.
NOTE B - GOODWILL AND OTHER INTANGIBLE ASSETS - ADOPTION OF STATEMENT 142
In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141 "Business
Combinations" (SFAS No. 141) and Statement of Financial Accounting
Standards No. 142 "Goodwill and Other Intangible Assets" (SFAS No.
142). SFAS No. 141 addresses financial accounting and reporting for
business combinations. This statement requires the purchase method of
accounting to be used for all business combinations, and prohibits the
pooling-of-interests method of accounting. This statement is effective
for all business combinations initiated after June 30, 2001 and
supercedes APB Opinion No. 16, "Business Combinations" as well as
Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 38, "Accounting for Preacquisition Contingencies of
Purchased Enterprises."
SFAS No. 142 addresses how intangible assets that are acquired
individually or with a group of other assets should be accounted for
in financial statements upon their acquisition. This statement
requires goodwill amortization to cease and for goodwill to be
periodically reviewed for impairment for fiscal years beginning after
December 31, 2001. SFAS No. 142 supercedes APB Opinion No. 17,
"Intangible Assets." The Company adopted the provisions of this
standard for its second quarter of fiscal 2002.
Upon adoption of SFAS 142 in the second quarter of 2002, the Company
recorded a one-time, non-cash charge of approximately $269,759 to
reduce the carrying value of its goodwill. Such charge is non-
operational in nature and is reflected as a cumulative effect of an
accounting change in the accompanying consolidated statement of
operations. In calculating the impairment charge, the fair value of
the impaired reporting unit was estimated at the fair value of assets
underlying the business, thereby eliminating the goodwill element entirely.
The following table presents the impact of SFAS 142 on net income
(loss) and net income (loss) per share had SFAS 142 been in effect for
the quarter and first six months ended June 30, 2002 and 2001:
For the Three Months Ended June 30 For the Six Months Ended June 30
2002 2001 2002 2001
Net Loss $ (1,097,448) $ (342,543) $ (1,530,189) $ (712,219)
Adjustments:
Amortization of goodwill - 24,523 - 49,046
Impairment of goodwill 269,759 - 269,759 -
Adjusted net (loss) (827,689) (318,020) (1,260,430) (663,173)
Shares used to
compute basic and
diluted net loss per
common share 11,913,943 11,220,902 11,732,079 11,140,902
Adjusted basic and
diluted net loss per share (0.07) (0.03) (0.11) (0.06)
Reported basic and
diluted net loss per
common share (0.09) (0.03) (0.13) (0.06)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
As previously reported this corporation is in a development stage and
has not yet conducted any business so as to become an income
producing entity. The Company intends to continue utilizing capital
raised from the sale of Capital Notes and or equity. Our annual
report (10-KSB) dated April 16, 2002 includes a detailed Plan of
Operations for this year. That annual report can be accessed on EDGAR.
The following discussion contains forward-looking statements that are
subject to significant risks and uncertainties about us, our current
and planned products, our current and proposed marketing and sales,
and our projected results of operations. There are several important
factors that could cause actual results to differ materially from
historical results and percentages and results anticipated by the
forward-looking statements. The Company has sought to identify the
most significant risks to its business, but cannot predict whether or
to what extent any of such risks may be realized nor can there be any
assurance that the Company has identified all possible risks that
might arise. Investors should carefully consider all of such risks
before making an investment decision with respect to the Company's
stock. The following discussion and analysis should be read in
conjunction with the financial statements of the Company and notes
thereto. This discussion should not be construed to imply that the
results discussed herein will necessarily continue into the future,
or that any conclusion reached herein will necessarily be indicative
of actual operating results in the future. Such discussion
represents only the best present assessment from our Management.
Overview
Results of Operations
The Company is in the development stage and is seeking to acquire and
market retired sporting footage and events, which have been
transferred to digital or Beta- SP format, for delivery to viewers
via satellite and cable transmission. The risks specifically
discussed are not the only factors that could affect future
performance and results. In addition the discussion in this
quarterly report concerning our business our operations and us
contain forward-looking statements. Such forward-looking statements
are necessarily speculative and there are certain risks and
uncertainties that could cause actual events or results to differ
materially from those referred to in such forward-looking statements.
We do not have a policy of updating or revising forward- looking
statements and thus it should not be assumed that silence by our
Management over time means that actual events or results are
occurring as estimated in the forward-looking statements herein.
As a development stage company, we have yet to earn revenues from
operations. We may experience fluctuations in operating results in
future periods due to a variety of factors including, but not limited
to, viewer acceptance of our sports channel and its nostalgic
content, our ability to acquire and deliver high quality products,
our ability to obtain additional financing in a timely manner and on
terms favorable to us, our ability to successfully attract viewers
and maintain viewer satisfaction, our promotions, branding and sales
programs, the amount and timing of operating costs and capital
expenditures relating to the expansion of our business, operations
and infrastructure and the implementation of marketing programs, key
agreements, and strategic alliances, the number of products offered
by us, the number of cancellations we experience, and general
economic conditions specific to the transferring of previously
televised material onto Beta- SP, the broadcasting of nostalgic
content, and the entertainment industry.
As a result of limited capital resources and no revenues from
operations from its inception, the Company has relied on the issuance
of equity securities to non-employees in exchange for services. The
Company's management enters into equity compensation agreements with
non-employees if it is in the best interest of the Company under
terms and conditions consistent with the requirements of Financial
Accounting Standards No. 123, "Accounting for Stock Based
Compensation." In order conserve its limited operating capital
resources, the Company anticipates continuing to compensate non-
employees for services during the next twelve months. This policy
may have a material effect on the Company's results of operations
during the next twelve months.
Revenues
We have generated no operating revenues from our inception. We
believe we will begin earning revenues from operations during the
fourth quarter of fiscal year 2002 as the Company transitions from a
development stage company to an active growth and acquisition stage company.
Costs and Expenses
From our inception through June 30, 2002, we have not generated any
revenues. We have incurred losses of $4,295,559 during this period.
Losses incurred during the second quarter of 2002 were $1,097,448
compared with losses of $342,543 during the second quarter of 2001.
Losses incurred during the six months ended June 30, 2002 were
$1,530,189 compared with losses of $712,219 during the same period of
2001. These losses stem from expenses associated principally with
equity-based compensation to employees and consultants, product
development costs and professional service fees. In addition, the Company
incurred a one-time non-cash charge of $269,759 reducing the carrying value of
its goodwill. Such a charge is non-operational in nature and is reflected as
a cumulative effect of an accounting change in the accompanying consolidated
statement of losses. In calculating the impairment charge, the fair value of
the impaired reporting unit was estimated at the fair value of assets
underlying the business, thereby eliminating the goodwill element entirely.
Liquidity and Capital Resources
As of June 30, 2002, we had a working capital deficit of $2,041,036
as a result of our operating losses since our inception. From its
inception, the Company has generated a cash flow deficit of
$1,346,966 from operating activities. We met our cash requirements
during this period through the private placement of $129,000 of
common stock, $1,160,665 from the issuance of capital and other notes
(net of repayments), and $207,366 from advances from the Company's
President (net of repayments).
While we have raised capital to meet our working capital and
financing needs in the past, additional financing is required in
order to meet our current and projected cash flow deficits from
operations and development and to acquire desirable film library
assets. We are actively engaged in negotiations with interested
investors and anticipate making a private equity placement at an
appropriate valuation and on terms acceptable to the existing
shareholders. We are also discussing possible joint venture
arrangements to share or finance costs, and pre selling advertising
and or sponsorships to raise working capital. We plan to raise
sufficient capital to fund operations for the next 12 months and to
finance the timely acquisition and digitization of additional vintage
sports film footage. We currently have no commitments for financing. There
is no guarantee that we will be successful in raising the funds required.
Acquisitions
Subsequent to June 30, 2002 the Company acquired of the assets of
Cineports.com, Inc. and Changebridge Entertainment LLC two companies
that the Company believes will enhance its multi-dimensional approach
to developing and distributing programming and strengthen its
management team and advisory board.
Cineports.com, Inc. was acquired by means of a merger of
Cineports.com, Inc. with and into a wholly owned subsidiary of
Cavalcade of Sports Media, Inc. The merger was closed on July 10,
2002, effective. July 1, 2002. The acquisition signals Cavalcade's
further development as a diversified programming and entertainment
company. Cineports' is engaged in the acquisition of distribution
agreements with several foreign film libraries to sell films to
homeowners, on a pay-per-view basis, via broadband. Currently,
Cineports has distribution agreements with substantial European film
libraries.
Contemporaneously with the closing of the merger, the president of
Cineports.com, Inc., Jefferson D. Simmons, became president of
Cavalcade of Sports Media Inc. Subsequent to the merger Mr. Simmons has
resigned, and as of the date of this filing, Mr. Ed Litwak is now President
of Cavalcade of Sports Media Inc.
Changebridge provides video concepts and presentations to market
goods and services enhancing corporate client opportunities, while
also creating and producing television programming.
These acquisitions strengthen the Company's management team and
advisory board with experienced and committed executives who provide
strong ties to key industry participants. These acquisitions will be
accounted for as required by the purchase method accounting, and it
is anticipated that the cost of these acquisitions will primarily be
allocated to goodwill. No incremental cash funding requirements are
anticipated as a result of these acquisitions.
We believe that our existing and planned capital resources will be
sufficient to fund our current level of operating activities, capital
expenditures and other obligations through the next 12 months.
However, if during that period or thereafter, we are not successful
in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could
have a material adverse effect on our business, results of operations
liquidity and financial condition.
The Company's independent certified public accountants have stated in
their report included in the Company's December 31, 2001 Form 10-KSB,
that the Company has incurred operating losses in the last two years,
and that the Company is dependent upon management's ability to
develop profitable operations. These factors among others may raise
substantial doubt about the Company's ability to continue as a going concern.
Product Research and Development
We do not anticipate performing research and development for any
products during the next twelve months.
Acquisition of Plant and Equipment and Other Assets (Film Library)
We do not anticipate the acquisition of any material property, plant
or equipment during the next 12 months, other than computer equipment
and peripherals used in our day-to-day operations. We believe we
have sufficient resources available to meet these acquisition needs.
However, negotiations are presently in progress to acquire
approximately 7,000 hours of additional vintage sports film footage.
The Company intends to aggregate more than 10,000 hour of vintage
sports programming by purchase or license. This film library and
footage will be necessary to support our mission to provide around
the clock broadcasting. Costs associated with program acquisition
and digitizing this footage are capitalized and this film library
becomes the primary programming asset of the Company. The Company
intends to acquire these film libraries on an opportune basis, as
they become available, and to negotiate acceptable financing
arrangements, which may be limited by its ability to raise sufficient
capital resources.
The Company presently has approximately 3,000 hours of program
content and believes that 4,300 hours would be sufficient for two
years of broadcast programming. Therefore, if the Company is not
successful in obtaining the full inventory of 10,000 hours during the
next twelve months, its ability to deliver near term program content
will not be impaired. Should sufficient financial resources become
available, it is the intention of the Company to acquire the full
target of 10,000 hours of quality vintage sports hours as soon as
possible. Once digitized, this film library has an unlimited shelf
life and adds measurable economic value to the Company's net assets.
In addition, it positions the Company to provide significant well-
timed entry barriers to competitors that may chose to enter the
nostalgia sports market.
Number of Employees
From our inception through the period ended June 30, 2002, we have
relied on the services of outside consultants for services and had no
employees. In order for us to attract and retain quality personnel,
we anticipate we will have to offer competitive salaries to future
employees. We anticipate that it may become desirable to add full
and or part time employees to discharge certain critical functions
during the next 12 months. Future executive staff positions to be added
include a CFO, EVP of Operations, CIO and a Senior Sales and Marketing
executive. Candidates have been identified for these positions, but the
Company presently has no obligation to enter into Employment
Agreements with these candidates. This projected increase in
personnel is dependent upon our ability to generate revenues and
obtain sources of financing. There is no guarantee that we will be
successful in raising the funds required or generating revenues
sufficient to fund the projected increase in the number of employees.
The Company also plans to use the advice of its Advisory Board on an
as needed basis. As we continue to expand, we will incur additional
cost for personnel.
Trends, Risks and Uncertainties
We have sought to identify what we believe to be the most significant
risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that
we have identified all possible risks that might arise. Investors
should carefully consider all of such risk factors before making an
investment decision with respect to our Common Stock.
Cautionary Factors that May Affect Future Results
Our annual report (10-KSB) dated April 16, 2002 includes a detailed
list of cautionary factors that may affect future results.
Management believes that there have been no material changes to those
factors listed, however other factors besides those listed could
adversely affect us. That annual report can be accessed on EDGAR.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
(a) Not Applicable.
(b) Not Applicable.
(c) During the fiscal quarter ended June 30, 2002 the Registrant
issued the following securities without registration under the
Securities Act of 1933:
Capital Notes
On May 16, 2002 the Registrant issued a $25,000 Capital Note to a
foreign, accredited investor for a loan in the principal amount
subscribed to on April 26, 2002. This issuance was considered exempt
under Regulation S and under Section 4(2) of the Securities Act.
Common Stock
On June 4, 2002 the Registrant issued 80,000 shares of its Common
Stock to a foreign accredited investor upon conversion of $100,000 of
debt previously existing from February 15, 2001. This issuance was
considered under Section 3(a)(9) of the Securities Act.
Also on June 4, 2002 the Registrant issued 100,000 shares of its
Common Stock each (200,000 shares total) to Lynrow Associates and
Marketlink of South Florida, Inc., respectively, as the second
installment of the signing bonus pursuant to the December, 2000
Consulting Agreement for services in connection with cable television
broadcasting. In addition the Registrant issued 127,500 shares of
its Common Stock each (255,000 shares total) to both entities in
payment of the agreed monthly fee for services for 2001 and the first
6 months of 2002. These issuances were considered exempt under
Section 4(2) of the Securities Act of 1933.
Also on June 4, 2002 the Registrant issued 100,000 shares of its
Common Stock to a financial public relations and financial consultant
as both a signing bonus and a fee for services under a Consulting
Agreement. This issuance was considered exempt under Section 4(2) of
the Securities Act of 1933.
On June 18, 2002 the Registrant issued 8,500 shares to one of its
legal counsel for services, 2,000 shares to a web site designer for
services, and 1,200 shares to an accountant for bookkeeping services.
These issuances were considered exempt under Section 4(2) of the
Securities Act of 1933.
(d) Not applicable.
Item 3. Defaults Upon Senior Securities.
The defaults on the Capital Notes, previously reported, have not been
cured and such defaults continue.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description
99.1 Certification of Ed Litwak Pursuant to Section 906
of Sarbanes-Oxley Act of 2002 (filed herewith).
99.2 Certification of James Chamberlain Pursuant to Section 906 of
Sarbanes-Oxley Act of 2002 (filed herewith).
(b) Reports on Form 8-K.
On June 4, 2002, the Company filed a Current Report on Form 8- K
dated June 4, 2002, and amended on June 14, 2002 reporting under Item
5, disclosing the execution of a Letter of Intent to acquire
Changebridge Entertainment Television LLC.
On June 14, 2002, the Company filed a Current Report on Form 8-K
dated June 14, 2002, disclosing the execution of a Letter of Intent
to acquire Cineports.com, Inc.
SIGNATURES
In accordance with requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Cavalcade of Sports Media, Inc.
(Registrant)
Date September 11, 2002 /s/Ed Litwak
Ed Litwak, President