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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-KSB/A þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2003 0-18045
(Commission File Number) BOUNDLESS MOTOR SPORTS RACING, INC.  Colorado
(State or other jurisdiction of
Incorporation)
    
    84-0953839
(IRS Employer Identification No.)
 2500 McGee Street Suite 147
Norman, OK 73072
(Address of principal executive offices) (Zip Code) Issuer telephone number, including area code: (405) 360-5047 or (877) 5-RACING Securities registered pursuant to Section 12(b) of the Act: Title of each class: None Name of each exchange on which registered: N/A Securities registered pursuant to Section 12(g) of the Act: Title of each class: None Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to
the filing requirements for at least the past 90 days.
o Yes    
þ No Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. o State issuers revenues for its most recent fiscal year. $0 Transitional Small
Business Disclosure Format:o
Yes     þ No Aggregate market value of the voting stock held by non-affiliates of the registrant as of January
13, 2004: $9,577,495 (at a closing price of $3.90 per share). As of January 13, 2004, 17,382,168 of the Issuers $.0001 par value common stock were outstanding.




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TABLE OF CONTENTS  PART 1Item 1. BusinessItem 2. PropertyItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity and Related Stockholder MattersItem 6. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7. Financial Statements and Supplementary DataItem 8. Changes in and Disagreements on Accounting and Financial DisclosureItem 8A. Evaluation of Internal and Disclosure ControlsPART IIIItem 9. Directors and Executive Officers of the Registrant and Compliance with Section 16(a)Item 10. Executive CompensationItem 11. Security Ownership of Certain Beneficial Owners and ManagementItem 12. Certain Relationships and Related TransactionsPART IVItem 13. Exhibits and Reports on Form 8-KItem 14. Principal Accountant Fees and ServicesSIGNATURESRule 13a-14(a)/15d-14(a) CertificationsRule 13a-14(a)/15d-14(a) CertificationsSection 1350 Certifications    Table of Contents  
 PART 1 
 Item 1. Business Boundless Motor Sports Racing, Inc. (the Company) was incorporated under the laws of the State of
Colorado on July 7, 1983 under the name Moonstone, Inc. (Moonstone) for the primary purpose of
seeking acquisitions of businesses or properties, without limitation as to geographic location or
type of business. Moonstones initial activities were directed toward the acquisition of operating
capital. Moonstone changed its name to The Entity, Inc. in 1991. On July 31, 2003, The Entity, Inc. acquired Boundless Motor Sports Racing, Inc., a Nevada
corporation (Boundless), and GPX Partners, L.L.C., a Texas limited liability company (GPX), in
exchange for an aggregate of 14,926,400 newly issued shares of The Entity, Inc.s common stock. As
a result of these transactions, the former owners of Boundless and GPX, as a group, acquired
control of The Entity, Inc. through their aggregate holdings of approximately 94.8% of the voting
securities of The Entity, Inc. On July 31, 2003, in connection with the Company the acquisition of Boundless and GPX, The Entity,
Inc. changed its name to Boundless Motor Sports Racing, Inc. The Company is now focusing its efforts as a dirt track style racing and sports entertainment
company that seeks to acquire and operate motor sports sanctioning bodies and venues. The Company
is still in the early stages of its development and will have to sell equity or obtain loans to
have any cash for even limited operations. The Company has five (5) full-time employees. Motor Sports Industry Motor sports are among the most popular and fastest-growing spectator sports in the United States,
with annual attendance at all U.S. motor sports events exceeding 18 million people. The Company
believes that the impetus for growth in this industry has been the growing popularity of NASCAR,
due to increased broadcast network television exposure. The motor sports racing industry consists of several distinct categories of auto racing, each with
its own organizing body (sanctioning body), with corresponding sanctioned events. Sanctioning
bodies are responsible for all aspects of race management required to conduct a racing event,
including: regulating racing, drivers, safety and teams, providing officials to ensure fair
competition, and administering the race and series purses and other prize payments. Sanctioning
bodies typically derive revenues from merchandising, race sponsorships, television distribution,
and membership fees. In the 2001 racing season, approximately $1.5 billion was spent on corporate
sponsorships in the motor sports industry, according to IEG Sponsorship Report, Chicago. Of the sanctioning bodies in the United States, NASCAR, IRL, NHRA, and Grand Am are among the more
well known sanctioned motor sport bodies in the United States. The largest auto-racing category in
the United States, in terms of media exposure and sponsorships, is stock car racing, conducted by
the National Association of Stock Car Auto Racing (NASCAR). Until roughly ten years ago, NASCAR
events and viewership were predominately confined to the southeastern part of the US. Today, NASCAR
races are held, and viewers hail from, all over the country. Motor sport events are generally heavily promoted, with a number of supporting events surrounding
each main race event. Examples of supporting events include: secondary races, qualifying time
trials, practice sessions, driver autograph sessions, automobiles and product expositions, catered
parties, other racing related events designed to maximize the spectators overall entertainment
experience and enhance value to sponsors. 2




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Dirt-Track Racing The dirt-track style of racing is considered one of the more affordable, grass roots family
entertainment forms of motor sport racing, especially among motor sport enthusiasts. Many of the
dirt oval tracks in operation in the United States today have their roots at county or state
fairgrounds and dirt track racing has historically been the highlight at these state and county
fairs. Historically, these type of races were promoted locally. Many of the promoters of
dirt-track style racing saw large profits made in this form of racing, and in turn, built their own
tracks and began promoting races on a more regional basis. Today, there are over 900 dirt-style racing tracks in the United States and in excess of 25,000
drivers who actively race on dirt tracks. There are numerous sanctioning bodies for this type of
racing, and races are generally classified according to car types, including: modified, super
modified, sportsman, late models and sprint cars. Among dirt-track style racing sanction bodies,
World of Outlaws and DIRT Motorsports are the best known. Currently the sponsorship for dirt track
racing consists of regional sponsors General Business Plan The Companys general business plan is to acquire and operate motor sports sanctioning bodies and
venues and seek to nationalize dirt-track style motor racing. The Company believes that much of
the current success of motor sport racing is due to the efforts of NASCAR in consolidating,
marketing and promoting its stock car races, and the Companys current strategy is to utilize this
model for dirt-track style racing. Under this business model, the Company anticipates revenues from
the primary sources that typically generate revenue for motors sport sanctioning bodies: (1)
sanctioning fees; (2) merchandise sales and licensing fees; (3) sponsorships; (4) television and
electronic media distribution rights; (5) membership fees; and (6) event ticket sales. Sanctioning fees Race sanctioning bodies sanction racing events at various venues in exchange for fees from track
operators and race promoters. Because a sanctioned racing event typically draws greater fan
attendance, track operators and racing promoters will generally seek to have their event
sanctioned. Based upon current industry dirt-track operations, the Company believes that its
sanctioning fees should run from $2,500 to $50,000 per event depending on several variables,
including: size of race, race venue, revenue sharing with the track owner or promoter, race purses
and other prizes. Merchandise The growing popularity of motor sports events, has resulted in substantial revenue growth for
officially licensed racing-related merchandise. For example, retail sales of apparel, souvenirs,
collectibles, and other merchandise licensed by NASCAR drivers, teams, and track
operators/promoters has climbed to approximately $1.4 billion in 2002 from approximately $800
million in 1990. Following the NASCAR business model, the Company believes that there is a
substantial merchandising revenue potential for its dirt-track style race sanctioning bodies. Sponsorship Drawn to the sport by the attractive economics and strong brand loyalty of the fans, sponsors are
very active in all aspects of auto racing. Sponsors directly support both racing teams, through
the funding of certain costs of their operations, and sanctioning bodies for the use of official
trademarks and logos, and also actively seek advertising exposure through television and radio
coverage, newspapers, race programs, brochures, and advertising at the track on the day of the
race. In addition, sponsors also support track operators by paying fees associated with the naming
of events and at premier racing events such as the Daytona 500, it is not uncommon to have multiple
official corporate sponsors. During the 2001 racing season, approximately $1.5 billion was spent
on corporate sponsorship in the motor sports industry, according to IEG Sponsorship Report,
Chicago. Based upon current industry dirt-track operations, the Company believe that sponsorship
revenues will be a significant source of the Companys potential revenues. 3




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Television and Electronic Media Distribution Rights Increased exposure to sanctioned events generally leads to increased revenues from sponsorships and
other forms of advertising in addition to the revenues generated from licensing the broadcast and
distribution rights for the events. Thus, the Company believes that to obtain the greatest
exposure for its events and the highest value in sponsorship rights, the Company must promote its
sanctioned events though television and other electronic media distribution. To this end, the
Company will seek broadcast and media distribution partners. The Company expects to model these
efforts after NASCAR which saw a twenty-nine percent increase in television viewership in 2002. Membership Fees In order for a motor sport racing team to compete in sanctioned races, the teams must first pay
membership fees to the sanctioning body for that race. These fees typically increase with the
popularity of race series and serve to pay for costs associated with running a sanctioning body.
Based upon current industry dirt-track operations, the Company believes that its team membership
fees should run from $50 to $150 per individual, depending on several variables, including the
ability of the Company to successfully promote the races its sanctions. Event Ticket Sales Track owners and promoters make a large portion of their revenues from event ticket sales. The
prices charged range from $10 to $100 depending on several variables, including: size of race, race
venue, popularity of the drivers, teams and overall racing series. The Company will only receive
revenues from event ticket sales at tracks that it will own or lease. Current Activities The Company has entered into definitive agreements to acquire DIRT Motorsports, Inc. (DIRT), and
World of Outlaws, Inc. (WoO), both of which companies are dirt-track style racing sanctioning
bodies. In addition to sanctioning dirt-track style races, DIRT also owns and operates two racing
facilities, and operates an additional three leased facilities, which are included in the pending
DIRT transaction. The Company additionally has established and sanctioned a new Late Model Dirt Racing Car Series
(Series) for the 2004 racing season, with racing scheduled to start in February of 2004. As of
January 13, 2004, the Company had received tentative commitments from 12 drivers to race in this
Series. This Series is independent of the aforementioned acquisitions of DIRT and WoO. The costs of acquiring DIRT and WoO will consist of either cash, common stock of the Company, or a
combination of both. The Company needs additional funding to complete either of these acquisitions
and to begin the Series because the Company has nominal assets and limited financial resources. See
Financial Statements. The Companys main source of funding to date has been provided by the Companys Chairman and CEO,
Paul A. Kruger. This funding, as of January 13, 2004, consists of approximately $2.2 million in
equity investments and promissory notes. See Financial Statement footnotes for further details.
The Company estimates it will require approximately $9,000,000 to complete its current plan to
acquire DIRT and WoO, begin the Series and to cover working capital items until these acquisitions
are completed. DIRT Motor Sports, Inc. DIRT Motorsports, Inc. is the countrys largest dirt-racing sanctioning body for Big Block
Modified, 358 Modified, and Sportsman classes, and was founded 32 years ago by Glenn Donnelly, one
of the most successful and well respected names in dirt track racing. In 2002 DIRT Motorsports held
783 sanctioned races for Modified, Super Modified, and Sportsman classes and an additional 17
full-fender championship races. These brought the final event count to exactly 800, the
second-highest season total in DIRT Motorsports history. The sanctioning bodys prize jewel, the
Eckerd 200 at the New York State Fairgrounds in Syracuse, New York, will be celebrating its 32nd
anniversary in October 2004, and is expected to draw 100,000 in attendance. Each year, DIRT
Motorsports 4




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sanctioned races are held at nearly 40 DIRT Motorsports affiliated tracks situated throughout the
Northeastern U.S. and Canada. DIRT Motorsports is also the only dirt-track style race sanctioning body to boast an in-house
television production department that produces, syndicates and distributes over 37 hours of live
and taped productions of the DIRT Racing Series. This racing series is presently seen on
Speedvision, Time Warner Cable, and the Empire TV Network. DIRT Motorsports races are also carried
on cyber series coverage with live audio on the World Wide Web during every Modified Super DIRT
Series race. World of Outlaws, Inc. World of Outlaws (WoO) is an internationally recognized sanctioning body for dirt-track style
racing and has been the leading name in Sprint Car Racing for the past 25 years. World of Outlaws
was originally founded, and is still managed, by Ted Johnson. This year, World Of Outlaws will hold
over 100 sanctioned races at 52 dirt tracks throughout the United States and twelve additional
races will be held in Australia. Eight of the 100 WoO races in 2004 are currently scheduled to take
place during either the NASCAR Winston Cup weekends or the IRL weekends to capitalize on the
popularity of NASCAR and IRL, and are anticipated to draw an estimated 30,000 spectators each. The early days of Sprint Car racing saw drivers crisscrossing the country in search of the highest
paying races they could find. At that time there were no rules governing when, where, or how they
raced. Thus they were dubbed the Outlaws. Today WoO sanctioned races give fans some of the most
exciting wheel-to-wheel racing on dirt in the world, while emphasizing safety and sportsman-like
conduct in pursuit of victory. Sprint car racing is a uniquely American form of motor sport, spawned during the early 20th century
at fairground horse tracks, where it is still popular today. It was once considered a
stepping-stone to the Indianapolis 500 before the arrival of rear-engine Indy cars in the early
1960s; and sprint car racing has maintained its place in the American culture. Unlike other forms
of racing, sprint car racing rules are uniform across the country. Certain Risks The Companys business is subject to numerous risk factors, including the following: No Operating History or Revenue and Minimal Assets. The Company has had no operating history nor
any revenues or earnings from operations. The Company has no significant assets or financial
resources. The Company will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of additional fund raising. This may result in the
Company incurring a net operating loss, which will increase continuously until the Company can
raise the funds necessary to complete the targeted acquisitions. Once completed, there is no
assurance that the Company can successfully operate the acquired businesses. Speculative Nature of Companys Proposed Operations. The success of the Companys proposed plan of
operation will depend to a great extent on the operations, financial condition and management of
the targeted acquisitions and managements ability to identify additional business opportunities. Scarcity of and Competition for Business Opportunities and Combinations. The Company is currently
an insignificant participant in the business of seeking mergers with, joint ventures with and
acquisitions of motor sports racing sanctioning bodies and facilities. A large number of
established and well-financed entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for the Company. Nearly all such
entities have significantly greater financial resources, technical expertise and managerial
capabilities than the Company and, consequently, the Company will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a business combination.
Moreover, the Company will also compete in seeking merger or acquisition candidates with numerous
other small public companies. 5




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Management. The Company currently is adding qualified management to lead and assist it in
developing plans and integrating acquired businesses; however, there can be no assurances that the
Company will be successful in these efforts. Need for Additional Capital. The Company will be required to obtain financing to implement our
business plan and acquisition strategy. As a result, your evaluation of the Company is based on a
lack of operating history and upon the uncertainty of our ability to raise capital or to consummate
the targeted acquisitions. If such capital needs are met through the issuance of equity or
convertible debt securities, the percentage ownership of our shareholders will be reduced. Our
success will be determined in a large part by our ability to obtain financing, and we can give no
assurance that we will be successful in obtaining adequate financing on favorable terms, if at all.
The absence of financing may impair our ability to implement our business plan. Although there are
no present plans, agreements, commitments or undertakings with respect to the issuance of
additional shares of common stock or securities convertible into any such shares, we may decide to
issue securities to third parties in the future to consummate an acquisition. Any such shares
issued would further dilute the percentage ownership of our common stock held by our shareholders. Qualified Auditors Opinion. As the future success of the Company is likely dependent on its
ability to fund operations and close the transactions described herein, the Companys auditor has
issued a qualified opinion as to its ability to continue as a going concern. Illiquidity of Common Stock.Although there is a public market for our common stock, trading
volume has been historically low which substantially increases your risk of loss. We can give no
assurance that an active and liquid public market for the shares of the common stock will develop
in the future. Low trading volume in our common stock could affect your ability sell the shares
of common stock. The development of a public trading market depends upon not only the existence of
willing buyers and sellers, but also on market makers. The market bid and asked prices for the
shares may be significantly influenced by decisions of the market makers to buy or sell the shares
for their own account, which may be critical for the establishment and maintenance of a liquid
public market in the shares. Market makers are not required to maintain a continuous two-sided
market and are free to withdraw firm quotations at any time. Additionally, in order to maintain our
eligibility for quotation on the OTC Bulletin Board, we need to have at least one registered and
active market maker. No assurance can be given that any market making activities of any additional
market makers will commence or that the activities of current market makers will be continued. Effect of Substantial Future Sales of Common Stock. Sales of substantial amounts of our common
stock in the public market in the future could have an adverse effect on the market price of our
common stock. Sales of substantial amounts of our common stock in the public market, or the
perception that such sales could occur, could adversely affect prevailing market prices of our
common stock. No Dividends. We have not paid any dividends to date, and have no plans to pay any dividends on
our common stock for the foreseeable future. We can give no assurance that we will ever pay any
dividends in respect of the common stock. Safe Harbor Statement Certain statements contained in this Form 10-KSB constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act), and Section 21E of the Exchange Act. These statements, identified by words such
as anticipate, believe, estimate, should, expect and similar expressions, include our
expectations and objectives regarding our future financial position, operating results and business
strategy. These statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our actual results,
performance or achievements, or industry results, to be materially different from and worse than
those described in the forward-looking statements. Such risks and uncertainties include those set
forth in this section and elsewhere in this Form 10-KSB. We do not intend to update the
forward-looking information to reflect actual results or changes in the factors affecting such
forward-looking information. We intend the forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements in the Private Securities Litigation Reform Act of
1995. 6




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Item 2. Property Boundless currently leases 5,200 square feet of office space and has its corporate headquarters at
1801 Gateway Blvd, Suite 105, Richardson, TX 75080. The current lease term is for 72 months. 
 Item 3. Legal Proceedings The Company is not a party to any pending legal proceedings, nor is its property subject to such
proceedings. 
 Item 4. Submission of Matters to a Vote of Security Holders On July 28, 2003, the shareholders approved, at a special meeting of the shareholders of the
Company: (i) a change of its corporate name; and (ii), a one for 100 hundred reverse stock split.
The record date for such reverse stock split was August 12, 2003. 
 PART II 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters The range of high and low bid quotations for the Companys common stock for each fiscal quarter
since the last report, as reported by the OTC Bulletin Board, was as follows: Year EndedSeptember 30, 2003
    
    High
    
    
    LowFirst quarter
    
    
    *
    
    
    
    *Second quarter
    
    
    *
    
    
    
    *Third quarter
    
    $
    3.00
    
    
    $
    1.00Fourth quarter
    
    $
    10.00
    
    
    $
    1.00
    The above quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission
and may not necessarily represent actual transactions. As of September 30, 2003, there were 409 record holders of the Companys common stock. The Company has not declared or paid any cash dividends on its common stock and does not anticipate
paying dividends for the foreseeable future. The Company has not issued any options under the Companys stock option plan. Boundless Merger On July 31, 2003 the Company entered into an Agreement and Plan of Merger (the Boundless Merger
Agreement), by and among the Company, Boundless, the shareholders of Boundless and TEI
Acquisition, Inc., a wholly-owned subsidiary of the Company (TEI), pursuant to which, TEI merged
with and into Boundless and Boundless emerged from the merger as the surviving corporation and a
wholly-owned subsidiary of the Company. Pursuant to the terms of the Boundless Merger Agreement, (i) each outstanding share of the capital
stock of Boundless held in its treasury was canceled and retired, (ii) the remaining 13,461,200
outstanding shares of capital stock of Boundless were converted into the right to receive an
aggregate of 13,461,200 shares of the Companys common stock, on a post-split basis. The structure
of the Boundless Merger Agreement was determined through negotiations between the parties thereto.
No material relationship existed between the Company and Boundless, or any affiliate, director, or
officer of the Company, or any associate of any such director or officer. 7




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The shares issued to the former shareholders of Boundless were issued without registration in
reliance upon Section 4(2) of the Securities Act of 1933, as amended. GPX Partners, L.L.C. On July 31, 2003, the Company entered into an Agreement and Plan of Merger (the GPX Merger
Agreement), by and among the Company, GPX, the members of GPX and GPX Acquisition, Inc., a
wholly-owned subsidiary of the Company (GAI), pursuant to which, GAI merged with and into GPX and
GPX emerged from the merger as the surviving corporation and a wholly-owned subsidiary of the
Company. Pursuant to the terms of the GPX Merger Agreement, the outstanding membership interests of GPX were
converted into the right to receive an aggregate of 1,465,200 shares of the Companys common stock,
on a post-split basis, and GPX became a wholly owned subsidiary of the Company. The structure of
the GPX Merger Agreement was determined through negotiations between the parties thereto. No
material relationship existed between the Company and GPX, or any affiliate, director, or officer
of the Company, or any associate of any such director or officer. The shares issued to the former shareholders of Boundless were issued without registration in
reliance upon Section 4(2) of the Securities Act of 1933, as amended. 
 Item 6. Managements Discussion and Analysis of Financial Condition and Results of Operations The Company was a development stage company until February 4, 2004. Thus, no ongoing operations
were conducted and no revenues were generated during the period ended September 30, 2003. Operating
expenses incurred were general and administrative expenses associated with maintaining the Company
while the aforementioned acquisitions were pursued. Nature of Business Moonstone, Inc., (Moonstone) was incorporated July 7, 1983 under the laws of Colorado for the
primary purpose of seeking acquisitions of business or properties, without limitation as to
geographic location or type of business. The Articles of Incorporation and Bylaws were amended when
Moonstone, a publicly traded shell, merged with The Entity, Inc. Moonstone, the surviving entity,
soon thereafter changed its name to The Entity, Inc. On July 31, 2003, The Entity, Inc. (the Company) completed a simultaneous acquisition of
Boundless Motor Sports Racing, Inc., a Nevada corporation (Boundless), and GPX Partners, L.L.C.,
a Texas limited liability company (GPX). The acquisition was accounted for as a reverse
acquisition and reflected in the financial statements as a recapitalization of Boundless. The
pre-merger financial statements of Boundless and GPX have become the historical financial
statements of the combined company, and accordingly, the assets and liabilities of Boundless and
GPX have been brought forward at their book values, no goodwill has been recognized, the
accumulated deficit of Boundless has been brought forward, and common stock and additional paid-in
capital of the
combined company have been retroactively restated to give effect to the exchange ratio as set forth
in the merger agreement. Boundless was incorporated in May 2003 for the purpose of creating a racing and sports
entertainment company primarily through the acquisition of existing motor sports sanctioning bodies
and venues. In accordance with the merger agreement, The Entity, Inc. issued an aggregate of
14,926,400 shares of The Entity, Inc.s common stock to the former shareholders of Boundless and
members of GPX (collectively, the Former Owners). Boundless was considered a development stage
enterprise for the period from inception (May 12, 2003) through September 30, 2003. Pursuant to the terms of the Boundless Merger Agreement, (i) each outstanding share of the capital
stock of Boundless held in its treasury was canceled and retired; (ii) the remaining 13,461,200
outstanding shares of capital stock of Boundless were converted into the right to receive an
aggregate of 13,461,200 shares of the Companys common stock. The structure of the Boundless Merger
Agreement was determined through negotiations between the parties thereto. No material relationship
existed between the Company and Boundless, or any affiliate, director, or officer of the Company,
or any associate of any such director of officer. 8




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GPX had a wholly owned subsidiary, GPX Acquisition, Inc. GPX Acquisition was merged into GPX on
July 31, 2003, its only asset being design drawings on which costs had been incurred in the amount
of $23,429 related to a proposed race tack to be built at some future time. These costs were
capitalized as intangible assets in the accounts of GPX as they are not site specific and carried
over to the combined entity. These costs will be included in the total cost of construction of an
applicable project and recovered over the life of the related asset, or they will be expensed
immediately if the project is abandoned. Pursuant to the terms of the GPX Merger Agreement, the outstanding membership interests of GPX were
converted into the right to receive an aggregate of 1,465,200 shares of the Companys common stock,
and GPX became a wholly owned subsidiary of the Company. The structure of the GPX Merger Agreement
was determined through negotiations between the parties thereto. No material relationship existed
between the Company and GPX, or any affiliate, director, or officer of the Company, or any
associate of any such director of officer. Simultaneously with the merger of the Company and Boundless, all Boundless shareholders, some of
whom were members of GPX, delivered to Paul Kruger an option to purchase all of the shares of the
Company to be acquired by the Boundless shareholders in the merger, at a purchase price of $0.001
per share. The option was exercisable in the event that the Company does not complete a $3 million
equity financing on or before September 30, 2003. While common ownership existed between Boundless
and GPX, because Mr. Kruger was not a member, manager or officer of GPX, and Mr. Kruger had the
option to purchase all shares of the Company held by shareholders of Boundless who were also
members of GPX, it was determined that the GPX members ownership of Boundless common stock did not
represent common control since the full benefit of that ownership could not be realized by such GPX
owners until after consummation of the merger and the successful completion of the capital funding
requirements by the Company. Based upon this determination, the accumulated deficit of GPX was
eliminated in these financial statements. The shares issued to the Former Owners of Boundless were
issued without registration in reliance upon Section 4(2) of the Securities Act of 1933, as
amended. On July 31, 2003, in connection with the acquisition of Boundless and GPX, the Company changed its
name to Boundless Motor Sports Racing, Inc. This name change was effected on August 12, 2003. Liquidity and Capital Resources At September 30, 2003 the Companys working capital balance was a $386,714 deficit. The Companys
sole source of funding to date has been from Chairman and CEO, Paul A. Kruger, via a combination of
an original equity investment in the Company and subsequent promissory notes. As of the date of
this filing, Mr. Kruger has provided nearly $2.2 million in funding for the Company, of which,
$1,965,000 is in the form of promissory notes. The amount lent as of September 30, 2003, was
$650,000. These notes accrue interest at a rate of 4% per annum. The entire principal balance,
and accrued interest on these Notes are payable in full on July 1, 2004; provided, however, that
notwithstanding the above, the principal balance and accrued but unpaid interest on these Notes
shall be due and payable upon the closing of any public or private offering by the Company in which
the gross proceeds from such offering are at least $3 million. These notes are to be secured by
certain assets of the Company and its subsidiaries. On January 23, 2004, the Company borrowed $1,000,000 from SXJE, LLC. This loan bears interest at
an initial rate of six percent (6%) per annum, increasing to twelve percent (12%) per annum on May
23, 2004. The loan matures on January 23, 2005, but provides for prepayment following the closing
of an offering of at least $4,000,000. The loan is to be secured by certain assets of the Company
and its subsidiaries, and is guaranteed by Mr. Kruger. Further Mr. Kruger has agreed to lend up to
an additional $2,000,000 to the Company, the terms of which are to be determined by mutual
agreement of the Company and Mr. Kruger. Management is currently seeking additional funding in the forms of loans, equity investments, or a
combination thereof to complete the acquisitions of DIRT Motorsports and WoO, and operate the new
Series. Approximately $9,000,000 is needed to complete these goals. There is no assurance that the Company will be successful in obtaining the funding necessary to
complete the acquisition transactions. If it is not successful, the Company will not be able to
sustain operations without additional 9




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funding, for which there is no identified source, except for Mr. Kruger; however, there can be no
assurances that Mr. Kruger will provide such additional funding, or if he does, the terms of such
additional funding. As the future success of the Company is likely dependent on its ability to fund operations and
close the transactions described herein, the Companys auditor has issued a qualified opinion as to
its ability to continue as a going concern. The following table summarizes our contractual obligations as of September 30, 2003. Payment Due by PeriodLess than
    
    
    2 to 3
    
    
    4 to 5
    
    
    After 5Contractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsOperating Leases
    
    $
    397,085
    
    
    $
    42,763
    
    
    
    146,616
    
    
    
    146,616
    
    
    
    61,090Notes Payable and Accrued Interest
    
    $
    656,659
    
    
    
    656,659
    
    
    

    
    
    
    
    
    
    
    
    
 The Companys significant accounting policies include: Cash and Cash Equivalents For purpose of the statement of cash flows, the Company considers all highly liquid investments
with maturities of three months or less to be cash. Income Taxes The Company accounts for income taxes under Financial Accounting Standards Number 109 (SFAS 109),
Accounting for Income Taxes. Deferred income tax assets and liabilities are determined based
upon differences between financial reporting and tax basis of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the differences are
expected to be reversed. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Revenue Recognition and Deferred Revenue The Company recognizes sanction fees upon the successful completion of a scheduled sanctioned race.
Sanction fees collected prior to a scheduled race event are deferred and recognized when earned
upon the occurrence of the scheduled race event. The Company recognizes revenue from sponsorship
agreements when earned in the applicable racing season as set forth in the sponsorship agreement.
Revenue from merchandise sales are recognized at the time of sale less estimated returns and
allowances, if any. Ticket sales are recognized as revenues on the day of the event. Membership
income is recognized proratedly over the term of the membership. Net loss per share Net loss per share has been computed by dividing net loss by the weighted average number of common
shares and equivalents outstanding. 10




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##### Table of Contents



Property and Equipment Property and equipment are stated at cost. Depreciation is provided for financial reporting
purposes using the straight-line method over the estimated useful lives of the related assets
ranging from 3 to 7 years. Expenditures for maintenance, repairs and minor renewals are expensed as
incurred; major renewals and betterments are capitalized. At the time depreciable assets are
retired or otherwise disposed of, the cost and the accumulated depreciation of the assets are
eliminated from the accounts and any profit or loss is recognized. The carrying values of property and equipment are evaluated for impairment based upon expected
future undiscounted cash flows. If events or circumstances indicate that the carrying value of an
asset may not be recoverable, an impairment loss would be recognized equal to the difference
between the carrying value of the asset and its fair value. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiaries. All material intercompany accounts and transactions have been
eliminated in consolidation.

Intangible Assets Upon its inception, the Company adopted Statement of Financial Accounting Standard (SFAS) No.
142, Goodwill and Other Intangible Assets. Under SFAS No. 142 goodwill and intangible assets
with indefinite lives are not to be amortized but are tested for impairment at least annually.
Intangible assets with definite useful lives will continue to be amortized over the respective
estimated useful lives. As of September 30, 2003, the Company believes that there is no impairment
of intangible assets. New Accounting Pronouncements In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). The
interpretation requires a guarantor to recognize, at the inception of a guarantee, a liability for
the fair value of the obligation undertaken in issuing the guarantee and expands the disclosures
required. Initial recognition and measurement provisions of FIN 45 are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002. The adoption of FIN No. 45 had no
effect on our financial position, results of operations, or cash flows. In December 2002, the FASB issued Statement No. 148, Accounting for Stock-Based
CompensationTransition and Disclosure, (SFAS 148). SFAS 148 amends Statement 123, Stock-Based
Compensation, with respect to Statement 123s transition provisions and required disclosures. The
adoption of SFAS had no impact on our financial position, results of operations or cash flows. In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest
Entities  an Interpretation of ARB No. 51 (FIN 46). FIN 46 clarifies the consolidation
requirements of variable interest entities. The adoption of FIN 46 had no effect on our financial
position, results of operations, or cash flows. In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments
and Hedging Activities  (SFAS 149). SFAS 149 amends and clarifies certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS 133. SFAS 149 is effective for
certain contracts entered into or modified by the Company after June 30, 2003. The adoption of SFAS
No. 149 had no impact on our financial position, results of operations, or cash flows. In May 2003, the FASB issued SFAS No. 150, Accounting for Instruments with Characteristics of Both
Debt and Equity (SFAS 150). Statement 150 requires liability classification for three types of
instruments: 1) mandatorily redeemable shares that obligate the company to deliver cash or other
assets to shareholders on fixed or determinable dates; 2) freestanding written put options and
forward purchase contracts on a companys own shares that obligate the company to deliver cash or
other assets, and 3) contracts that obligate a company to issue its own shares in amounts that are
unrelated to, or inversely related to, the value of the shares. The effective date of SFAS 150 has
been deferred indefinitely. The adoption of SFAS No. 150 had no impact on our financial position,
results of operations or cashflows. 11




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##### Table of Contents



Item 7. Financial Statements and Supplementary Data Please refer to pages F-1 through F-7. 
 Item 8. Changes in and Disagreements on Accounting and Financial Disclosure None 
 Item 8A. Evaluation of Internal and Disclosure Controls The Companys principal executive and principal financial officers have evaluated the effectiveness
of the issuers disclosure controls and procedures as of a date within 90 days prior to the filing
date of the report (evaluation date) and have concluded that the disclosure controls and procedures
are adequate and effective based upon their evaluation as of the evaluation date. There were no significant changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of the most recent evaluation of such, including
any corrective actions with regard to significant deficiencies and material weaknesses. 
 PART III 
 Item 9. Directors and Executive Officers of the Registrant and Compliance with Section 16(a) The directors and executive officers of the Company as of September 30, 2003, are as follows: Name
    
    Age
    
    PositionPaul Kruger
    
    49
    
    Chairman of the Board, Chief
Executive Officer, Chief Financial Officer and DirectorLeslie Wulf
    
    43
    
    President and DirectorBobby Hartslief
    
    48
    
    Chief Operating Officer and DirectorJesse Shelmire(1)
    
    45
    
    DirectorRichard Dahlson
    
    45
    
    Director
    Paul A. Kruger, Founder, Chairman and CEO  In 1980, M. Kruger co-founded MCM Group, Ltd. (MCM
Group), which owned and operated a financial services marketing company, United Bank Club
Association, Inc. (UBCA). He served as its President and CEO until February 1996, when UBCA was
sold to a subsidiary of Cendant Corp. (CD-NYSE) (Cendant). In February 1999, Mr. Kruger became
Chief Executive Officer and a director of Foresight, Inc. Effective December 7, 2000; Foresight,
Inc. was acquired by a subsidiary of Precis, Inc. (NASDAQ: PCIS). From December 2000 until July
2002, Mr. Kruger served as the Chairman of the Board of Directors and the CEO of Precis, Inc.
During 1999 Mr. Kruger also became Chairman and CEO of PalWeb Corporation (OTCBB PLEB) from which
he resigned in January 2003 to initiate the creation of the Company. In July 2003, Mr. Kruger
became Chairman, CEO and CFO of the Company. Mr. Kruger received his B.B.A. in accounting from
Cameron University in 1975 and earned a J.D. degree from Oklahoma City University in 1980. 12




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##### Table of Contents



Leslie Wulf, Founder, President and Director  Mr. Wulf has been President and a director of the
Company since July 2003. Mr. Wulf has more than 19 years of experience in developing and managing
multiple-unit operations, with several being start-up operations. Previously, he served as
CEO/Founder of Childrens Choice, a national non-traditional childcare company. Mr. Wulf has held
senior positions as Vice President Operations and Development, and subsequently, as President of a
36-unit Australian subsidiary of a Canadian-headquartered, 120-unit bakery restaurant operation. He
served as Chief Executive Officer of a U.S.-based owner and operator of 47 family entertainment,
educational and fitness centers in eleven countries. Mr. Wulf also served as President of a
multi-unit operator of family entertainment and childcare centers. Bobby Hartslief, Chief Operating Officer and Director  Mr. Hartslief has been Chief Operating
Officer and a director of the Company since July 2003. Mr. Hartslief has been involved in the
racing industry for 23 years. In 1980, Mr. Hartslief purchased the only internationally graded
motor racing circuit in Africa, called Kyalami. Over the next five years he operated the circuit.
Mr. Hartslief sold Kyalami in 1986 and moved to Monaco, where he managed the affairs of three-time
world champion Nelson Piquet. Mr. Hartslief returned to South Africa in the early 1990s and
obtained financial backing from the State Government to build Phakisa, a new FIM/FIA standard
International road circuit that included an American style oval in an economically depressed area
of South Africa. Mr. Hartslief earned his Certificate of Commerce from the University of
Watersrand of Johannesburg, South Africa in 1975. Richard Dahlson, Director  Mr. Dahlson has been a director of the Company since July 31, 2003.
Mr. Dahlson is currently a partner at Jackson Walker L.L.P., a law firm headquartered in Dallas,
Texas, which also serves as legal counsel to the Company. Mr. Dahlson has been with Jackson Walker
L.L.P. since 1984. Mr. Dahlson received his B.S.B.A. from the University of Minnesota (1981), and
his J.D. degree from the University of Wisconsin (1984). Mr. Dahlson also serves as a director of
American HomeStar Corporation, a manufactured housing company. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our
officers and directors, and persons who own more than 10% of a registered class of our equity
securities, to file initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission (the SEC). Such persons are required by the SEC regulation to
furnish us with copies of all Section 16(a) forms they file. During the fiscal year ended
September 30, 2003, we believe that our officers, directors and persons who own more than 10% of a
registered class of our equity securities have timely filed all reports required by Section 16(a)
of the Exchange Act. In making this disclosure, we have relied solely on our review of the copies
of such forms received by us with respect to fiscal 2003, or written representations from certain
reporting persons. Code of Ethics Due to the current formative stage of the Companys development, it has not yet developed a written
code of ethics for its directors or executive officers. 
 Item 10. Executive Compensation No one executive officer received, or has accrued for his benefit, in excess of $100,000 for the
year. The annualized salaries of each of Mr. Wulf, Mr. Harstlief and Mr. Mers, however are in
excess of $100,000. No cash bonuses were or are to be paid to such persons. 13




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##### Table of Contents



SUMMARY COMPENSATION TABLE OF EXECUTIVES AwardsRestricted
    
    
    SecuritiesName and
    
    
    
    
    
    Annual Compensation
    
    
    Other Annual
    
    
    Stock
    
    
    UnderlyingPrincipal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    Award(s)
    
    
    Options/Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    SARs (#)Paul A. Kruger,
    
    
    2003
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Chairman/CEOLeslie Wulf
    
    
    2003
    
    
    $
    50,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0President/DirectorBobby Hartslief
    
    
    2003
    
    
    $
    40,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0COO/Director
 There are no plans pursuant to which cash or non-cash compensation was paid or distributed during
the last fiscal year, or is proposed to be paid or distributed in the future, to the executive
officers of the Company. No other compensation except for that described above was paid or
distributed during the last fiscal year to the executive officers of the Company. There are no
compensatory plans or arrangements, with respect to any executive officer of the Company, which
result or will result from the resignation, retirement or any other termination of such
individuals employment with the Company or from a change in control of the Company or a change in
the individuals responsibilities following a change in control. Option/SAR Grants Table (None) Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR value (None) Long Term Incentive Plans  Awards in Last Fiscal Year (None) DIRECTOR COMPENSATION FOR LAST FISCAL YEAR (Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives) Security GrantsCash Compensation
    
    
    
    
    
    
    Number
    
    
    Number ofAnnual
    
    
    Meeting
    
    
    Consulting
    
    
    of
    
    
    SecuritiesRetainer
    
    
    Fees
    
    
    Fees/Other
    
    
    Shares
    
    
    UnderlyingName
    
    Fees ($)
    
    
    ($)
    
    
    Fees ($)
    
    
    (#)
    
    
    Options/SARs(#)A. All
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Directors
 14




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##### Table of Contents



Item 11. Security Ownership of Certain Beneficial Owners and Management The following table sets forth information, as of September 30, 2003, with respect to each officer,
director and beneficial owner of more than five percent of the Companys outstanding common stock
of the Companys $.0001 par value common stock Stock
    
    Names and Address
    
    
    Beneficial
    
    
    PercentTitle of Class
    
    of Beneficial Owner
    
    
    Ownership
    
    
    of ClassCommon
    
    Paul Kruger
    
    
    4,289,200
    (1)(2)(3)
    
    
    27.2
    %Common
    
    Jesse Shelmire
    
    
    3,133,981
    (1)(2)
    
    
    19.9
    %Common
    
    Leslie Wulf
    
    
    3,127,388
    (1)(2)
    
    
    19.9
    %Common
    
    Bobby Hartslief
    
    
    3,068,780
    (1)(2)(4)
    
    
    19.5
    %Common
    
    Richard Dahlson
    
    
    66,667
    (1)(2)
    
    
    *
    (2) In connection with the Boundless merger, each of Mr. Shelmire, Wulf,
Hartslief and Dahlson agreed to resell to Mr. Kruger, for a price of $0.001 per
share, the shares of such shareholders issued to such persons in the Boundless
merger, in the event that the Company was unable to consummate at least a
$3,000,000 funding on or prior to September 30, 2003. This condition was not
satisfied, and Mr. Kruger, or his assigns intends to repurchase all or
substantially all of such shares. (3) Includes 300,000 shares owned by Mr. Krugers children. (4) Includes 700,000 shares owned by Mr. Hartslief wife and children. All Officers and Directors as a group total 86.9% ownership. * less than on percent 
 Item 12. Certain Relationships and Related Transactions Mr. Kruger, Chairman and CEO, as of January 13, 2004, has provided nearly $2.2 million in funding
for the Company, of which, $1,965,000 is in the form of promissory notes. These notes accrue
interest at a rate of 4% per annum. The entire principle balance of, and accrued interest on,
these Notes are payable in full on July 1, 2004; provided, however, that the principal balance of,
and accrued but unpaid interest on, these notes shall be due and payable upon the closing of any
public or private offering by the Company in which the gross proceeds from such offering are at
least $3 million. Mr. Kruger also owns interest in an Aircraft Charter company, Hildalgo Trading, LLC, that the
Company utilizes for travel services. The Company has spent nearly $23,000 in utilizing this
aircraft charter service during the 2003 fiscal year. Mr. Kruger also leases an aircraft to Business Jet, another company that the Company utilizes for
travel services. The Company has spent nearly $66,000 with Business Jet for aircraft charter
services during the 2003 fiscal year. 15




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##### Table of Contents



Mr. Dahlson, a director of the Company, is a partner with Jackson Walker L.L.P., a law firm that
serves as outside legal counsel for the Company. The Company paid Jackson Walker L.L.P. $37,327 in
legal fees during 2003. 
 PART IV 
 Item 13. Exhibits and Reports on Form 8-K The following documents are filed as part of this report: (a) Exhibits 2.1
    
    Agreement and Plan of Merger, dated as of July 31, 2003, by and among GPX Acquisition, LLC, a
Texas limited liability company, The Entity, Inc., a Colorado corporation, Larry M. Carr, GPX
Partners, L.L.C. (GPX), a Texas limited liability company, and all of the members of GPX
(Incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed
with the Commission on August 8, 2003).2.2
    
    Agreement and Plan of Merger, dated as of July 31, 2003, by and among TEI, Acquisition, Inc.,
a Nevada corporation, The Entity, Inc., a Colorado corporation, Larry M. Carr, Boundless Motor
Sports Racing, Inc., a Nevada corporation (Boundless), and all of the shareholders of
Boundless (Incorporated by reference to Exhibit 2.2 of the Companys Current Report on Form
8-K filed with the Commission on August 8, 2003).2.3
    
    Stock Purchase Agreement, dated as of August 13, 2003, by and among DIRT Motorsports, Inc., a
New York corporation (DIRT), Glenn Donnelly, the holder of all outstanding capital of DIRT,
the Company, and Boundless Track Operations, Inc. a Nevada corporation.*2.4
    
    Amendment No. 1 to Stock Purchase Agreement, dated as of October 2, 2003, by and among DIRT
Motorsports, Inc., a New York corporation (DIRT), Glenn Donnelly, the holder of all
outstanding capital of DIRT, the Company, and Boundless Track Operations, Inc. a Nevada
corporation.*2.5
    
    Asset Purchase Agreement, dated as of August 13, 2003, by and among Finger Lake
International, Inc., a New York corporation (Seller), Glenn Donnelly, Bruno M. DiMatteo and
Paul Vitale, being all of the shareholders of Seller, the Company, and Boundless Track
Operations, Inc. a Nevada corporation.*2.6
    
    Amendment No. 1 to Asset Purchase Agreement, dated as of October 3, 2003, by and among Finger
Lake International, Inc., a New York corporation (Seller), Glenn Donnelly, Bruno M. DiMatteo
and Paul Vitale, being all of the shareholders of Seller, the Company, and Boundless Track
Operations, Inc. a Nevada corporation.*2.7
    
    Contract of Sale dated as of August 13, 2003, by and among Mr. Glenn Donnelly, the Company,
and Boundless Track Operations, Inc. a Nevada corporation.*2.8
    
    Amendment No. 1 to Contract of Sale dated as of October 3, 2003, by and among Mr. Glenn
Donnelly, the Company, and Boundless Track Operations, Inc. a Nevada corporation.*2.9
    
    Stock Purchase Agreement, dated as of August 12, 2003, by and among World of Outlaws, Inc., a
Texas corporation (WoO), Ted Johnson, the holder of all outstanding capital of WoO, and the
Company.*2.10
    
    Amendment No. 1 to Stock Purchase Agreement, dated as of November 28, 2003, by and among
World of Outlaws, Inc., a Texas corporation (WoO), Ted Johnson, the holder of all
outstanding capital of WoO, and the Company.*3.1
    
    Amended and Restated Bylaws.*10.1
    
    Promissory Note dated June 3, 2003, in the principal amount of $50,000 issued by the Company
as maker to Mr. Paul Kruger as payee.*10.2
    
    Promissory Note dated July 1, 2003, in the principal amount of $600,000 issued by the Company
as maker to Mr. Paul Kruger as payee.*10.3
    
    Promissory Note dated June 26, 2003, in the principal amount of $600,000 issued by World of
Outlaws, Inc., a Texas corporation, as maker to the Company as payee.*10.4
    
    Amendment No. 1 to Promissory Note dated as of October 30, 2003, by and between World of
Outlaws, Inc., a Texas corporation, and the Company.*10.5
    
    Amendment No. 2 to Promissory Note dated as of November 28, 2003, by and between World of
Outlaws, Inc., a Texas corporation, and the Company.*10.6
    
    Pledge Agreement dated as of June 26, 2003 by and between the Company and Ted Johnson.*10.7
    
    Promissory Note dated January 23, 2004 by and between the Company and SXJE, LLC. *
 16




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##### Table of Contents



10.8
    
    Guaranty dated January 23, 2004 by Paul Kruger in favor of SXJE, LLC. *31.1
    
    Rule 13a-14(a)/15d-14(a) Certifications.**32.1
    
    Section 1350 Certifications.**
     (b) Reports on Form 8-K: The Company filed the following reports on Form 8-K during the quarter ended September 30, 2003:
(1) Form 8-K filed with the Securities and Exchange Commission (the SEC) on August 4, 2003
reporting, under Items 5 and 7, the Companys one for 100 reverse stock split; (2) Form 8-K filed
with the SEC on August 8, 2003 reporting, under Items 1, 2 ,5 and 7, the acquisitions of Boundless
and GPX; (3) Form 8-K/A filed with the SEC on October 15, 2003 reporting, under Item 7, the pro
forma financial information related to the acquisitions of Boundless and GPX and (4) Form 8-K/A
filed with the SEC on January 10, 2004 reporting, under Item 7, the pro forma financial information
related to the acquisitions of Boundless and GPX; (5) Form 8-K filed on January 13, 2004 reporting,
under Item 5, the anticipated filing date for the Companys Form 10-KSB; and (6) Form 8-K filed on
January 28, 2004 reporting, under Item 5, a revised anticipate filing date for the Companys Form
10-KSB. 
 Item 14. Principal Accountant Fees and Services For the period since inception (May 2003) through September 30, 2003, the Company has accrued
$33,000 related to audit fees and paid $2,900 of audit fees relating to disclosure requirements.
No other fees were billed or have been accrued. 17




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##### Table of Contents



SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized. BOUNDLESS MOTOR SPORTS RACING, INC.(Registrant)Date:
March 2, 2005
    
    /s/ Paul A. KrugerPaul A Kruger
Chief Executive OfficerDate:
March 2, 2005
    
    /s/ Glenn A. JacksonGlenn A. Jackson
Chief Accounting Officer
 18




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##### Table of Contents



INDEPENDENT AUDITORS REPORT Board of Directors
Boundless Motor Sports Racing, Inc. Richardson, Texas We have audited the accompanying consolidated balance sheet of Boundless Motor Sports Racing, Inc.
(a development stage Company) as of September 30, 2003 and the related consolidated statements of
operations, shareholders deficit, and cash flows for the period of inception (May 12, 2003)
through September 30, 2003. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements based on our
audit. We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Boundless Motor Sports Racing, Inc. at September 30,
2003, and the results of their operations and their cash flows for the period of inception (May 12,
2003) through September 30, 2003, in conformity with accounting principles generally accepted in
the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note [1] to the consolidated financial
statements, the Company is in the development stage and has no current viable operations, has
minimal cash and current liabilities exceed current assets by $386,714, which raises a substantial
doubt about the Companys ability to continue as a going concern. The future success of the
Company is dependent on its ability to attain additional capital and to attain future profitable
operations. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty. (Signed BDO Seidman, LLP) January 13, 2004

Dallas, Texas F-1




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##### Table of Contents



Boundless Motor Sports Racing, Inc.

(Development Stage)

Consolidated Balance Sheet

September 30, 2003 AssetsCurrent AssetsCash and cash equivalents
    
    $
    615Notes receivable
    
    
    612,047Other current assets
    
    
    9,047Total Current Assets
    
    
    621,709Property and equipment, net
    
    
    55,135Intangible assets
    
    
    23,429Other assets
    
    
    6,109Total Assets
    
    $
    706,382LiabilitiesCurrent LiabilitiesAccounts payable trade
    
    $
    305,651Accrued liabilities
    
    
    46,113Notes payable to shareholder
    
    
    656,659Total Current Liabilities
    
    
    1,008,423Shareholders DeficitCommon Stock: 15,740,500 shares outstanding $0.0001 par value
    
    
    1,574Additional paid in capital
    
    
    171,002Deficit accumulated during
development stage
    
    
    (474,617
    )Total Shareholders Deficit
    
    
    (302,041
    )Total Liabilities and Shareholders Deficit
    
    $
    706,382
 The accompanying notes are an integral part of these consolidated financial statements. F-2




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##### Table of Contents



Boundless Motor Sports
Racing, Inc.

(Development Stage)


Consolidated Statement of Operations
Period of Inception (May 12, 2003) through
September 30, 2003 Revenue
    
    $
    Operating ExpensesGeneral and administrative
    
    
    493,275Depreciation and amortization
    
    
    2,108Total Operating Expenses
    
    
    495,383Other (Expenses) IncomeInterest income
    
    
    12,047Interest expense
    
    
    (6,661
    )Other income
    
    
    15,381Total Other Income
    
    
    20,767Basic Net Loss
    
    $
    (474,617
    )Net Loss per Share
    
    $
    (0.03
    )Weighted average of number of shares outstanding
    
    
    15,740,500
 The accompanying notes are an integral part of these consolidated financial statements. F-3




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##### Table of Contents



Boundless Motor Sports Racing, Inc.

(Development Stage)

Consolidated Statement of Shareholders Deficit

Period of Inception (May 12, 2003) through
 September 30, 2003 DeficitAccumulatedAdditional
    
    
    During
    
    
    TotalCommon Stock
    
    
    
    
    
    
    Paid-In
    
    
    Development
    
    
    ShareholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    DeficitBalance, (May 2003, date of
inception)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (474,617
    )
    
    
    (474,617
    )Issuance of Founders Shares
    
    
    13,461,200
    
    
    
    
    
    
    
    216,000
    
    
    
    
    
    
    
    216,000Retirement of Founders Shares
    
    
    (13,461,200
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of Common Stock in
relation to Merger between
The Entity Inc., Boundless
Motor Sports Racing, Inc.
and GPX Partners LLC
    
    
    15,740,500
    
    
    
    1,574
    
    
    
    (44,998
    )
    
    
    
    
    
    
    (43,424
    )Balance, September 30, 2003
    
    
    15,740,500
    
    
    $
    1,574
    
    
    $
    171,002
    
    
    $
    (474,617
    )
    
    $
    (302,041
    )
 The accompanying notes are an integral part of these consolidated financial statements. F-4




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Boundless Motor Sports Racing, Inc.

(Development Stage)

Consolidated Statement of Cash Flows

Period of Inception (May 12, 2003) through
 September 30, 2003 Cash Flows from Operating Activities:Net Loss
    
    $
    (474,617
    )Adjustment to reconcile net loss to
net cash used in operating activities:Depreciation and Amortization
    
    
    2,108Accrued Interest Income
    
    
    (12,047
    )Increase (decrease) in cash from changes in:Accounts Payable  Trade
    
    
    270,552Accrued Liabilities
    
    
    21,018Other Current Assets
    
    
    (9,047
    )Other Long Term Assets
    
    
    (6,109
    )Cash Used in Operating Activities
    
    
    (208,142
    )Cash Flows from Investing Activities:Purchase of Fixed Assets
    
    
    (57,243
    )Issuance of Note Receivable
    
    
    (600,000
    )Cash Used in Investing Activities
    
    
    (657,243
    )Cash Flows from Financing Activities:Initial Equity Investment
    
    
    216,000Promissory Notes from Shareholder
    
    
    650,000Cash Provided by Financing Activities
    
    
    866,000Cash at Beginning of Period
    
    
    Cash at Ending of Period
    
    $
    615Supplemental Cash Flow Information:Cash paid for interest
    
    $
    7
 The accompanying notes are an integral part of these consolidated financial statements. F-5




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##### Table of Contents



Boundless Motor Sports Racing, Inc.
Notes to Consolidated Financial Statements
(Development Stage)
September 30, 2003 NOTE 1 - GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with accounting
principles generally accepted in the United States, which contemplates continuation of the Company
as a going concern. As shown in the consolidated financial statements, the Company incurred a net
loss of $474,617 in 2003. As of September 30, 2003, the Company had minimal cash and current
liabilities exceeded current assets by $386,714. The future success of the Company is dependent on its ability to attain additional capital, or to
find an acquisition to add value to its present shareholders and ultimately, upon its ability to
attain future profitable operations. There can be no assurance that the Company will be successful
in obtaining such financing, or that it will attain positive cash flow from operations. NOTE 2 - THE COMPANY Nature of Business Moonstone, Inc., (Moonstone) was incorporated July 7, 1983 under the laws of Colorado for the
primary purpose of seeking acquisitions of business or properties, without limitation as to
geographic location or type of business. The Articles of Incorporation and Bylaws were amended when
Moonstone, a publicly traded shell, merged with The Entity, Inc. Moonstone, the surviving entity,
soon thereafter changed its name to The Entity, Inc. On July 31, 2003, The Entity, Inc. (the Company) completed a simultaneous acquisition of
Boundless Motor Sports Racing, Inc., a Nevada corporation (Boundless), and GPX Partners, L.L.C.,
a Texas limited liability company (GPX). The acquisition was accounted for as a reverse
acquisition and reflected in the financial statements as a recapitalization of Boundless. The
pre-merger financial statements of Boundless and GPX have become the historical financial
statements of the combined company, and accordingly, the assets and liabilities of Boundless and
GPX have been brought forward at their book values, no goodwill has been recognized, the
accumulated deficit of Boundless has been brought forward, and common stock and additional paid-in
capital of the combined company have been retroactively restated to give effect to the exchange
ratio as set forth in the merger agreement. Boundless was incorporated in May 2003 for the purpose of creating a racing and sports
entertainment company primarily through the acquisition of existing motor sports sanctioning bodies
and venues. In accordance with the merger agreement, The Entity, Inc. issued an aggregate of
14,926,400 shares of The Entity, Inc.s common stock to the former shareholders of Boundless and
members of GPX (collectively, the Former Owners). Pursuant to the terms of the Boundless Merger Agreement, (i) each outstanding share of the capital
stock of Boundless held in its treasury was canceled and retired; (ii) the remaining 13,461,200
outstanding shares of capital stock of Boundless were converted into the right to receive an
aggregate of 13,461,200 shares of the Companys common stock. The structure of the Boundless Merger
Agreement was determined through negotiations between the parties thereto. No material relationship
existed between the Company and Boundless, or any affiliate, director, or officer of the Company,
or any associate of any such director of officer. GPX had a wholly owned subsidiary, GPX Acquisition, Inc. GPX Acquisition was merged into GPX on
July 31, 2003, its only asset being design drawings on which costs had been incurred in the amount
of $23,429 related to a proposed race track to be built at some future time. Pursuant to the terms
of the GPX Merger Agreement, the outstanding membership interests of GPX were converted into the
right to receive an aggregate of 1,465,200 shares of the Companys common stock, and GPX became a
wholly owned subsidiary of the Company. The structure of the GPX Merger Agreement was determined
through negotiations between the parties thereto. No material F-6




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##### Table of Contents



relationship existed between the Company and GPX, or any affiliate, director, or officer of the
Company, or any associate of any such director of officer. While common ownership existed between Boundless and GPX, because Mr. Kruger was not a member,
manager or officer of GPX, and Mr. Kruger had the option to purchase all shares of the Company held
by shareholders of Boundless who were also members of GPX, it was determined that the GPX members
ownership of Boundless common stock did not represent common control since the full benefit of that
ownership could not be realized by such GPX owners until after consummation of the merger and the
successful completion of the capital funding requirements by the Company. Based upon this
determination, the accumulated deficit of GPX was eliminated in these financial statements. The shares issued to the Former Owners of Boundless were issued without registration in reliance
upon Section 4(2) of the Securities Act of 1933, as amended. On July 31, 2003, in connection with the acquisition of Boundless and GPX, the Company changed its
name to Boundless Motor Sports Racing, Inc. This name change was effected on August 12, 2003. At September 30, 2003, the Company devoted substantially all of its efforts to establishing the
business and was therefore in the development stage. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents For purpose of the statement of cash flows, the Company considers all highly liquid investments
with maturities of three months or less to be cash. Income Taxes The Company accounts for income taxes under Financial Accounting Standards Number 109 (SFAS 109),
Accounting for Income Taxes. Deferred income tax assets and liabilities are determined based
upon differences between financial reporting and tax basis of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the differences are
expected to be reversed. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that affect the reported
amount of assets and liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Revenue Recognition and Deferred Revenue The Company recognizes sanction fees upon the successful completion of a scheduled sanctioned race.
Sanction fees collected prior to a scheduled race event are deferred and recognized when earned
upon the occurrence of the scheduled race event. The Company recognizes revenue from sponsorship
agreements when earned in the applicable racing season as set forth in the sponsorship agreement.
Revenue from merchandise sales are recognized at the time of sale less estimated returns and
allowances, if any. Ticket sales are recognized as revenues on the day of the event. Membership
income is recognized proratedly over the term of the membership. Net Loss per Share Net loss per share has been computed by dividing net loss by the weighted average number of common
shares and equivalents outstanding. F-7




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Property and Equipment Property and equipment are stated at cost. Depreciation is provided for financial reporting
purposes using the straight-line method over the estimated useful lives of the related assets
ranging from 3 to 30 years. Expenditures for maintenance, repairs and minor renewals are expensed
as incurred; major renewals and betterments are capitalized. At the time depreciable assets are
retired or otherwise disposed of, the cost and the accumulated depreciation of the assets are
eliminated from the accounts and any profit or loss is recognized. The carrying values of property and equipment are evaluated for impairment based upon expected
future undiscounted cash flows. If events or circumstances indicate that the carrying value of an
asset may not be recoverable, an impairment loss would be recognized equal to the difference
between the carrying value of the asset and its fair value. As of September 30, 2003, the Company
believes there is no impairment of property and equipment. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Boundless Motor Sports
Racing, Inc. and its wholly-owned subsidiaries. All material intercompany accounts and
transactions have been eliminated in consolidation. Intangible Assets Upon its inception, the Company adopted Statement of Financial Accounting Standard (SFAS) No.
142, Goodwill and Other Intangible Assets. Under SFAS No. 142 goodwill and intangible assets
with indefinite lives are not to be amortized but are tested for impairment at least annually.
Intangible assets with definite useful lives will continue to be amortized over the respective
estimated useful lives. As of September 30, 2003, the Company believes that there is no impairment
of intangible assets. New Accounting Pronouncements In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). The
interpretation requires a guarantor to recognize, at the inception of a guarantee, a liability for
the fair value of the obligation undertaken in issuing the guarantee and expands the disclosures
required. Initial recognition and measurement provisions of FIN 45 are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002. The adoption of FIN 45 had no
effect on our financial position, results of operations, or cash flows. In December 2002, the FASB issued Statement No. 148, Accounting for Stock-Based
CompensationTransition and Disclosure, (SFAS 148). SFAS 148 amends Statement 123, Stock-Based
Compensation, with respect to Statement 123s transition provisions and required disclosures. The
adoption of SFAS 148 had no impact on our financial position, results of operations or cash flows. In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest
Entities  an Interpretation of ARB No. 51 (FIN 46). FIN 46 clarifies the consolidation
requirements of variable interest entities. The adoption of FIN 46 had no effect on our financial
position, results of operations, or cash flows. In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments
and Hedging Activities (SFAS 149). SFAS 149 amends and clarifies certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS 133. SFAS 149 is effective for
certain contracts entered into or modified by the Company after June 30, 2003. The adoption of SFAS
149 had no impact on our financial position, results of operations, or cash flows. In May 2003, the FASB issued SFAS No. 150, Accounting for Instruments with Characteristics of Both
Debt and Equity (SFAS 150). Statement 150 requires liability classification for three types of
instruments: 1) Mandatorily redeemable shares that obligate the company to deliver cash or other
assets to shareholders on fixed or determinable F-8




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##### Table of Contents



dates; 2) Freestanding written put options and forward purchase contracts on a companys own shares
that obligate the company to deliver cash or other assets, and 3) Contracts that obligate a company
to issue its own shares in amounts that are unrelated to, or inversely related to, the value of the
shares. The adoption of SFAS 150 had no impact on our financial position, results of operations,
or cash flows. NOTE 4  NOTES RECEIVABLE In June 2003, the Company executed a promissory note with World of Outlaws, Inc. in the amount of
$600,000. The note is unsecured, bears interest at 8% and was due in December 2003. In October
2003, the promissory note was amended to include an additional $600,000. The interest rate was
changed to 4.25% and the note is due in May 2004. As of September 30, 2003, management believes
this note receivable is fully collectible. NOTE 5  PROPERTY AND EQUIPMENT Property and equipment consisted of the following at September 30, 2003 Computers
    
    $
    37,458Office Furniture
    
    
    9,524Office Equipment
    
    
    10,26157,243Less Accumulated Depreciation
    
    
    2,108Property and Equipment, Net
    
    $
    55,135
 Depreciation expense for the period of inception (May 12, 2003)
through September 30, 2003 was $2,108. NOTE 6 - RELATED PARTY TRANSACTIONS Note Payable to Shareholder Paul Kruger, Chairman and CEO, as of the date of this filing has provided nearly $2.2 million in
funding for the Company, of which, $1,965,000 is in the form of promissory notes. The amount lent as of September 30, 2003, including accrued interest is $656,659. These notes
accrue interest at a rate of 4% per annum. The entire principal balance, and accrued interest on
these Notes are payable in full on July 1, 2004; provided, however, that notwithstanding the above,
the principal balance and accrued but unpaid interest on these Notes shall be due and payable upon
the closing of any public or private offering by the Company in which the gross proceeds from such
offering are at least $3 million. Other Related Party Transactions Mr. Kruger also owns interest in an Aircraft Charter company, Hildalgo Trading, LLC, that the
Company utilizes for travel services. The Company has spent nearly $23,000 in utilizing this
aircraft charter service during the 2003 fiscal year. Mr. Kruger also leases an aircraft to Business Jet, another company that the Company utilizes for
travel services. The Company has spent nearly $66,000 with Business Jet for aircraft charter
services during the 2003 fiscal year. Mr. Dahlson, a director of the Company, is a partner with Jackson Walker L.L.P., a law firm that
serves as outside legal counsel for the Company. The Company paid Jackson Walker L.L.P. $37,327 in
legal fees during 2003. F-9




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NOTE 7 - INCOME TAXES The Company has made no provision for income taxes because there have been no operations to date
causing income for financial statement or tax purposes. The Company accounts for income taxes under Financial Accounting Standards Number 109 (SFAS 109),
Accounting for Income Taxes. Deferred income tax assets and liabilities are determined based
upon differences between financial reporting and tax basis of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the differences are
expected to be reversed. At September 30, 2003, the Company had net operating loss carry forwards of approximately $475,000
for federal income tax purposes. Net operating loss carry forwards generated prior to the merger,
of approximately $120,000, of The Entity, Inc. will be limited due to change in control regulations
under the Internal Revenue Code. A reconciliation of the difference between the expected income tax benefit at the U.S. federal
statutory corporate tax rate and the Companys effective tax benefit for the period since inception
(May 2003) through September 30, 2003 is as follows: Amount
    
    
    RateIncome tax benefit
    
    $
    161,370
    
    
    
    34
    %Valuation allowance
    
    
    (161,370
    )
    
    
    (34
    %)Income tax provision
    
    $
    
    
    
    
    
 NOTE 8  COMMITMENTS The Company has entered into a 72 month lease for 5,200 square feet of office space which it
utilizes as its corporate headquarters at 1801 Gateway Blvd, Suite 105, Richardson, TX 75080. Total scheduled future minimum lease payments, under this operating lease is as follows: Year Ending2004
    
    $
    42,7632005
    
    
    73,3082006
    
    
    73,3082007
    
    
    73,3082008
    
    
    73,308Thereafter
    
    
    61,090$
    397,085
 F-10