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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-QSB/A þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 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 Drive, Suite 147
Norman, Oklahoma 73072
(Address of principal executive offices) (Zip Code) Issuer telephone number, including area code: (405) 360-5047 or (877) 5-RACING 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.
þYes   o No Transitional Small Business
Disclosure Format: þ Yes
  o No As of August 13, 2004, 17,432,168 of the Issuers $.0001 par value common stock were outstanding
and 4,797.37 shares of the Issuers $.01 par value Series A Convertible Preferred Stock   1




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TABLE OF CONTENTS PAGEPART I  FINANCIAL INFORMATIONITEM 1. CONSOLIDATED FINANCIAL STATEMENTSConsolidated Balance Sheets as of June 30, 2004 (Unaudited) and
September 30, 2003 (Audited)
    
    
    3Consolidated Statement of Operations for the Three Months
Ended June 30, 2004 (Unaudited)
    
    
    4Consolidated Statement of Operations for the Nine Months
Ended June 30, 2004 (Unaudited)
    
    
    5Consolidated Statement of Shareholders Equity (Deficit) for the Nine
Months Ended June 30, 2004 (Unaudited)
    
    
    6Consolidated Statement of Cash Flows for the Nine Months
Ended June 30, 2004 (Unaudited)
    
    
    7Notes to Consolidated Financial Statements (Unaudited)
    
    
    8ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    17ITEM 3. CONTROLS AND PROCEDURES
    
    
    21PART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDING
    
    
    22ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
    
    
    22SIGNATURES
    
    
    24Certification of CEOCertification of CFOCertification of CEOCertification of CFO
  2




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Boundless Motor Sports Racing, Inc. 
 Consolidated Balance Sheets
 As of June 30, 2004 and September 30, 2003
 (Unaudited)
    
    
    (Audited)June 30, 2004
    
    
    September 30, 2003AssetsCurrent AssetsCash
    
    $
    25,108
    
    
    
    615Inventory
    
    
    79,791
    
    
    
    Notes receivable
    
    
    
    
    
    
    612,047Prepaid expense
    
    
    60,590
    
    
    
    9,047Other current assets
    
    
    306,205
    
    
    
    Total Current Assets
    
    
    471,694
    
    
    
    621,709Deposits
    
    
    1,269,806
    
    
    
    Property and equipment, net
    
    
    1,299,106
    
    
    
    55,135Goodwill
    
    
    4,883,688Intangible Assets
    
    
    165,881
    
    
    
    23,429Other assets
    
    
    69,444
    
    
    
    6,109Total Assets
    
    $
    8,159,619
    
    
    $
    706,382LiabilitiesCurrent LiabilitiesAccounts payable trade
    
    $
    637,008
    
    
    $
    305,651Accrued liabilities
    
    
    815,377
    
    
    
    46,113Deferred revenue
    
    
    417,382
    
    
    
    Notes payable
    
    
    6,099,196
    
    
    
    656,659Total Current Liabilities
    
    
    7,968,963
    
    
    
    1,008,423Notes payable  long term
    
    
    2,000,000
    
    
    
    Shareholders Equity (Deficit)Preferred Stock: $0.01 par value;10,000,000 shares
authorized, none
issued and
outstanding
    
    
    
    
    
    
    Common Stock: $0.0001 par value;100,000,000 shares
authorized,
17,432,168 and
15,740,500 issued
and outstanding on
March 31, 2004 and
September 30, 2003,
respectively
    
    
    1,743
    
    
    
    1,574Additional paid in capital
    
    
    742,501
    
    
    
    171,002Accumulated Deficit
    
    
    (2,553,588
    )
    
    
    (474,617
    )Total Shareholders Equity (Deficit)
    
    
    (1,809,344
    )
    
    
    (302,041
    )Total Liabilities and Shareholders Equity (Deficit)
    
    $
    8,159,619
    
    
    $
    706,382
 The accompanying notes are an integral part of these consolidated financial statements. 3




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Boundless Motor Sports Racing, Inc. 
 Consolidated Statement of Operations
 For the Three Months Ended June 30, 2004
 (Unaudited)
 RevenueSanction and entry fees
    
    $
    699,852Sponsorship and advertising
    
    
    28,634Merchandise sales
    
    
    228,631Other
    
    
    22,814Total revenues
    
    
    979,931Operating expensesCost of merchandise
    
    
    103,015Appearance fees
    
    
    714,451Salaries, wages and benefits
    
    
    462,514General and administrative
    
    
    535,599Depreciation and amortization
    
    
    20,467Total operating expenses
    
    
    1,836,046Operating loss
    
    
    (856,115
    )Other (expense) incomeInterest income
    
    
    Interest expense
    
    
    (155,547
    )Total other expense
    
    
    (155,547
    )Net loss
    
    $
    (1,011,662
    )Net loss per share
    
    $
    (0.06
    )Weighted average of number of
shares outstanding
    
    
    17,403,047
 The accompanying notes are an integral part of these consolidated financial statements. 4




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Boundless Motor Sports Racing, Inc. 
 Consolidated Statement of Operations
 For the Nine Months Ended June 30, 2004
 (Unaudited)
 RevenueSanction and entry fees
    
    $
    890,433Sponsorship and advertising
    
    
    48,818Merchandise sales
    
    
    321,008Other
    
    
    32,264Total revenues
    
    
    1,292,523Operating expensesCost of merchandise
    
    
    146,793Appearance fees
    
    
    958,056Salaries, wages and benefits
    
    
    876,054General and administrative
    
    
    1,125,753Depreciation and amortization
    
    
    39,237Total operating expenses
    
    
    3,145,894Operating loss
    
    
    (1,853,370
    )Other (expenses) incomeInterest income
    
    
    9,768Interest expense
    
    
    (235,369
    )Total other expense
    
    
    (225,601
    )Net loss
    
    $
    (2,078,971
    )Net loss per share
    
    $
    (0.12
    )Weighted average of number of
shares outstanding
    
    
    17,277,697
 The accompanying notes are an integral part of these consolidated financial statements. 5




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Boundless Motor Sports Racing, Inc. 
 Consolidated Statements of Shareholders Equity (Deficit)
 For the Nine Months Ended June 30, 2004
 (Unaudited)
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    
    
    
    
    Paid-In
    
    
    Accumulated
    
    
    ShareholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Equity (Deficit)Balance, September 30, 2003
    
    
    15,740,500
    
    
    $
    1,574
    
    
    $
    171,002
    
    
    $
    (474,617
    )
    
    $
    (302,041
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,078,971
    )
    
    
    (2,078,971
    )Stock issued in connection
with DIRT acquisition
    
    
    1,608,334
    
    
    
    161
    
    
    
    321,505
    
    
    
    
    
    
    
    321,666Sale of common stock
    
    
    83,334
    
    
    
    8
    
    
    
    249,994
    
    
    
    
    
    
    
    250,002Balance, March 31, 2004
    
    
    17,432,168
    
    
    $
    1,743
    
    
    $
    742,501
    
    
    $
    (2,553,588
    )
    
    $
    (1,809,344
    )
 The accompanying notes are an integral part of these consolidated financial statements. 6




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Boundless Motor Sports Racing, Inc. 
 Consolidated Statement of Cash Flows
 For the Nine Months Ended June 30, 2004
 (Unaudited)
 Cash flows from operating activities:Net loss
    
    $
    (2,078,971
    )Adjustment to reconcile net loss to
net cash used in operating activities:Depreciation and amortization
    
    
    39,237Assumption
of prepaid sanctioning fees recognized as income
    
    
    (525,000
    )Increase (decrease) in cash from changes in (excluding purchased assets):Accounts payable trade
    
    
    331,357Accrued liabilities
    
    
    769,264Deferred revenue
    
    
    417,382Inventory
    
    
    (79,791
    )Prepaid expenses
    
    
    (51,543
    )Other current assets
    
    
    (104,440
    )Cash used in operating activities
    
    
    (1,282,506
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (1,223,208
    )Cash paid
for goodwill and other intangibles
    
    
    (805,908
    )Advances on acquisition
    
    
    (1,008,139
    )Additions to
other assets
    
    
    (265,100
    )Cash used in investing activities
    
    
    (3,382,355
    )Cash flows from financing activities:Issuance of common stock
    
    
    250,002Payments on notes payable
    
    
    (600,000
    )Issuance of notes payable
    
    
    5,039,352Cash provided by financing activities
    
    
    4,689,354Net cash provided
    
    
    24,493Cash at beginning of period
    
    
    615Cash at ending of period
    
    $
    25,108Supplemental non cash disclosures:Issuance of common stock in connection with deposit for DIRT acquisition
    
    $
    321,666Payment of note receivable through acquisition
    
    $
    612,047Assumption of sanction deposits through acquisition
    
    $
    525,000Purchase price of acquisition funded through note payable
    
    $
    3,003,185
 The accompanying notes are an integral part of these consolidated financial statements. 7




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Boundless Motor Sports Racing, Inc. 
    NOTE 1  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 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. 8




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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. On February 4, 2004, the Company finalized the acquisition of substantially all the assets of the
World of Outlaws. Prior to this event, the Company was devoting substantially all of its efforts to
establishing the business and was therefore in the development stage enterprise until February 4,
2004 NOTE 2  GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with accounting
principles generally accepted in the United States of America, which contemplates continuation of
the Company as a going concern. As shown in the consolidated financial statements, the Company
incurred a net loss of $2,078,971 for the nine month period ended June 30, 2004 and has an
accumulated deficit of $2,553,588 as of June 30, 2004, which raises substantial doubt about the
Companys ability to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. The future success of the Company is dependent on its ability to attain profitable operations or
upon its ability to obtain additional capital. There can be no assurance that the Company will
attain positive cash flows from operations or be successful in obtaining such financing. (See
Subsequent Foot Note 15) NOTE 3  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments
with original 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. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of the deferred tax
assets will not be realized. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America 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.
Upon execution of a sanction agreement with race promoters and race track owners, the Company
receives a sanction fee deposit in advance. Advance sanction deposits are deferred and recognized
when earned upon the occurrence of the scheduled race event. In addition to the deposits received
in connection with the execution of sanction agreements, the Company receives sanction advances
from time to time that are also included in deferred revenue and recognized when earned. 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 any estimated returns and allowances, if any. Other revenues from royalties are
recognized when earned. 9




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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. The Company has not issued any stock equivalents, thus there is
no diluted earnings per share or stock-based compensation disclosure. Inventories Inventories of retail merchandise are stated at the lower of cost or market. Shipping, handling
and freight costs related to merchandise inventories are charged to cost of merchandise. 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 June 30, 2004, 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. Purchase Accounting The company accounted for its acquisition of the assets in accordance with Statement of Financial
Accounting Standards No. 141 (SFAS No. 141), Business Combinations and Statement of Financial
Accounting Standards No. 142, Goodwill and Intangible Assets (SFAS No. 142). SFAS no. 141
requires that all business combinations entered into subsequent to June 30, 2001 be accounted for
under the purchase method of accounting and that certain acquired intangible assets in a business
combination be recognized and reported as assets apart from goodwill. 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 June 30, 2004, 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. 10




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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) Mandatory 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 adoption of SFAS 150 had no
impact on our financial position, results of operations, or cash flows. NOTE 4  ACQUISITIONS On February 4, 2004, the Company, through its wholly owned subsidiary WOWI Acquisition, Inc.
(WOWI), finalized the acquisition of substantially all the assets of World of Outlaws, Inc. (WoO).
In exchange for the assets acquired, the Company paid to WoO $5,000,000, which amount was offset by
$1,450,000 in pre-acquisition cash advances, plus interest of $21,815 provided by the Company to
WoO in connection with the Purchase Agreement and $525,000 in deposits WoO had received for
sanctioning of future sprint car racing events. The net purchase price of $3,003,185, was paid by
a twelve month promissory note bearing interest at the rate of seven percent (7%) per annum, with
principal payments on the note due in the following increments: (a) $100,000 on March 1, 2004, (b)
$400,000 on May 1, 2004, and (c) $500,000 on September 1, 2004, with the remaining principal
balance due on maturity; and accrued interest due and payable quarterly. The promissory note is
secured by the assets that were acquired from WoO, plus all future assets acquired by WOWI. The
promissory note is also guaranteed by Mr. Paul A. Kruger, the Companys Chief Executive Officer and
significant shareholder. The purchase was accounted for under the purchase method of accounting and accordingly the purchase
price of $5,000,000, including estimated costs of acquisition of $220,000 was allocated as follows: Transportation Equipment
    
    $
    184,926Other Equipment
    
    
    8,875Trade-marks and Trade-names
    
    
    142,511Goodwill
    
    
    4,883,688$
    5,220,000
 The allocation of the purchase price to transportation and other equipment was based upon estimated
fair market values determined at the acquisition date. The Company recorded $5,026,199 in goodwill
in connection with the acquisition. 11




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The following pro forma financial information presents a summary of the results of operations as if
the acquisition had occurred on October 1, 2003: Nine months endedJune 30, 2004Revenues
    
    $
    1,621,683Expenses
    
    
    3,978,654Net loss
    
    $
    (2,356,970
    )Net loss per share
    
    $
    (0.14
    )Weighted average of number of
shares outstanding
    
    
    17,277,697
 With the purchase the Company has acquired the corporate name World of Outlaws, Inc. and all
associated trade names, trade-marks, and trade-mark registrations. This will allow the Company to
sanction World of Outlaws sprint-car racing events and expand into other series such as a World of
Outlaws late-model series without restrictions. Effective May 24, 2004, the Company, through its wholly owned subsidiary, Boundless Racing, Inc., a
Texas corporation, consummated the acquisition of substantially all of the assets of Finger Lake
International, Inc., a New York corporation (FLI), pursuant to an Asset Purchase Agreement. The
Company, through a separate wholly-owned subsidiary, had previously entered into an agreement to
purchase the FLI assets (the First Asset Purchase Agreement), but the previous arrangement was
mutually terminated in favor of the Asset Purchase Agreement. In exchange for the assets and real property acquired, which consisted of the Rolling Wheels motor
sports racing track located in Elbridge, New York, the Company paid $1,088,777 to FLI consisting of
(a) cash in an aggregate of $1,000,000, and (b) 300,000 shares of the Companys common stock,
$.0001 par value per share (the Shares), valued at $60,000. The Company also incurred $28,777 of
costs relating to the acquisition. The Shares issued to FLI in connection with this acquisition were issued by the Company pursuant to
an exemption (Section 4(2)) from the registration requirements of the Securities Act of 1933, as
amended and are restricted shares. NOTE 5  NOTES RECEIVABLE In June 2003, the Company executed a promissory note with WoO in the amount of $600,000. The note
was unsecured, and bore interest at 8% annually. In October 2003 the promissory note was amended
to include an additional advance of $600,000 by the Company and the interest rate was changed to
4.25%. During January 2004 an additional $250,000 was advanced. As described in Footnote 4, the
total amount advanced, $1,450,000 plus accrued interest of $21,815 was applied towards the purchase
by the Company of substantially all the assets of the WoO. NOTE 6  DEPOSITS The Company paid a deposit of $1,000,000 and issued 1,558,334 shares of common stock valued at
$0.20 per share to the sellers of Dirt Motorsports, Inc. and its affiliates to be applied toward
the purchase price upon consummation of the expected closing of the acquisition of Dirt
Motorsports, Inc. and its affiliates by the Company. On May 24, 2004 the Company applied 250,000
shares of the deposit towards the acquisition of a dirt race track located in New York. (See
Acquisitions footnote 4. and Subsequent Events footnote 15.) 12




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NOTE 7 PROPERTY AND EQUIPMENT Property and equipment consisted of the following at June 30, 2004: Real Property and buildings
    
    $
    1,088,777Transportation equipment
    
    
    184,926Computers
    
    
    37,458Office furniture
    
    
    9,524Office equipment
    
    
    10,261Other
    
    
    9,5051,340,451Less accumulated depreciation
    
    
    (41,345
    )Property and equipment, net
    
    $
    1,299,106
 Depreciation expense for the three months and nine months
ended June 30, 2004 was $20,467and $39,237, respectively. NOTE 8  GOODWILL AND
OTHER INTANGIBLE ASSETS At June 30, 2004,
intangible assets are composed of (1) $4,883,688 representing the excess of cost
over the fair value of the net assets acquired in connection with the acquisition of substantially
all of the assets of WoO, (2) $23,370 representing the actual costs incurred for the creation
of blueprints, plans and drawings for documenting a conceptual raceway venue that the Company is
contemplating constructing in the future for addition to its portfolio of motor sports
entertainment assets and operations, and (3) $142,511 representing
the value of the World of Outlaws Trademark.. As of June 30, 2004, the Company believes that there is no
impairment of intangible assets. NOTE 9  NOTES PAYABLE Notes payable at June 30, 2004 consisted of the following: $2,703,185, 7% note payable to WoO, due February 3, 2005 after principal payments
of $400,000 on May 1, 2004 and $500,000 on September 1, 2004. Secured by the
assets of WOWI and the guarantee of Paul Kruger Chairman and CEO and a
significant shareholder of the Company. Interest is payable quarterly. See
Footnote 4 regarding the acquisition of WoO. (See Subsequent Foot Note 15) $2,286,011, 10% notes payable to Paul Kruger, Chairman and CEO and a significant
shareholder of the Company. The note was amended on April 15, 2004 to accrue
interest at a rate of 10% from 4%. The entire principal balance and accrued
interest thereon are payable in full on July 1, 2004; provided, however, 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. See related
party Footnote 11 (See Subsequent Foot Note 15) $1,000,000, note payable dated January 23, 2004 due to SXJE, LLC. The note bears
interest at an initial rate of 6% per annum, increasing to 12% per annum on May
23, 2004. The note matures on January 23, 2005, but provides for prepayment
following the closing of an offering of at least $4,000,000. The note is secured
by certain assets of the Company and its subsidiaries, and is guaranteed by Mr.
Kruger. Interest is payable quarterly in cash or stock at the option of the
Company beginning April 23, 2004. (See Subsequent Foot Note 15) $2,000,000 note payable dated May 24, 2004 due to Boundless Investments LLC.
This loan bears interest at a rate of twelve percent (12%) per annum. The loan
matures on May 21, 2007, but provides for prepayment following the closing of an
offering of at least $4,000,000 during the first 12 months following the date of
the note. From the 13th month following the date of the note until
the maturity date, at the option of the holder, the outstanding principal amount
plus accrued and unpaid interest shall convert into such number of shares of
Common Stock of the Company equal to 110% of the principal and interest amounts
being converted at $4.00 per share. The loan is to be secured by certain assets
of the Company and its subsidiaries, and is guaranteed by Mr. Kruger. $110,000, 6% note payable to an individual, dated February 4, 2004, due February
4, 2005. Principal and interest payable monthly. 13




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NOTE 10  SHAREHOLDERS EQUITY (DEFICIT) On December 2, 2003 in exchange for cash, the Company sold 83,334 shares of
unregistered common stock at a price of $3.00 per share, which equaled the quoted
market price for the Companys common stock on December 1, 2003. On October 15, 2003 the Company issued 1,558,334 shares of unregistered common stock in
connection with the pending acquisition of DIRT Motorsports, Inc. (DIRT) (see Note 6 
DEPOSITS). The stock was issued at a price of $0.20 per share as negotiated and agreed
upon between the Company and the seller of DIRT. On May 24, 2004 the Company issued 50,000 shares of unregistered common stock in
connection with the acquisition of the Rolling Wheels dirt race track (see Note 4 
ACQUISITIONS). The stock was valued at $0.20 per share for financial reporting
purposes. NOTE 11  RELATED PARTY TRANSACTIONS Notes Payable to Shareholder Paul Kruger, Chairman and CEO and a significant shareholder, as of the date of this filing has
provided approximately $2.5 million in funding for the Company, of which, $2,286,011 is in the form
of promissory notes from the Company. The amount lent by Mr. Kruger as of June 30, 2004, including accrued interest, is $2,379,515.
These notes accrue interest at a rate of 4% per annum prior to April 15, 2004 and 10% thereafter..
The entire principal balance, and accrued interest on these notes, are payable in full on July 1,
2004; provided, however, 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. (See Subsequent Foot Note 15) Other Related Party Transactions Mr. Kruger leases an aircraft to Business Jet, a company that the Company utilizes for travel
services and owns a second aircraft that is also used on occasion for Company purposes. During the
nine months ended June 30, 2004 $156,555 of expenses associated with use of the aircraft was
incurred. The Company rents office space in Norman, Oklahoma, on a month-to-month basis, from an entity
controlled by Mr. Kruger. During the nine months ended June 30, 2004, the Company incurred $34,270
of rent expense for use of the Norman office. Contemporaneously with the closing of the WoO purchase, the Companys subsidiary, WOWI, entered
into a two year employment agreement with Mr. Ted Johnson the sole shareholder of the WoO and a two
year lease with WoO for the lease of office and warehouse space in Allen, Texas. Monthly lease
payments are $7,420. See Footnote 13  Commitments. Richard F. Dahlson, formally a director of the Company, is a partner with Jackson Walker L.L.P., a
law firm that serves as outside legal counsel to the Company. The Company incurred $185,720 in
legal fees during the nine month period ended June 30, 2004. NOTE 12  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. At June 30, 2004, the Company had net operating loss carry forwards of approximately $2,500,000 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. 14




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##### Table of Contents



The statutory income tax benefit calculated at 34% of income before tax resulting from of the
Companys net operating loss carry forwards has been fully reserved. The valuation allowance has
been provided due to the uncertainty that the Company will generate future profitable operations to
utilize this net operating loss carry forward. NOTE 13  COMMITMENTS A wholly-owned subsidiary of the Company entered into a 72 month lease beginning July 15, 2003 for
approximately 5,200 square feet of office space at 1801 Gateway Blvd, Suite 105, Richardson, TX
75080. Contemporaneously with the acquisition of certain assets from the WoO, the Company entered into a
two year lease for approximately 15,000 square feet of office and warehouse space at 15 Prestige
Circle, Allen Texas 75002. Total scheduled future minimum lease payments, under these operating leases are as follows: Year Ending2004
    
    $
    40,5872005
    
    
    162,3482006
    
    
    110,4082007
    
    
    73,3082008
    
    
    73,308Thereafter
    
    
    42,763$
    502,722
 NOTE 14  LITIGATION AND CONTINGENCIES On March 19, 2004, Boundless Track Operations, Inc. one of the Companys subsidiaries (BTO), was
served a complaint filed by Greenway-University Centre Partners, L.P. (GUCP), alleging that BTO
breached a lease agreement with GUCP and committed fraud in connection with entering into the lease
agreement. BTO has denied these allegations and intends to vigorously defend this litigation.
This litigation is still in its early stages and no discovery has been conducted at this time. The
Company did not accrue a loss contingency in connection with the complaint at June 30, 2004. NOTE 15  SUBSEQUENT EVENTS Issuance of Preferred Stock and Debt Effective July 30, 2004, the Company issued and sold 4,382.96 shares of its newly designated Series
A Convertible Preferred Stock, par value $0.01 per share (Series A Stock) and warrants to
purchase 3,506,368 shares of its common stock, $0.0001 par value per share (the Series A
Warrants), for an aggregate purchase price of $11,834,000. In connection with the sale of the
Series A Stock and Series A Warrants, SXJE, LLC, the holder of that certain Promissory Note issued
by the Company dated January 23, 2004, in the principal amount of $1,000,000 (the SXJE Note),
agreed to convert the principal and all accrued interest under the SXJE Note into 407.41 shares of
Series A Stock and Series A Warrants to purchase 325,928 shares of common stock. In addition, Boundless Investments, LLC, the holder of that certain Promissory Note issued by the
Company dated May 19, 2004, in the principal amount of $2,000,000 (the BI Note), agreed to
exchange the BI Note for a new promissory note in the principal amount of $2,000,000 bearing
interest of eight percent per annum with a maturity date of May 19, 2007. The Series A Stock (including those shares issued to SXJE, LLC) is convertible into an aggregate of
4,790,370 shares of common stock, representing a conversion price of $2.70 per share. Subject to
an effective registration statement covering the resale of the shares of common stock into which
the Series A Stock is convertible, the Series A Stock will automatically convert into shares of
common stock after January 26, 2005, if (a) the closing bid price of our common stock is equal to
or greater than $6.00 per share for ten consecutive trading days, and (b) the dollar trading volume
for each of the ten trading days exceeds $500,000. The Series A Warrants (including those warrants issued to SXJE, LLC) have a term of seven years at
an exercise price of $3.00 per share. Subject to an effective registration statement covering the
resale of the shares of common 15




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##### Table of Contents



stock issuable upon exercise of the Series A Warrants, the Company
may redeem the Series A Warrants for $0.0001 per warrant at any time after July 29 2006, if (a) the
closing bid price of our common stock is equal to or greater than $6.00 per share for ten
consecutive trading days, and (b) the dollar trading volume for each of the ten trading days
exceeds $500,000. The Company has agreed to file a registration statement covering the resale of the shares of common
stock to be issued upon conversion of the Series A Stock and the exercise of the Series A Warrants.
In the event this registration statement is not declared effective on or before November 27, 2004,
the Company will be obligated to pay liquidated damages to the purchasers of the Series A Stock
(including SXJE, LLC) of approximately $260,000 for the first thirty day period after November 27,
2004, and of approximately $200,000 for each thirty day period thereafter, until the registration
statement is declared effective. Also in connection with the sale of the Series A Stock and Series A Warrants, Paul A. Kruger, the
Companys Chief Executive Officer, (a) forgave approximately $2,400,000 of debt owed to him by the
Company under various promissory notes, (b) surrendered to the Company 700,000 shares of its
common stock (the Surrendered Shares), (c) transferred to Boundless Investments, LLC 4,000,000
shares of the Companys common stock (the Transferred Shares), and (d) sold to the purchasers of
the Series A Stock and Series A Warrants an additional 800,000 shares of Company common stock for
an aggregate sales price of $160,000 (the Sold Shares). The Transferred Shares were subsequently
surrendered to the Company in exchange for a warrant to purchase 4,000,000 shares of our common
stock (the Exchange Warrant), at an exercise price of $0.001 per share. The Exchange Warrant
was subsequently sold to the purchasers of the Series A Stock and Series A Warrants. The
Surrendered Shares and Transferred Shares were cancelled by the Company. Retirement of Debt Effective August 4, 2004, the Company paid $1,600,000 and assumed $791,325 of obligations as
satisfaction of all principle and accrued interest amounts due under the 7% note payable due to the
WoO. The Company was also released from the lease of property located in Allen, Texas and the
employment agreement with Mr. Ted Johnson was cancelled. Acquisition Effective August 6, 2004, the Company, through its wholly owned subsidiary, Boundless Racing,
Inc., a Texas corporation (as the assignee of Boundless Track Operations, Inc., a Nevada
corporation and wholly-owned subsidiary of the Company (BTOI)), consummated the acquisition of
all of the outstanding shares of capital stock of DIRT Motorsports, Inc., a New York corporation
(DIRT), pursuant to a Stock Purchase Agreement, dated August 13, 2003, as amended and extended. In exchange for the outstanding capital stock of DIRT, the Company paid to Mr. Glenn Donnelly, the
sole shareholder of DIRT, (a) cash in an aggregate amount of $1,775,000, of which $1,000,000 had
been previously paid, and (b) 591,667 shares of the Companys common stock, $.0001 par value per
share (the Shares), all of which shares had been previously paid to Mr. Donnelly in October 2003.
Mr. Donnelly has been retained by the Company in a consultative capacity to assist the Company
with its Super Dirt Week racing events pursuant to the terms of a Consulting Agreement, a copy of
which is attached to this report. In addition to the payments made to Mr. Donnelly under the Stock Purchase Agreement, the Company
has also deposited an additional $1,225,000 with Mr. Donnelly in connection with a Contract of Sale
dated as of August 13, 2003, as amended and extended between the Company (as assignee of BTOI) and
Mr. Donnelly, pursuant to which the Company intends to acquire a race track facility located in New
York. The deposit is refundable until such time as the Company completes the acquisition. The Shares issued to Mr. Donnelly in connection with the acquisition of DIRT were issued by the
Company pursuant to an exemption (Section 4(2)) from the registration requirements of the
Securities Act of 1933, as amended and are restricted shares. Prior to entering into the Stock Purchase Agreement and Contract of Sale, no material relationship
existed between the Company and either DIRT or its shareholders, or any affiliate, director, or
officer of the Company, or any associate of any such director or officer. The Company recently
completed the acquisition of substantially all of the assets of Finger Lake International, Inc., a
New York corporation (FLI), of which Mr. Donnelly was an officer, director and shareholder. The
asset purchase agreement pursuant to which the Company acquired the assets of FLI was entered into
at the same time as the Stock Purchase Agreement and Contract of Sale. The foregoing description
is not a description of all of the material terms of the transaction. You should read the documents
that are referenced in this report for a more complete understanding of the transaction. 16




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations Operations Boundless Motor Sports Racing, Inc. (the Company) was incorporated under the laws of the State of
Colorado and is focusing its efforts on developing a dirt track style racing and sports
entertainment company primarily through the acquisition and operation of motor sports sanctioning
bodies and racing venues. 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. The Company was a development stage company until February 2004, at which time it emerged from
development stage status upon the acquisition of WoO, and the introduction and commencement of a
new racing series for the 2004 season known as the Late Model Dirt Racing Car Series (Late Model
Series). The Late Model Series held its first race in February 2004, and is independent of the of
DIRT and WoO operations mentioned below. Prior to the emergence from development stage status, no
ongoing operations were conducted and no revenues were generated prior to the acquisition.
Operating expenses incurred this period and for the periods up through February 4, 2004, were
general and administrative expenses associated with maintaining the Company while the
aforementioned acquisitions were pursued. Accounts payable at September 30, 2003 reflect amounts
owed for these general and administrative expenses incurred such as postage and shipping, legal and
accounting fees, travel expenses, and office utilities. As an accounting reporting entity, the Company had no activity during the three months and nine
months ended June 30, 2003, therefore no prior year comparisons are provided. During the quarter
and nine months ended June 30, 2004, the Company generated revenues of $979,661 and $1,292,523
respectively, and for the quarter and nine months ended June 30, 2004 incurred $1,836,045 and
$3,145,894 respectively, in operating expenses. The Company had operating losses for the quarter
and nine months ended June 30, 2004 of $856,384 and $1,853,321, respectively. For the quarter and
nine months ended June 30, 2004 the Company had net losses of
$1,011,662, or $.06 per share, and
$2,078,971, or $.12 per share, respectively. In pursuing its business plan, the Company entered into a definitive agreement to acquire DIRT
Motorsports, Inc. (DIRT), and on February 4, 2004 completed the acquisition of World of Outlaws,
Inc. (WoO), as discussed below. Both DIRT and WoO are dirt-track style racing sanctioning bodies.
In addition to sanctioning races, DIRT also owns and operates two racing facilities, and operates
an additional three leased facilities, which are included in the pending acquisition of DIRT. On February 4, 2004, the Company, through its wholly owned subsidiary WOWI Acquisition, Inc.
(WOWI), finalized the acquisition of substantially all the assets of World of Outlaws, Inc. (WoO).
In exchange for the assets acquired, the Company paid to WoO $5,000,000, which amount was offset by
$1,450,000 in pre-acquisition cash advances, plus interest of $21,815 provided by the Company to
WoO in connection with the Purchase Agreement and $525,000 in deposits WoO had received for
sanctioning of future sprint car racing events. The net purchase price of $3,003,185, was paid by
a twelve month promissory note bearing interest at the rate of seven percent (7%) per annum, with
principal payments on the note due in the following increments: (a) $100,000 on March 1, 2004, (b)
$400,000 on May 1, 2004, and (c) $500,000 on September 1, 2004, with the remaining principal
balance due on maturity; and accrued interest due and payable quarterly. The promissory note is
secured by the assets that were acquired from WoO, plus all future assets acquired by WOWI. The
promissory note is also guaranteed by Mr. Paul A. Kruger, the Companys Chief Executive Officer and
significant shareholder. Effective August 4, 2004, the Company paid $1,600,000 and assumed
$791,325 of obligations as satisfaction of all principle and accrued interest amounts due under the
7% note payable due to the WoO. The Company was also released from the lease of property located
in Allen, Texas and the employment agreement with Mr. Ted Johnson was cancelled. Effective May 24, 2004, the Company, through its wholly owned subsidiary, Boundless Racing, Inc., a
Texas corporation, consummated the acquisition of substantially all of the assets of Finger Lake
International, Inc., a New York corporation (FLI), pursuant to an Asset Purchase Agreement. The
Company, through a separate wholly- 17




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owned subsidiary, had previously entered into an agreement to
purchase the FLI assets (the First Asset Purchase Agreement), but the previous arrangement was
mutually terminated in favor of the Asset Purchase Agreement. In exchange for the assets and real property acquired, which consisted of the Rolling Wheels motor
sports racing track located in Elbridge, New York, the Company paid $1,088,777 to FLI consisting of
(a) cash in an aggregate of $1,000,000, and (b) 300,000 shares of the Companys common stock,
$.0001 par value per share (the Shares), valued at $60,000. The Company also incurred $28,777 of
costs relating to the acquisition. The Shares issued to FLI in connection with this acquisition were issued by the Company pursuant to
an exemption (Section 4(2)) from the registration requirements of the Securities Act of 1933, as
amended and are restricted shares. Effective August 6, 2004, the Company, through its wholly owned subsidiary, Boundless Racing,
Inc., a Texas corporation (as the assignee of Boundless Track Operations, Inc., a Nevada
corporation and wholly-owned subsidiary of the Company (BTOI)), consummated the acquisition of
all of the outstanding shares of capital stock of DIRT Motorsports, Inc., a New York corporation
(DIRT), pursuant to a Stock Purchase Agreement, dated August 13, 2003, as amended and extended. In exchange for the outstanding capital stock of DIRT, the Company paid to Mr. Glenn Donnelly, the
sole shareholder of DIRT, (a) cash in an aggregate amount of $1,775,000, of which $1,000,000 had
been previously paid, and (b) 591,667 shares of the Companys common stock, $.0001 par value per
share (the Shares), all of which shares had been previously paid to Mr. Donnelly in October 2003.
Mr. Donnelly has been retained by the Company in a consultative capacity to assist the Company
with its Super Dirt Week racing events pursuant to the terms of a Consulting Agreement, a copy of
which is attached to this report. In addition to the payments made to Mr. Donnelly under the Stock Purchase Agreement, the Company
has also deposited an additional $1,225,000 with Mr. Donnelly in connection with a Contract of Sale
dated as of August 13, 2003, as amended and extended between the Company (as assignee of BTOI) and
Mr. Donnelly, pursuant to which the Company intends to acquire a race track facility located in New
York. The deposit is refundable until such time as the Company completes the acquisition. The Shares issued to Mr. Donnelly in connection with the acquisition of DIRT were issued by the
Company pursuant to an exemption (Section 4(2)) from the registration requirements of the
Securities Act of 1933, as amended and are restricted shares. Prior to entering into the Stock Purchase Agreement and Contract of Sale, no material relationship
existed between the Company and either DIRT or its shareholders, or any affiliate, director, or
officer of the Company, or any associate of any such director or officer. The Company recently
completed the acquisition of substantially all of the assets of Finger Lake International, Inc., a
New York corporation (FLI), of which Mr. Donnelly was an officer, director and shareholder. The
asset purchase agreement pursuant to which the Company acquired the assets of FLI was entered into
at the same time as the Stock Purchase Agreement and Contract of Sale. The foregoing description
is not a description of all of the material terms of the transaction. You should read the documents
that are referenced in this report for a more complete understanding of the transaction. Liquidity and Capital Resources The Companys primary source of funding through June 30, 2004 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 approximately $2.5
million in funding to the Company, of which, approximately $2.3 million is in the form of
promissory notes as of June 30, 2004. These notes accrue interest at a rate of 4% per annum prior
to April 15,2004 and 10% thereafter. The entire principal balance, and accrued interest on these
notes were 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 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 6% per annum, increasing to 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. 18




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##### Table of Contents



On May 21, 2004, the Company borrowed $2,000,000 from Boundless Investments, LLC. This loan bears
interest at a rate of twelve percent (12%) per annum. The loan matures on May 20, 2007, but
provides for prepayment following the closing of an offering of at least $4,000,000 during the
first 12 months following the date of the note. From the 13th month following the date
of the note, at the option of the holder, the principal amount and accrued and unpaid interest
shall convert into such number of shares of Common Stock of the Company equal to 110% of the
principal and interest amounts being converted at $4.00 per share. The loan is to be secured by
certain assets of the Company and its subsidiaries, and is guaranteed by Mr. Kruger. On July 30, 2004, the Company issued and sold 4,382.96 shares of its newly designated Series A
Convertible Preferred Stock, par value $0.01 per share (Series A Stock) and warrants to purchase
3,506,368 shares of its common stock, $0.0001 par value per share (the Series A Warrants), for
an aggregate purchase price of $11,834,000. In connection with the sale of the Series A Stock and
Series A Warrants, SXJE, LLC, the holder of that certain Promissory Note issued by the Company
dated January 23, 2004, in the principal amount of $1,000,000 (the SXJE Note), agreed to convert
the principal and all accrued interest under the SXJE Note into 407.41 shares of Series A Stock and
Series A Warrants to purchase 325,928 shares of common stock. In addition, Boundless Investments, LLC, the holder of that certain Promissory Note issued by the
Company dated May 19, 2004, in the principal amount of $2,000,000 (the BI Note), agreed to
exchange the BI Note for a new promissory note in the principal amount of $2,000,000 bearing
interest of eight percent per annum with a maturity date of May 19, 2007. The Series A Stock (including those shares issued to SXJE, LLC) is convertible into an aggregate of
4,790,370 shares of common stock, representing a conversion price of $2.70 per share. Subject to
an effective registration statement covering the resale of the shares of common stock into which
the Series A Stock is convertible, the Series A Stock will automatically convert into shares of
common stock after January 26, 2005, if (a) the closing bid price of our common stock is equal to
or greater than $6.00 per share for ten consecutive trading days, and (b) the dollar trading volume
for each of the ten trading days exceeds $500,000. The Series A Warrants (including those warrants issued to SXJE, LLC) have a term of seven years at
an exercise price of $3.00 per share. Subject to an effective registration statement covering the
resale of the shares of common stock issuable upon exercise of the Series A Warrants, the Company
may redeem the Series A Warrants for $0.0001 per warrant at any time after July 29 2006, if (a) the
closing bid price of our common stock is equal to or greater than $6.00 per share for ten
consecutive trading days, and (b) the dollar trading volume for each of the ten trading days
exceeds $500,000. The Company has agreed to file a registration statement covering the resale of the shares of common
stock to be issued upon conversion of the Series A Stock and the exercise of the Series A Warrants.
In the event this registration statement is not declared effective on or before November 27, 2004,
the Company will be obligated to pay liquidated damages to the purchasers of the Series A Stock
(including SXJE, LLC) of approximately $260,000 for the first thirty day period after November 27,
2004, and of approximately $200,000 for each thirty day period thereafter, until the registration
statement is declared effective. Also in connection with the sale of the Series A Stock and Series A Warrants, Paul A. Kruger, the
Companys Chief Executive Officer, (a) forgave approximately $2,400,000 of debt owed to him by the
Company under various promissory notes, (b) surrendered to the Company 700,000 shares of its
common stock (the Surrendered Shares), (c) transferred to Boundless Investments, LLC 4,000,000
shares of the Companys common stock (the Transferred Shares), and (d) sold to the purchasers of
the Series A Stock and Series A Warrants an additional 800,000 shares of Company common stock for
an aggregate sales price of $160,000 (the Sold Shares). The Transferred Shares were subsequently
surrendered to the Company in exchange for a warrant to purchase 4,000,000 shares of our common
stock (the Exchange Warrant), at an exercise price of $0.001 per share. The Exchange Warrant
was subsequently sold to the purchasers of the Series A Stock and Series A Warrants. The
Surrendered Shares and Transferred Shares were cancelled by the Company. Management believes as the result of the transactions described above, the Company has the
financial ability and resources to fund operations for the next twelve months. 19




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##### Table of Contents



The following table summarizes our contractual obligations as of June 30, 2004: Payment Due by PeriodLess than
    
    
    2 to 3
    
    
    4 to 5
    
    
    After 5Contractual obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsOperating leases
    
    $
    502,722
    
    
    $
    40,587
    
    
    $
    272,756
    
    
    $
    146,616
    
    
    $
    42,763Notes payable and accrued interest
    
    $
    8,273,341
    
    
    $
    6,273,341
    
    
    $
    2,000,000
    
    
    
    
    
    
    
    
 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. Deferred tax assets are reduced by a valuation allowance when in the
opinion of management it is more likely than not that some portion or all of the deferred tax
assets will not be realized. 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.
Upon execution of a sanction agreement with race promoters and race track owners, the Company
receives a sanction fee deposit in advance. Advance sanction deposits are deferred and recognized
when earned upon the occurrence of the scheduled race event. In addition to the deposits received
in connection with the execution of sanction agreements, the Company receives sanction advances
from time to time that are also included in deferred revenue and recognized when earned. 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 any estimated returns and allowances, if any. Other revenues from royalties are
recognized when earned. 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. The Company has not issued any stock equivalents, thus there
is no diluted earnings per share or stock-based compensation disclosure. Inventories Inventories of retail merchandise are stated at the lower of cost or market. Shipping, handling
and freight costs related to merchandise inventories are charged to cost of merchandise. 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 20




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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. Purchase Accounting The company accounted for its acquisition of the assets in accordance with Statement of Financial
Accounting Standards No. 141 (SFAS No. 141), Business Combinations and Statement of Financial
Accounting Standards No. 142, Goodwill and Intangible Assets (SFAS No. 142). SFAS no. 141
requires that all business combinations entered into subsequent to June 30, 2001 be accounted for
under the purchase method of accounting and that certain acquired intangible assets in a business
combination be recognized and reported as assets apart from goodwill. 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 March 31, 2004, 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 cash flows. 
 Item 3. Controls and Procedures Prior to the date of filing of this report, the Company carried out an evaluation, under the
supervision and with the 21




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participation of our management, including our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
are effective in timely alerting them to material information relating to us (including our
consolidated subsidiaries) required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out this evaluation. 
 PART II  OTHER INFORMATION 
 Item 1. Legal Proceedings On March 19, 2004, Boundless Track Operations, Inc. one of the Companys subsidiaries (BTO), was
served a complaint filed by Greenway-University Centre Partners, L.P. (GUCP), alleging that BTO
breached a lease agreement with GUCP and committed fraud in connection with entering into the
leased agreement. BTO has denied these allegations and intends to vigorously defend this
litigation. This litigation is still in its early stages and no discovery has been conducted at
this time. 
 Item 6. Exhibits and Reports on Form 8-K The following documents are filed as part of this report: (a) Exhibits  2.1
    Asset Purchase Agreement, dated as of February 4, 2004, by and among World Of Outlaws, Inc. a
Texas corporation, Ted Johnson, Boundless Motor Sports Racing, Inc., a Colorado corporation,
and WOWI Acquisition, Inc., a Texas corporation (Incorporated by reference to Exhibit 2.1 of
the Companys Current Report on Form 8-K filed with the Commission on February 10, 2004).  2.2
    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 (Incorporated
by reference to Exhibit 2.8 of the Companys Annual Report on Form 10-KSB filed for the year
ended September 30, 2003).  2.3
    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. (Incorporated by reference to Exhibit 2.9 of the Companys Annual Report on Form
10-KSB filed for the year ended September 30, 2003).  2.4
    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. (Incorporated by reference to Exhibit 2.10 of the Companys
Annual Report on Form 10-KSB filed for the year ended September 30, 2003).  2.5
    Asset Purchase Agreement dated as of May 24, 2004, by and among Finger Lake International,
Inc., a New York corporation, Glenn Donnelly, Bruno M. DiMatteo and Paul Vitale, Boundless
Motor Sports Racing, Inc., and Boundless Racing, Inc.*  10.1
    Promissory Note dated as of February 4, 2004. (Incorporated by reference to Exhibit 10.1 of
the Companys Current Report on Form 8-K filed with the Commission on February 10, 2004).  10.2
    Security Agreement dated as of February 4, 2004, by and between WOWI Acquisition, Inc., a
Texas corporation, and World of Outlaws, Inc (Incorporated by reference to Exhibit 10.2 of the
Companys Current Report on Form 8-K filed with the Commission on February 10, 2004).  10.3
    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 (Incorporated by reference to Exhibit 10.4
of the Companys Annual Report on Form 10-KSB filed for the year ended September 30, 2003).  10.4
    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 (Incorporated by reference to Exhibit 10.5
of the Companys Annual Report on Form 10-KSB filed for the year ended September 30, 2003).  10.5
    Pledge Agreement dated as of June 26, 2003 by and between the Company and Ted Johnson.
(Incorporated by reference to Exhibit 10.6 of the Companys Annual Report on Form 10-KSB filed
for the year ended September 30, 2003). 22




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10.6
    Promissory Note dated January 23, 2004 by and between the Company and SXJE, LLC
(Incorporated by reference to Exhibit 10.7 of the Companys Annual Report on Form 10-KSB filed
for the year ended September 30, 2003).  10.7
    Guaranty dated January 23, 2004 by Paul Kruger in favor of SXJE, LLC. (Incorporated by
reference to Exhibit 10.8 of the Companys Annual Report on Form 10-KSB filed for the year
ended September 30, 2003).  10.8
    Amendment to Promissory Notes and Loans dated as of April 15, 2004 by and between Mr. Paul
Kruger and the Company *  10.9
    Credit Agreement dated as of April 15, 2004, by and between the Company and Mr. Paul A.
Kruger.*  10.10
    Promissory Note dated as of April 15, 2004 issued by the Company as maker to Mr. Paul Kruger
as Payee.*  10.11
    Security Agreement dated as of April 15, 2004, by and between the Company and Mr. Paul A.
Kruger.*  10.12
    Promissory Note dated May 19, 2004, by and between the Company and Boundless Investments,
LLC*  10.13
    Extension Agreement dated as of May 21, by and among DIRT Motorsports, Inc., Glenn Donnelly,
Bruno M. DiMatteo, Paul Vitale, the Company, Boundless Track Operations, Inc., Boundless
Racing, Inc., and Finger Lakes International, Inc.*  16.1
    Letter from Michael Johnson and Co., LLC dated April 28, 2004 regarding change in Certifying
Accountant (incorporated by reference to Exhibit 16.1 of the Companys Current Report on Form
8-K reporting under Item 4 filed with the Commission on April 28, 2004).  31.1
    Rule 13a-14(a)/15d-14(a) Certifications.*31.2
    Rule 13a-14(a)/15d-14(a) Certifications.*32.1
    Section 1350 Certifications.*32.2
    Section 1350 Certifications.*    (b) Reports on Form 8-K: The Company filed the following reports on Form 8-K during the quarter ended March 31, 2004:  (1)
    Form 8-K/A filed with the Commission on January 9, 2004 reporting under Item 7, the pro
forma financial information related to the acquisitions of Boundless and GPX;(2)
    Form 8-K filed on January 13, 2004 reporting, under Item 5, the anticipated filing date
for the Companys Form 10-KSB;(3)
    Form 8-K filed on January 28, 2004 reporting, under Item 5, a revised anticipated
filing date for the Companys Form 10-KSB;(5)
    Form 8-K filed on February 10, 2004 reporting under Item 2 and 7, reporting the
acquisition of substantially all of the assets of World of Outlaws, Inc.;(6)
    Form 8-K filed on April 28, 2004 reporting under Item 4, changes in Registrants
certifying accountant; and(7)
    Form 8-K/A filed on May 25, 2004 reporting under item 7, the audited financial
statements World of Outlaws, Inc. and the pro forma financial information related to the
acquisition of World of Outlaws, Inc. 23




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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 Financial Officer
 24