UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended     November 30, 1999
                                            -----------------

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from _______________ to __________________

                        Commission file number: 000-27025

                         SportsPrize Entertainment Inc.

             (Exact name of registrant as specified in its charter)


              Nevada                                     98-0207616
---------------------------------          -------------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


                      13101 Washington Boulevard, Suite 131
                          Culver City, California 90066
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (310) 566-7140

Indicate by check mark whether the  registrant  (1) has filed all  documents and
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 such
filing requirements for the past 90 days. Yes [ ] No [x]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

     19,480,374  shares of Common  Stock,  $0.001 par value,  outstanding  as of
January 31, 2000.


<PAGE>



                         SportsPrize Entertainment Inc.

                                    Form 10-Q

                                      Index

                                                                            Page

PART 1  --  FINANCIAL INFORMATION............................................F-1


Item 1:  Financial Statements................................................F-1


Item 2:  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.........................................................1


Item 3:  Quantitative and Qualitative Disclosures About Market Risk............7


PART II  --  OTHER INFORMATION.................................................7


Item 1.  Legal Proceedings.....................................................7


Item 2.  Changes in Securities.................................................7


Item 3.  Defaults Upon Senior Securities.......................................7


Item 4.  Submission of Matters to a Vote of Security Holders...................7


Item 5.  Other Information.....................................................7


Item 6.  Exhibits and Reports on Form 8-K......................................8




<PAGE>




PART 1  --  FINANCIAL INFORMATION

Item 1: Financial Statements

                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                           A DEVELOPMENT STAGE COMPANY

                        CONSOLIDATED FINANCIAL STATEMENTS

                             as of November 30, 1999

                                   (Unaudited)






























                                       F-1
<PAGE>




                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                           A DEVELOPMENT STAGE COMPANY

                                TABLE OF CONTENTS

                                November 30, 1999

                                                                            Page

Financial Statements:

         Balance Sheets                                                     F- 3

         Statements of Loss                                              F- 4 -5

         Statements of Stockholders' Equity                                 F- 6

         Statements of Cash Flows                                           F- 7

Notes to Financial Statements                                            F- 8-12































                                       F-2
<PAGE>


                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                           A DEVELOPMENT STAGE COMPANY

                           CONSOLIDATED BALANCE SHEETS

                                      as of


<TABLE>
<CAPTION>

                                                                                       November 30,         February 28,
                                                                                           1999                 1999
                                                                                        (Unaudited)           (Audited)
                                                                                        -----------         -----------
ASSETS

Current Assets
<S>                                                                             <C>                   <C>

         Cash and cash equivalents                                              $         1,427,044    $            34,345
         Accrued interest and other receivable                                                6,542
         Portfolio investments (Note 4)                                                      15,135                 26,350
         Prepaid expenses                                                                    48,364                  9,113
                                                                                -------------------    -------------------
                                                                                          1,497,085                 69,808
                                                                                -------------------    -------------------
Equipment and Software

         Software development costs                                                         353,776
         Internet equipment                                                                 128,358
         Office computers and equipment                                                      54,725                  3,649
         Less:  accumulated depreciation                                                    (4,076)                  (730)
                                                                                -------------------    -------------------
                                                                                            532,783                  2,919
                                                                                -------------------    -------------------
Other

         Organization costs, net                                                                                    13,475
         Deposit                                                                              8,279                 17,000
                                                                                -------------------    -------------------
                                                                                              8,279                 30,475
                                                                                -------------------    -------------------

         Total assets                                                           $         2,038,147    $           103,202
                                                                                ===================    ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

         Accounts payable                                                       $           111,534    $             2,847
         Accrued liabilities                                                                 27,000                    484
                                                                                -------------------    -------------------
                                                                                            138,534                  3,331
                                                                                -------------------    -------------------
Stockholders' Equity
--------------------
         Common stock - $0.001 par value
            authorized 100,000,000 shares;
            19,480,374 issued and outstanding                                                19,480                  4,424
         Preferred stock - $0.001 par value
            authorized 5,000,000 shares;
            non issued and outstanding
         Additional paid-in capital                                                       8,189,013                239,572
         Deferred compensation                                                            (980,726)
         Deficit accumulated during the development stage                               (5,328,154)              (144,125)
                                                                                -------------------    -------------------
                                                                                          1,899,613                 99,871
                                                                                -------------------    -------------------

                                                                                $         2,038,147    $           103,202
                                                                                ===================    ===================

</TABLE>





                  The accompanying Notes to Financial Statements are an integral
part of these financial statements.


                                       F-3
<PAGE>


                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                           A DEVELOPMENT STAGE COMPANY

                         CONSOLIDATED STATEMENTS OF LOSS

                              for the periods from
<TABLE>
<CAPTION>

                                                                                                               Inception,
                                                                                        March 1 to             March 6 to
                                                                   Inception,          November 30,           November 30,
                                                                  March 6, 1998            1999                   1998
                                                                       to               (9 months)             (9 months)
                                                                November 30, 1999        (Unaudited)         (Unaudited)
                                                                -----------------      -------------       ----------------
<S>                                                             <C>                    <C>                 <C>

Revenue                                                        $                     $                     $
                                                               -----------------     ----------------      ----------------

Operating expenses

         General and administrative                                    5,183,683            5,120,347               40,486
         Research and development                                         99,486               99,486
         Depreciation and amortization                                     6,772                3,342                2,101
                                                               -----------------     ----------------      ---------------
                                                                       5,289,941            5,223,175               42,587
                                                               -----------------     ----------------      ---------------

Operating loss                                                       (5,289,941)          (5,223,175)             (42,587)

Other income (expense)
         Foreign exchange                                                (2,610)              (3,888)                  852
         Interest income                                                  49,031               48,999
         Interest expense                                                  (395)                                     (321)
         (Loss) gain on sale of investments                             (63,945)                7,510             (62,334)
         Mineral property rights option                                  (6,819)
                                                               -----------------    -----------------     -----------------

Loss before cumulative effect of a change in
         accounting principle                                        (5,314,679)          (5,170,554)            (104,390)

Cumulative effect of a change in accounting
         principle (Note 3)                                             (13,475)             (13,475)
                                                               -----------------     ----------------    -----------------

Net loss for the period                                        $     (5,328,154)     $    (5,184,029)      $     (104,390)
                                                               =================     ================      ===============


Basic and diluted loss per share                                                     $         (0.31)      $         (0.03)
                                                                                     ================      ================

Weighted average shares outstanding                                                        16,698,029            3,518,647
                                                                                     ================      ===============
</TABLE>














     The  accompanying  Notes to Financial  Statements  are an integral  part of
these financial statements.


                                       F-4
<PAGE>


                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                           A DEVELOPMENT STAGE COMPANY

                         CONSOLIDATED STATEMENTS OF LOSS

                     for the three months ended November 30,



<TABLE>
<CAPTION>

                                                                                           1999               1998
                                                                                         (Unaudited)        (Unaudited)
                                                                                       -------------      ----------------
<S>                                                                                 <C>                   <C>

Revenue                                                                              $                    $
                                                                                     ----------------     ----------------

Operating expenses

         General and administrative                                                         1,826,715               16,925
         Research and development                                                                 337
         Depreciation and amortization                                                          1,320                  546
                                                                                     ----------------      ---------------
                                                                                            1,828,372               17,471
                                                                                     ----------------      ---------------

Operating loss                                                                            (1,828,372)             (17,471)

Other income (expense)
         Foreign exchange                                                                       (124)                2,177
         Interest income                                                                       21,477
         Interest expense                                                                                             (15)
         Gain (loss) on sale of investments                                                         4             (23,649)
                                                                                     ----------------      ---------------

Loss before cumulative effect of a change in
         accounting principle                                                             (1,807,015)              (38,958)

Cumulative effect of a change in accounting
         principle (Note 3)                                                          ----------------      ----------------

Net loss for the period                                                              $    (1,807,015)      $      (38,958)
                                                                                     ================      ===============


Basic and diluted loss per share                                                     $         (0.09)      $         (0.01)
                                                                                     ================      ================

Weighted average shares outstanding                                                        19,480,374            4,049,670
                                                                                     ================      ===============
</TABLE>















     The  accompanying  Notes to Financial  Statements  are an integral  part of
these financial statements.




                                     F-5
<PAGE>




                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                           A DEVELOPMENT STAGE COMPANY

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

        for the period from inception, March 6, 1998 to November 30, 1999
         (data for periods subsequent to February 28, 1999 is unaudited)
<TABLE>
<CAPTION>

                                                                           Additional
                                                        Common     Stock     Paid-in    Deferred

                                      Date               Stock    Amount     Capital  Compensation    Deficit       Total
<S>                                   <C>                <C>      <C>        <C>      <C>             <C>           <C>

Balance - March 6, 1998                                                      $         $              $             $
$

Issuance of common stock         March 1998 -          7,622,110    7,622     236,374                               243,996
   for cash                      February 1999

Net loss for the period                                                                              (144,125)    (144,125)
                                                     ----------- -------- ----------- ------------ ------------   ----------
Balance - February 28, 1999                            7,622,110    7,622     236,374                (144,125)       99,871
                                                     ----------- -------- ----------- ------------ ------------   ----------


Issuance of common stock         March -
   for cash                      April 1999              913,134      913     131,624                               132,537

Issuance of common stock
   for compensation (Note 6)     March 1, 1999         1,464,465    1,465     211,035                               212,500

Subtotal - balance reflecting
   common stock issued in
   reverse merger (Note 5)                           ----------- -------- ----------- ------------ ------------   ----------
                                                       9,999,709   10,000     579,033                 (144,125)     444,908

Issuance of stock options
   for compensation (Note 6)     May 6, 1999                                  603,500                               603,500

Common stock
   before merger                 May 14, 1999          7,564,000    7,564     (7,564)

Issuance of common
   stock for cash                May 14, 1999          1,666,665    1,666   2,498,332                             2,499,998

Less:  share issuance costs      May 14, 1999                                (70,000)                              (70,000)

Issuance of common
   stock for cash                July 27, 1999           250,000      250     999,750                             1,000,000

Less:  share issuance costs      July 27, 1999                               (28,000)                               (28,000)

Compensation expense             March -
   for stock options             November 1999                              3,090,962   (980,726)                 2,110,236

Issuance of stock options
   for compensation (Note 6)     November 1999                                523,000                               523,000

Net loss for the period                                                                              (5,184,029) (5,184,029)
                                                     ----------- --------   ----------  ----------  ------------ -----------
Balance - November 30, 1999                           19,480,374 $ 19,480   $8,189,013  $ (980,726) $(5,328,154) $ 1,899,613
                                                     =========== ========   ==========  ==========  ============ ===========
</TABLE>

     The  accompanying  Notes to Financial  Statements  are an integral  part of
these financial statements.




                                       F-6
<PAGE>




                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                           A DEVELOPMENT STAGE COMPANY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                              for the periods from
<TABLE>
<CAPTION>
                                                                                                              Inception,
                                                                                        March 1 to            March 6 to
                                                                   Inception,          November 30,          November 30,
                                                                  March 6, 1998            1999                  1998
                                                                       to               (9 months)            (9 months)
                                                                November 30, 1999      (Unaudited)          (Unaudited)
                                                                -----------------    ----------------  --------------------
<S>                                                             <C>                  <C>               <C>
Cash flows from operating activities:

         Net loss                                              $     (5,328,154)     $    (5,184,029)      $     (104,390)
         Adjustments to reconcile net loss to net
            cash used in operating activities:
            Depreciation and amortization                                  6,772                3,342                2,101
            Loss (gain) on sale of investments                            63,945              (7,510)               62,334
            Issuance of common stock for compensation                  1,339,000            1,339,000
            Compensation expense for stock options                     2,110,236            2,110,236
            Foreign exchange                                               2,610                3,888                (852)
         Change in operating assets and liabilities:

            Accrued interest and other receivable                        (6,542)              (6,542)
            Prepaid expenses                                            (48,364)             (39,251)               23,403)
            Deposit                                                      (8,279)                8,721               (7,750)
            Organization costs                                               300               16,475              (14,925)
            Accounts payable                                             111,534              108,687
            Accrued liabilities                                           27,000               26,516                  484
                                                               -----------------     ----------------      ---------------
             Net cash used in operating activities                   (1,729,942)          (1,620,467)             (86,401)
                                                               -----------------     ----------------      ---------------

Cash flows from investing activities:

         Proceeds from sale of portfolio investments                     216,764               58,970              137,652
         Purchases of portfolio investments                            (290,207)             (47,129)            (175,302)
         Software development costs                                    (353,776)            (353,776)
         Purchases of equipment                                        (183,083)            (179,434)              (3,649)
         Mineral property rights                                         (6,819)                                   (6,819)
                                                               -----------------     ----------------      ---------------
             Net cash used in investing activities                     (617,121)            (521,369)             (48,118)
                                                               -----------------     ----------------      ---------------

Cash flows from financing activities:

         Proceeds from issuance of common stock                        3,893,294            3,632,535              169,472
         Share issuance costs                                          (124,187)             (98,000)             (19,687)
                                                               -----------------     ----------------      ---------------
             Net cash provided by financing activities                 3,774,107            3,534,535              149,785
                                                               -----------------     ----------------      ---------------
Net change in cash and cash equivalents                        $       1,427,044            1,392,699               15,266
                                                               =================
Cash and cash equivalents at beginning of period                                               34,345
                                                                                     ----------------      ---------------
Cash and cash equivalents at end of period                                           $      1,427,044      $        15,266
                                                                                     ================      ===============

Supplemental disclosure of cash flow information:

         Cash paid during the period for interest              $             395     $                     $           321
Non cash investing and financing activities:

         Issuance of common stock for compensation             $       1,339,000     $      1,339,000      $
         Compensation expense for stock options                $       2,110,236     $      2,110,236      $

</TABLE>






     The  accompanying  Notes to Financial  Statements  are an integral  part of
these financial statements.



                                       F-7
<PAGE>


                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                          (A Development Stage Company)

                   Notes To Consolidated Financial Statements

                                November 30, 1999

1.       Presentation of Interim Consolidated Financial Information

         The accompanying  unaudited interim  consolidated  financial statements
         have  been  prepared  by  SportsPrize   Entertainment   Inc.,  and  its
         subsidiary,  SportsPrize  Inc., in conformity  with generally  accepted
         accounting  principles for interim  financial  information and with the
         rules and regulations of the U.S.  Securities and Exchange  Commission.
         Certain  information  and  footnote  disclosures  normally  included in
         financial  statements  prepared in accordance  with generally  accepted
         accounting  principles have been condensed or omitted  pursuant to such
         regulations.  The unaudited interim  consolidated  financial statements
         reflect all normal,  recurring adjustments and disclosures,  which are,
         in the opinion of management,  necessary for a fair  presentation.  The
         results  of  operations  for the  interim  period  are not  necessarily
         indicative of the results to be expected for the full year.

2.       Significant Accounting Policies

         Use of Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions   that  affect  the  reported  amount  of  assets  and
         liabilities,  disclosure of contingent  assets and  liabilities  at the
         date of the financial statements and the reported amount of revenue and
         expenses  during  the year.  Actual  results  could  differ  from these
         estimates.

         Cash and Cash Equivalents

         Cash and cash  equivalents  include  highly  liquid  investments   with
         original maturities of three months or less.

         Accounting for Stock Options

         In October 1995,  the FASB issued  "Statement  of Financial  Accounting
         Standards No. 123, Accounting for Stock-Based  Compensation" ("SFAS No.
         123"),  which  requires  entities to calculate  the fair value of stock
         awards granted to employees.  This statement provides entities with the
         option  of  either  electing  to  expense  the fair  value of  employee
         stock-based  compensation or continue to recognize compensation expense
         under previously  existing  accounting  pronouncements  and provide pro
         forma disclosures of net income and, if presented,  earnings per share,
         as if the above-referenced  fair value method of accounting was used in
         determining  compensation  expense.  However, pro forma disclosures are
         not required for interim statements.

         The   Company   accounts   for    stock-based   employee   compensation
         arrangements in accordance  with  Accounting  Principles  Board Opinion
         No. 25, "Accounting  for Stock Issued to Employees" ("APB No. 25"). The
         Company has   included the  additional  disclosures  about  stock-based
         employee   compensation plans required by SFAS No. 123 in these interim
         financial  statements.

         Stock options issued to non-employees are recorded at the fair value of
         the  services  received  or  the  fair  value  of the  options  issued,
         whichever  is more  reliably  measurable.  Compensation  is  charged to
         expense  over the  shorter of the service or vesting  period.  Unearned
         amounts are shown as deferred compensation in shareholders' equity.




                                       F-8
<PAGE>




                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                          (A Development Stage Company)

                   Notes To Consolidated Financial Statements

                                November 30, 1999

3.       Change in Accounting Principle

         The Company adopted AICPA Statement of Position 98-5,  Reporting on the
         Costs of Start-up Activities,  in the first quarter of fiscal 2000. The
         SOP requires  the Company to expense  start-up  costs as  incurred.  On
         adoption,  the Company was required to write-off as a cumulative effect
         of  a  change  in  accounting  principle  all  previously   capitalized
         organization  costs. The cumulative  effect of adopting SOP 98-5 was to
         increase the loss for the period by $13,475 net of Federal  State,  and
         local tax  benefits,  which  were  zero  because  realization  of those
         benefits was not assured.

4.       Portfolio Investments

         All  marketable   securities  were   reclassified   from  the  category
         "Available for Sale" to "Trading Securities".  There were no unrealized
         gains or losses recorded as of the  reclassification  date.  Therefore,
         there  was  no  accounting  impact  on  the  Statements  of  Loss.  Any
         unrealized  gains and losses are reported in earnings.  Realized  gains
         and losses are recorded by using the specific identification method.

5.       Re-capitalization

         Kodiak Graphics Company,  a Nevada  corporation,  ("Kodiak  Graphics"),
         entered into a merger  agreement to acquire all the outstanding  common
         stock of  SportsPrize  Inc.,  a Nevada  corporation,  in a  transaction
         described  for legal  purposes as a reverse  merger.  The merger became
         effective on May 14,  1999.  The  surviving  entity,  Kodiak  Graphics,
         changed its name to SportsPrize  Entertainment Inc. The transaction has
         been treated as a re-capitalization of SportsPrize Inc.

         For reporting  purposes,  the historical  information  disclosed in the
         financial  statements  of  SportsPrize  Entertainment  Inc.  is that of
         SportsPrize  Inc.,  the  accounting  acquirer.   However,  the  capital
         structure is that of the legal acquirer,  Kodiak  Graphics.  All shares
         listed in the  Statement of  Stockholders'  Equity prior to the reverse
         merger represent those of SportsPrize  Inc., and have been converted at
         the conversion rate described below.

         Immediately  prior to the merger,  Kodiak  Graphics was a non-operating
         shell  with  no  net  assets  and  7,564,000  shares  of  common  stock
         outstanding.  As part of the re-capitalization,  Kodiak Graphics issued
         an  additional  9,999,709  shares in exchange  for all of the shares of
         SportsPrize  Inc.  (5,804,000) at a conversion rate of 1.7229 shares of
         Kodiak Graphics for each share of SportsPrize Inc. Approximately 57% of
         the shares  outstanding in SportsPrize  Entertainment Inc. were held by
         the former shareholders of SportsPrize Inc.  immediately  following the
         transaction.




                                       F-9
<PAGE>




                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                          (A Development Stage Company)

                   Notes To Consolidated Financial Statements

                                November 30, 1999

6.       Stockholders' Equity

         Common Stock

         The Company's Articles of Incorporation authorize the issuance of up to
         100,000,000  shares of Common  Stock,  $0.001 par value per  share,  of
         which  19,480,374  shares were  outstanding  as of November  30,  1999.
         Holders  of shares of Common  Stock are  entitled  to one vote for each
         share on all  matters  to be voted on by the  stockholders.  Holders of
         Common Stock have no  cumulative  voting  rights.  Holders of shares of
         Common Stock are entitled to share ratably in dividends, if any, as may
         be  declared  from time to time by the Board of  Directors,  from funds
         legally available. In the event of liquidation,  dissolution or winding
         up of the  Company,  the holders of shares of Common Stock are entitled
         to share pro rata all  assets  remaining  after  payment in full of all
         liabilities.  Holders  of Common  Stock  have no  preemptive  rights to
         purchase the Company's Common Stock.  All of the outstanding  shares of
         Common Stock are fully paid and non-assessable.

         On March 1, 1999,  the Company  executed  agreements  to issue  650,000
         shares of common stock to employees and 200,000  shares of common stock
         to an outside consultant for services.  The total compensation  expense
         recorded for these  transactions  was $212,500.  The value was based on
         equivalent  shares  issued  in  conjunction  with a  private  placement
         financing  occurring in the same period.  The shares were  subsequently
         converted into 1,464,465 shares based on the exchange rate of 1.7229 in
         connection with the aforementioned reverse merger (Note 5).

         On  May 6,  1999,  the  Company  executed  a  strategic  marketing  and
         consulting  agreement  with  Interactive  Marketing Inc.  ("IMI").  IMI
         agreed to provide overall  strategic and tactical  marketing as well as
         operational  strategy.  In exchange for  services,  IMI received  fully
         vested,   non-cancelable   options  to  purchase   400,000   shares  of
         SportsPrize  Entertainment  Inc.  unregistered  Common Stock, which was
         previously issued to various founders of the Company.  IMI can exercise
         these options upon demand for a period of up to one year. The founders,
         upon signing the contract with IMI, placed the stock in escrow.

         The Company  accounted for the transaction as a contribution of capital
         by the founders and recorded  $596,000 of compensation  expense because
         the services were being  performed in the current  period.  The options
         were valued at $1.50 per share  using the  Black-Scholes  model,  which
         assumed a $0.01 grant price, a 4.79% risk free rate, 30% volatility and
         an expected life of one year.

         In November 1999, IMI received additional fully vested,  non-cancelable
         options to purchase  200,000 shares of SportsPrize  Entertainment  Inc.
         unregistered  Common  Stock,  which were  previously  issued to various
         founders of the Company. IMI can exercise these options upon demand for
         a period of one year.  Consequently,  in  November  1999,  the  Company
         recorded  $523,000  of  compensation  expense  in  connection  with the
         continuation  of the  IMI  agreement.  The  Company  accounted  for the
         transaction as a contribution  of capital by the founders.  The options
         were valued at $2.62 per share  using the  Black-Scholes  model,  which
         assumed a $0.01 grant price, a 4.79% risk free rate, 30% volatility and
         an expected life of one year.




                                       F-10
<PAGE>




                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                          (A Development Stage Company)

                   Notes To Consolidated Financial Statements

                                November 30, 1999

7.       Earnings Per Share

         The Company adopted Statement of Financial Accounting Standard No. 128,
         "Earnings  Per  Share".  Basic  earnings  per  share  are  based on the
         weighted  effect of all  common  shares  issued  and  outstanding.  The
         following  table  sets  forth  the  computation  of basic  and  diluted
         earnings per share for the nine months ended November 30, 1999, and the
         period ended November 30, 1998.
<TABLE>
<CAPTION>

                                                               November 30, 1999         November 30, 1998
<S>                                                            <C>                       <C>

         Numerator:
            Numerator for basic and diluted
            earnings per share - net loss                        ($5,184,029)               ($104,390)

         Denominator:
            Denominator for basic and diluted
            earnings per share - weighted
            average shares outstanding                            16,698,029                 3,518,647
</TABLE>

         Options to purchase 3,077,000 shares of common stock ranging from $0.25
         - $2.00 a share were  outstanding  at November 30,  1999.  Such options
         were not  included in the  computation  of diluted  earnings  per share
         because they were antidilutive.

8.       Stock Options and Warrants

         The Company  established a stock option plan  effective  June 21, 1999,
         and amended it October 6, 1999. The plan originally allowed issuance of
         up to 3,000,000  shares of our common stock as incentive  stock options
         to our current and future key  employees and  consultants.  The amended
         plan  increased  the  options  issuable  to  6,000,000.  The  Board  of
         Directors or a committee of two or more outside  directors on the Board
         administers  the Plan.  The Board of  Directors  has the  authority  to
         determine  the terms and  restrictions  on all  options,  as well as to
         construe and interpret any provision of the Plan.

         The options  can be granted for periods up to ten years,  or five years
         for ISO's  (Incentive  Stock Options)  granted to optionees  possessing
         more than 10% of the total  combined  voting  power of all  classes  of
         stock.  Unless  extended  by the  Plan  administrators,  the  right  to
         exercise  an option  terminates  90 days  after the  termination  of an
         optionee's  relationship  with the  Company.  If the  optionee  dies or
         becomes disabled, the option will remain exercisable for one year.

         The Company  accounts for  its stock option plan in accordance with the
         provisions  of  APB Opinion  No. 25,  "Accounting  for Stock  Issued to
         Employees".

         The fair value of each  option  grant was  estimated  at the grant date
         using the  Black-Scholes  option - pricing  model for the  period  from
         inception,  March 6, 1998 to November  30,  1999,  assuming a risk-free
         interest  rate  ranging  from 5.27% to 5.6%,  volatility  of 30%,  zero
         dividend yield, and an expected life of two to three years.




                                       F-11
<PAGE>




                         SportsPrize Entertainment Inc.

                       (formerly Kodiak Graphics Company)

                          (A Development Stage Company)

                   Notes To Consolidated Financial Statements

                                November 30, 1999

8.       Stock Options and Warrants (Continued)

         The  Black-Scholes  option  valuation  method was  developed for use in
         estimating  the fair value of traded options and warrants which have no
         vesting  restrictions and are fully transferable.  In addition,  option
         valuation  models require the input of highly  subjective  assumptions,
         including the expected  stock price  volatility.  Because the Company's
         employee stock options and warrants have characteristics  significantly
         different  from those of traded  options,  and  because  changes in the
         subjective  input  assumptions  can  materially  affect  the fair value
         estimate,   in  management's   opinion,  the  existing  models  do  not
         necessarily  provide a reliable single measure of the fair value of its
         employee stock options.

9.       Contingencies

         All shares in escrow to  Quad-Linq  and certain  individuals  have been
         distributed  and  recorded  at fair  market  value.  These  shares were
         converted at 1.7229 shares of Kodiak Graphics Company for each share of
         SportsPrize Entertainment Inc., upon the merger of the Companies.

         On May 12,  1999,  the Company  negotiated  an addendum to the original
         agreement with Quad-Linq Software Inc. Under this addendum, the Company
         paid an additional  $90,000 to Quad-Linq when the product was completed
         and ready for testing.  The Company is also paying Quad-Linq,  at their
         contracted   rates,  for  any  additional   software   development  and
         programming services not covered under the agreements. Through November
         30, 1999, the Company has paid an additional $71,920 in connection with
         this agreement.

         Pursuant to an agreement dated May 6, 1999, with Interactive Marketing,
         Inc.  ("IMI"),  who agreed to provide  strategic,  marketing  and other
         consulting services, the Company committed to the following:

               *    Cash payments totaling $165,000.

               *    15%  royalties on net revenues that  Interactive  Marketing,
                    Inc. materially  participates in developing on behalf of the
                    Company.

         Additional  cash  payments of $180,000  may be due under the  extension
         provisions  of this  agreement.  As of November 30, 1999, an additional
         $15,000 had been paid in  connection  with this  agreement.  In January
         2000,  IMI exercised the 600,000  options to purchase  founders  shares
         earned in connection with this agreement.

         A total of 300,000 stock options granted to certain  employees may vest
         at a future  date.  150,000 of these  options were issued at a price of
         $0.50,  and 150,000 options were issued at $2.00.  These options expire
         in August 2004. The options are  contingent  upon events not certain to
         occur,  and beyond the  control of the  Company,  thus no  compensation
         expense has been recorded.  Any compensation expense will be recognized
         upon vesting of these options,  and will be accounted for in accordance
         with the  provisions  of APB No. 25,  "Accounting  for Stock  Issued to
         Employees":

10.      Subsequent Event

         On December  20, 1999,  the Company  became a fully  reporting  company
         under the U.S.  Securities  Exchange Act of 1934, as amended,  when its
         Registration  Statement on Form 10 automatically  became effective.  On
         January 14, 2000, the U.S. Securities and Exchange Commission reached a
         position of no further comment regarding the Company's Form 10.




                                       F-12
<PAGE>





Item 2: Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

This  Report  contains  forward-looking  statements  within  the  meaning of the
Private  Securities  Litigation  Act of 1995.  Any  statements  that  express or
involve discussions with respect to predictions,  expectations,  beliefs, plans,
objectives,  assumptions or future events or performance (often, but not always,
using words and  phrases  such as  "expects,"  "believe,"  "believes,"  "plans,"
"anticipate,"  "anticipates," "is anticipated," or stating that certain actions,
events or  results  "will,"  "may,"  "should,"  or "can" be  taken,  occur or be
achieved)  are not  statements of  historical  fact and may be  "forward-looking
statements." Forward-looking statements are based on expectations, estimates and
projections  at the time the  statements are made that involve a number of risks
and  uncertainties  which  could  cause  actual  results  or  events  to  differ
materially  from those  anticipated  by us. Such  factors  include,  but are not
limited  to,  the  following:   the  Registrant's   limited  operating  history;
undercapitalization;  risks involving new product development;  unpredictability
of  future   revenues;   management   of  growth  and   integration;   potential
technological changes; the Registrant's  dependence on key personnel;  marketing
relationships and third party suppliers; reliance on advertisers;  potential new
businesses,  competition and low barriers to entry;  uncertain acceptance of the
Internet as an  advertising  medium;  uncertain  acceptance  of our  SportsPrize
Tournament;  limited experience in sales, marketing and advertising;  dependence
on continued growth in use of the Internet;  the Registrant's ability to protect
its   intellectual   property  rights  and  uncertainty   regarding   infringing
intellectual   property  rights  of  others;   potential  capacity  and  systems
disruptions;  liability for Internet content;  government regulations;  security
risks; and other risks and uncertainties  discussed herein and those detailed in
our other  Securities  and Exchange  Commission  filings,  including our Amended
Registration  Statement  on Form 10 filed on January  13,  2000.  Investors  are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's  analysis as of the date hereof. We undertake no obligation
to  publicly  release  the  results  of any  revision  to these  forward-looking
statements  that may be made to reflect events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.

General Overview

We,  SportsPrize  Entertainment  Inc.,  intend  to  engage  in the  business  of
offering,   marketing  and  promoting  sports-related  content,   entertainment,
merchandise  and  other  products  on the  Internet  through  our  Web  site  at
http://www.sportsprize.com.

Our  mission is to  establish  a leading  Internet  sports-based  entertainment,
merchandising  and community  destination Web site. We intend to build an online
sports,  entertainment and e-commerce community that appeals to sports fans from
around the world by providing  three  primary  components  on our Web site:  (i)
sports  content,  (ii) the  SportsPrize  Tournament  and (iii)  sports  oriented
e-commerce.

         Content:  We plan to offer the following sports content:
         -------

               *    Sporting news feeds;

               *    Articles and sports commentary;

               *    Interviews with players, coaches and sports commentators;

               *    Player and team profiles;

               *    Team schedules and information;

               *    Ticket and sporting events information;

               *    Chat rooms and message boards; and

               *    Email.

                                       1

<PAGE>



         The   SportsPrize   Tournament:   We  have   developed  a  proprietary,
         interactive  game called the  "SportsPrize  Tournament,"  which  offers
         participants  the  opportunity  to compete in a  multi-sport,  periodic
         tournament whereby  participants answer weekly questions and accumulate
         points to win a wide variety of prizes and awards, as well as discounts
         on merchandise within our SportsPrize e-commerce venues.

         We expect that our SportsPrize  Tournament will be the  center-piece of
         the   SportsPrize.com(TM)  Web  site.  The  SportsPrize  Tournament  is
         designed to integrate the excitement of sports content and  information
         with the communication and marketing  capabilities of the Internet.  We
         will offer our SportsPrize Tournament as free entertainment to visitors
         on our Web site who become Registered Members on the site.

         E-Commerce: Visitors to our Web site have the opportunity to purchase a
         broad range of  sports-related  merchandise in our SportsPrize  stores.
         Beginning in the first quarter 2000,  visitors will be able to purchase
         and sell merchandise on our SportsPrize Auction site.

  Based  on our  research,  we do not  believe  that  currently  there  are  any
  sports-oriented Web sites that provide all of these components integrated into
  one  comprehensive  Web  site.  We  believe  that we will  have a  competitive
  advantage  in the  marketplace  by being  first-to-the-market  with a  unique,
  multi-faceted  Web site offering  compelling  sports content,  our SportsPrize
  Tournament, and a comprehensive e-commerce program to our visitors, all at one
  destination on the Internet.  Our goal is to  differentiate  our Web site from
  our competitors' Web sites through an aggressive marketing strategy.

  We intend to generate revenue by:

          *    Selling advertising and sponsorships on our Web site;

          *    Selling merchandise  through our virtual  SportsPrize  e-commerce
               shopping venues;

          *    Receiving  transaction  fees  through  sales  on our  SportsPrize
               Auction site; and

          *    Other marketing programs.

We launched the initial version of our  SportsPrize.com(TM) Web site on November
8,  1999.   Visitors   to  our   SportsPrize.com(TM)   Web  site  can  play  our
SportsPrize.com(TM)  Tournament,  access sports-related information and purchase
sports-related  merchandise. We are currently in the process of refining our Web
site software and the technology related to our SportsPrize.com(TM) Web site. We
cannot guarantee that our Web site will be commercially successful as planned or
that we will earn any profits from our operations.

We currently  have  relationships  with DBC Sports to provide our sports content
and statistical  information,  ShopSports.com to provide merchandise and related
order fulfillment services,  and Dream Products,  Inc. to provide sports-related
memorabilia and related order fulfillment services.

We recently  have  established  relationships  with  Boomer  Esiason and Michael
Buffer,  who have agreed to serve on our Sports  Advisory Board and to assist us
in developing and promoting our  SportsPrize(TM)  Web site by providing Web site
content,  promotional  appearances,  and  other  promotional  services.  We  are
currently in the process of attempting to establish relationships with potential
sports marketing groups,  athletes and content  providers to provide  additional
content  on our Web site,  as well as  potential  advertisers  and  sponsors  to
purchase  advertising  on our  Web  site.  We  cannot  assure  you  that we will
successfully maintain our existing relationships with DBC Sports, ShopSports.com
or Dream  Products,  Inc or the members of our Sports  Advisory Board or that we
will enter into any new  relationships  with other  vendors,  athletes,  content
providers or advertisers.

We intend to compete in the highly competitive Internet commerce industry.  Many
of our competitors have  substantially  greater  financial,  technical and other
resources than us. Several competitors already have established Web sites, brand
names,  strategic  relationships  with advertisers and other Web sites, and user
loyalty,  all of which  create  a  competitive  advantage  over  us.  We  cannot
guarantee  that we will be able  to  compete  effectively  or that we will  ever
generate   sufficient   revenues  from  our  operations  to  make  our  business
commercially viable.

                                       2
<PAGE>


Our common stock is currently  quoted on the National  Association of Securities
Dealers' over-the-counter bulletin board and trades under the symbol "JOCK".

Selected Financial Data

The  following   table  sets  forth   selected   financial  data  regarding  our
consolidated  operating results and financial position of our Company.  The data
has been derived from our  consolidated  financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States.  The  following  selected  financial  data is  qualified  in its
entirety by, and should be read in conjunction with, the consolidated  financial
statements and notes thereto included elsewhere in this Form 10-Q.

<TABLE>
<CAPTION>

                                                   Nine Months Ended          Three Months Ended
                                                   November 30, 1999          November 30, 1999

                                                --------------------------- -------------------------
                                                           $                          $
                                               ---------------------------  -------------------------
<S>                                            <C>                          <C>

Net Sales                                                        -                         -

Gross Profit                                                     -                         -
Total Operating Expenses                                     5,223,175                 1,828,372
Net Loss                                                  ($5,184,029)              ($1,807,015)
Net Loss per Share                                             ($0.31)                   ($0.09)


</TABLE>

<TABLE>
<CAPTION>

                                                 At                         At
                                         November 30, 1999           February 28, 1999

                                     --------------------------- --------------------------
                                                 $                           $
                                     --------------------------- --------------------------
<S>                                           <C>                           <C>

Working Capital                               1,358,551                      66,477

Total Assets                                  2,038,147                     103,202

Total Liabilities                               138,534                       3,331

Shareholders' Equity                          1,899,013                      99,871

Long-term Obligations                                 -                           -

Cash Dividends                                        -                           -
</TABLE>



Management's Discussion and Analysis

In May 1999,  we completed a statutory  share  exchange  with  SportsPrize  Inc.
pursuant to the laws of the State of Nevada. With our acquisition of SportsPrize
Inc., we have implemented a new business  strategy and plan, which is building a
sports-based   entertainment   company  dedicated  to  creating  an  interactive
community on the Internet. Through our Web site, SportsPrize.com(TM),  we intend
to provide a multi-faceted online sports entertainment community. We believe one
of the featured attractions will be the SportsPrize  Tournament,  a proprietary,
interactive  sports game we developed to generate  interest in our Web site.  We
also intend to focus on retailing  sports  equipment,  apparel,  memorabilia and
other products through our various stores on our Web site.

At the time of the share  exchange,  we were a shell  company  with no revenues,
expenses,  assets  or  liabilities,  and our book  value was  $1,440,  which was
written down to zero at the time of the share exchange. As a result of the share
exchange,  all of the assets of  SportsPrize  Inc.  became our  assets,  and our
historical and ongoing operations are deemed to be those of SportsPrize Inc. for
accounting purposes. Accordingly, we have presented our interim

                                       3

<PAGE>




consolidated financial information for the three month period ended November 30,
1999 and the nine month period ended November 30, 1999.

Results of Operations

The  following  is a  discussion  of our  operations  for the three months ended
November 30, 1999 and the period from  inception,  March 6, 1998 to November 30,
1999  (unaudited).  This  discussion  should  be read in  conjunction  with  the
consolidated  financial  statements  appearing  elsewhere in this Report on Form
10-Q, as well as information presented in our Registration  Statement on Form 10
for the period from inception, March 6, 1998 to August 31, 1999.

         Three Month Period Ended November 30, 1999

We are a development stage company and had no revenue from our operations during
the three month period ended November 30, 1999. We incurred total net losses for
the three months ended November 30, 1999 of $1,807,015, resulting primarily from
operating  expenses  of  $1,828,372.  A  substantial  portion  of our  operating
expenses  were  comprised  of  compensation  expenses  and  consulting  costs of
$1,526,865  including  cash  compensation  expenses  of  $532,893  and  non-cash
compensation  expenses  of  $993,972  related to stock  grants and stock  option
grants.  Other  significant  operating  expenses  included  professional fees of
$92,633,  travel  expenses of $58,905  and  marketing  expenses  of $43,851.  We
anticipate that our total operating  expenses,  and resulting  operating losses,
will continue to grow during calendar 2000 as a result of anticipated  increases
in expenses associated with developing, marketing and promoting our Web site.

We generated  interest  income of $21,477 during the three months ended November
30, 1999.

         Nine Month Period Ended November 30, 1999

During the nine month period ended  November 30, 1999, we began our first period
of  material  operations  with our  Internet-related  business  plan.  We had no
revenue  during this period.  Our total net loss of  $5,184,029  during the nine
month period ended November 30, 1999, resulted primarily from operating expenses
of  $5,223,175  during  this  period.  A  substantial  portion of our  operating
expenses  were  comprised  of  compensation  expenses  and  consulting  costs of
$4,434,009,  including  cash  compensation  expenses of  $985,479,  and non-cash
compensation  expenses of  $3,448,530  related to stock  grants and stock option
grants.

Our legal and audit costs were $214,202  during the period  resulting  primarily
from our efforts to file a Registration Statement on Form 10 with the Securities
and Exchange  Commission and for fees related to our  acquisition of SportsPrize
Inc.  (formerly  SportsPrize   Entertainment,   Inc.,  formerly  Beagle  Venture
Resources  Management,  Ltd.),  our wholly owned  subsidiary.  We also  incurred
$164,156  of  marketing  costs and  $126,708 of travel  expenses.  We expect our
general and  administrative  expenses to continue to be a material  component of
our total  expenses  during the start-up  phase of our  development.  During the
second half of our fiscal year 2000,  sales and marketing  costs will become the
largest component of our expenses.

We generated  interest  income of $48,999 for the nine months ended November 30,
1999.

Liquidity and Capital Resources

During the nine months ended  November 30, 1999,  we raised  approximately  $3.6
million in capital to finance our  business.  From March 1 to April 30, 1999, we
raised  $132,537  through  various  private  placements  at a price of $0.25 per
share. Since our share exchange with SportsPrize Inc. on May 14, 1999, we raised
a total of $3,500,000  (less finder's fees of $98,000) by completing two private
placements.  One private placement in May  ($2,500,000),  was completed at $1.50
per share, and the other private placement in July ($1,000,000) was completed at
$4.00 per share. No financing transactions were completed during the three month
period ended November 30, 1999.

During the nine month period ended November 30, 1999, we used cash of $1,620,467
for operating activities;  $353,776 for software  development;  and $179,434 for
equipment.

                                       4

<PAGE>


We had $1,358,551 of working  capital at November 30, 1999. With current monthly
working capital  requirements  of  approximately  $250,000 to $350,000,  we will
require  significant  additional  capital to fully execute our plan of operation
through calendar year 2000.

                                Plan of Operation

Our plan of operation  includes several important  strategic  initiatives and is
based on estimates of our senior management.  A summary of our plan of operation
and  operating  budget for our  business as well as for our  administration  and
marketing for the 12 months ending August 31, 2000 is set forth below.

Summary of Plan of Operation

The following is a summary of our corporate plan of operation through August 31,
2000. During the six month period ending February 29, 2000, the primary focus of
the plan has been to develop  and  launch  our Web site and build the  necessary
infrastructure  to operate and market the site. We launched the initial  version
of our Web site on November 8, 1999,  and  upgraded our Web site on December 29,
1999.  In the  first  fiscal  quarter  of  2000,  we plan to  implement  a major
marketing  program  to  build  the  SportsPrize  brand  as well as the Web  site
Membership.  We also will continue  developing and enhancing the Web site during
this period.  During our first two fiscal  quarters  ending  August 31, 2000, we
intend to allocate  up to 55% of our  operating  budget  towards  marketing  and
promotion to facilitate the aforementioned  marketing program. Our other primary
operating objectives will be to continue  establishing  strategic alliances with
corporate  advertisers,  sponsors,  e-commerce  associates,  and other potential
content  and  marketing  associates.  We also  intend to  continue  to build the
SportsPrize  community areas on the  SportsPrize.com(TM)  Web site by increasing
sports  information,  news and chat room content,  and sports  celebrity-related
content.

Beginning in the first calendar  quarter of 2000, we intend to  concentrate  our
efforts on marketing our Web site to users, sponsors and advertisers; soliciting
feedback on our content and technology  offerings  from our users,  sponsors and
advertisers; selling advertising and sponsorships;  increasing sales of products
offered through our SportsPrize e-commerce shopping venues;  building additional
strategic  relationships;  developing  new  content  and  technology  offerings;
obtaining   endorsements   from  professional   athletes,   coaches  and  sports
organizations; and enhancing and improving our Web site.

We  cannot  assure  you  that we will  successfully  complete  all of the  items
contemplated  in our plan of operation on a timely basis, if at all. Our ability
to complete our plan of operation will be dependent on a number of factors, some
of which are beyond  our  control,  including  our  ability to raise  additional
financing on acceptable terms, our ability to develop our content and technology
on a timely basis,  our ability to attract  advertisers  and  sponsors,  and the
acceptance of our SportsPrize.com(TM) Web site.

Summary of Operating Budget

Our operating  budget for our plan of operation is estimated to be approximately
$14,850,000  for the period  beginning  September 1, 1999 and ending  August 31,
2000. See "Note Regarding Forward Looking  Statements." Our projected  operating
budget is as follows:

                                       5

<PAGE>

<TABLE>
<CAPTION>
                                                          9/1/99 to              3/1/00 to
                                                           2/29/00                8/31/00                Total
<S>                                                      <C>                   <C>                    <C>
Operating Expenses:
         Financing Fees and Costs                        $    100,000          $    750,000           $    850,000
         Content Costs                                        250,000               500,000                750,000
         General and Administrative                         1,500,000             3,500,000              5,000,000
         Marketing                                            150,000             6,000,000              6,150,000
                                                              -------             ---------              ---------
                  Total Operating Expenses                 $2,000,000          $ 10,750,000           $ 12,750,000
                                                           ----------          ------------           ------------

Capital Expenditures:
         Web Site Equipment/Software                        $ 250,000             $ 250,000              $ 500,000
         Web Site Design/Development                          250,000               500,000                750,000
         Office Equipment/Software                            250,000               250,000                500,000
         Other                                                100,000               250,000                350,000
                                                              -------               -------                -------
                  Total Capital Expenditures                $ 850,000           $ 1,250,000            $ 2,100,000
                                                            ---------           -----------            -----------

         Total Capital Required                            $2,850,000           $12,000,000            $14,850,000
                                                           ==========           ===========            ===========
</TABLE>

As of November 30, 1999, we had $1,427,044 in cash and cash equivalents.

Our current working capital requirements are approximately  $250,000 to $350,000
per month. Once we are fully staffed,  our working capital  requirements related
to  financing  fees and costs,  content  costs,  and general and  administrative
expenses are anticipated to increase to approximately  $800,000 per month during
the  period  from  March  1,  2000 to  August  31,  2000.  Our  working  capital
requirements  related to  marketing  expenses  are  anticipated  to  increase to
approximately  $1,000,000  per month  during  the  period  from March 1, 2000 to
August  31,  2000,  provided  we are  able to  obtain  sufficient  financing  to
implement  our  marketing  program.  We also  anticipate  that  we  will  invest
approximately  $200,000 per month for capital  expenditures  including  Web site
equipment and software, Web site design and development and office equipment.

We  anticipate  we will  need to  raise  approximately  $12,000,000  to meet our
projected  Operating Budget  requirements for content  development,  general and
administrative  expenses,  as well as marketing  costs through the second fiscal
quarter  of  2000.  We  intend  to  complete  additional  financing  to fund our
Operating  Budget by issuing equity or debt through a combination of private and
public  financings.  We cannot  assure  you that we will  successfully  complete
additional  financing  on  acceptable  terms,  if at  all.  If we  cannot  raise
additional   financing,   we  anticipate  that  we  will  reduce  our  projected
expenditures  related to marketing our  SportsPrize Web site and concentrate our
resources  on  selling   advertising   and   sponsorships   and  developing  the
technologies related to our SportsPrize Web site and the SportsPrize Tournament.
We have the following  material  financial  obligations to fulfillment  vendors,
software   systems   developers,   Internet   access   providers  and  marketing
communications providers:


Vendor                                              Obligation

------------------------------------               -----------------------------
Quad-Linq                                          $15,000 to $25,000 per month


Interactive Marketing                              $30,000 per month


Kaleidoscope                                       $10,000 per month through
                                                   December 1999

DBC                                                Sports $15,000 per month from
                                                   December  1, 1999 to March 1,
                                                   2000;  and  $20,000 per month
                                                   from   April   1,   2000   to
                                                   termination


Tridian                                            $15,000 to $20,000

Frontier                                           $2,000 to $5,000 per month

ShopSports.com                                     $14,800

Focus Partners                                     $6,000 per month


Office Lease Agreements                            $10,000 per month


In addition to these material commitments, we have agreements with our employees
and consultants, which require

                                       6

<PAGE>


us to make monthly  payments  totaling  approximately  $110,000  per month.  Our
failure to meet these financial  commitments and our future obligations may have
a material adverse effect on our business and results of operations.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

Our financial  results are quantified in U.S.  dollars and our  obligations  and
expenditures for our operations are incurred in U.S.  dollars.  In the future, a
portion of our  revenues  may be derived from  business  operations  outside the
United States, which may subject our business to foreign currency  fluctuations.
We do not, however,  believe that we will have any materially significant market
risks relating to revenues from our  operations  derived from outside the United
States or other  business  arrangements  denominated  in currency other than the
U.S. dollar.  Although  variations in the exchange rate may give rise to foreign
exchange gains or losses that may be significant,  we do not anticipate material
foreign exchange gains or losses.

We  currently  have  no  material  long-term  debt  obligations.  We do not  use
financial  instruments  for  trading  purposes  and we are  not a  party  to any
derivatives.  In the event we experience  substantial  growth in the future, our
business  and results of  operations  may be  materially  affected by changes in
interest rates and other credit risks associated with our operations.

                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

To the best of our knowledge,  we are not subject to any active or pending legal
proceedings or claims against us or any of our properties. However, from time to
time, we may become subject to claims and litigation  generally  associated with
any business venture.

Item 2.  Changes in Securities.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters  were  submitted  to a vote of  security  holders  during the quarter
covered by this report.

Item 5.   Other Information.

Issuance of Common Shares

We did not issue any  shares of common  stock  during  the third  quarter  ended
November 30, 1999.

Stock Options Granted

We adopted a stock  option plan and  authorized  the issuance of up to 3,000,000
shares of our common stock as incentive  stock options to our current and future
key employees and consultants on June 21, 1999. The Board of Directors  approved
an  amendment to the plan to increase  the number of shares  issuable  under the
plan to  6,000,000,  and our  shareholders  ratified  the plan and  approved the
amendments  at our annual  shareholders  meeting held on October 6, 1999.  As of
February 3, 2000,  we granted  options to acquire  3,077,000  common  shares.  A
summary of the  principal  features  of the 1999 Plan is included in our Amended
Registration Statement on Form 10 filed with the

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Securities and Exchange  Commission on January 13, 2000.  During the three month
period ended November 30, 1999, we granted  options to acquire 772,000 shares of
common stock under our 1999 Plan.

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits

         27.1 Financial Data Schedule.


(b)      Reports on Form 8-K

No reports on Form 8-K were filed during the period.



























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                                    SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this Form 10-Q,  for the period  ended  November 30,
1999, to be signed on its behalf by the duly authorized undersigned.

                                      SportsPrize Entertainment Inc.


February 3, 2000                        /s/ Bruce R. Cameron
---------------------------         ---------------------------------------
(Date)                                  Bruce R. Cameron, President and CFO



































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