SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

--------------------------------------------------------------------------------

                                    FORM 10-K

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended February 29, 2000

                                       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
(Jurisdiction of incorporation            (I.R.S. Employer Identification No.)
      or organization)

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

                  Registrant's telephone number: (310) 566-7140

           Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
        None                                              None

           Securities registered pursuant to Section 12(g) of the Act:

                  Common Shares, Par Value of $0.001 per Share
                  --------------------------------------------
                                (Title of Class)

     Indicate by check mark  whether the  Registrant:  (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 such
filing requirements for the past 90 days. Yes [X]   No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.  [X]

     The number of outstanding  shares of the  Registrant's  Common Shares as of
May 31, 2000 was  17,585,374.  The  aggregate  market value of the  Registrant's
Common Shares held by non-affiliates as of May 31, 2000 was approximately US$7.3
million.


<PAGE>

                               TABLE OF CONTENTS

ITEM                                                                   Page
                                    PART  I

ITEM 1.  BUSINESS........................................................1
ITEM 2.  PROPERTIES.....................................................36
ITEM 3.  LEGAL PROCEEDINGS..............................................36
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............37

                                    PART  II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
           STOCKHOLDER MATTERS..........................................37
ITEM 6.  SELECTED FINANCIAL DATA........................................38
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS..........................38
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................45
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE............................45

                                   PART  III

ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT.......................45
ITEM 11. EXECUTIVE COMPENSATION ........................................48
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT...............................................48
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................48

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
           REPORTS ON FORM 8-K..........................................49



<PAGE>

Note Regarding Forward-Looking Statements


         Except for statements of historical  fact,  certain  statements in this
Annual  Report  on Form 10-K  constitute  "forward-looking  statements"  covered
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended,  including,   without  limitation,   statements  containing  the  words
"believes,"  "anticipates," "intends," "expects" and words of similar import, as
well as projections of future results.  Such forward-looking  statements involve
known and unknown  risks,  uncertainties  and other  factors which may cause the
actual results or achievements of the Registrant to be materially different from
any future results or  achievements  of the  Registrant  expressed or implied by
such forward-looking  statements.  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  the  Registrant's  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 the other risks and  uncertainties  described under  "Description of
Business - Risk Factors" in this Annual Report.

         The Registrant's  management has included  projections and estimates in
this Annual Report, which are based primarily on management's  experience in the
industry, assessments of the Registrant's results of operations, discussions and
negotiations  with  third  parties  and a  review  of  information  filed by its
competitors with the Securities and Exchange Commission. Investors are cautioned
against attributing undue certainty to management's projections.

                                     Part I

Item 1: Business

General Overview

     We,  SportsPrize  Entertainment  Inc.,  are  engaged  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-related    content,   (ii)   the   SportsPrize   Tournament   and   (iii)
sports-oriented e-commerce.



                                       1
<PAGE>

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

          o    Sporting news feeds;

          o    Sports trivia;

          o    Articles and sports commentary;

          o    Interviews with players, coaches and sports commentators;

          o    Player and team profiles;

          o    Team schedules and information;

          o    Ticket and sporting events information, and

          o    Chat rooms and message boards.

     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,   predictive   tournament   where
participants answer weekly questions and accumulate points to win a wide variety
of prizes, as well as discounts on merchandise within our SportsPrize e-shopping
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-related  content and  information  with the
communication  and  marketing   capabilities  of  the  Internet.  We  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.

     Based  on  our   research,   we  believe  that  there  are  not  any  other
sports-oriented   Web  sites  that  currently   provide  all  three   components
(sports-related content, a multi-sport predictive tournament and sports-oriented
e-commerce),  integrated  into one  comprehensive  Web site. We believe that our
unique, multi-faceted Web site will become a destination for many sports fans on
the Internet.  Our goal is to  differentiate  our Web site from our competitors'
Web sites through an aggressive marketing strategy. See "Marketing Strategy."

     We intend to generate revenue by:

     o    Selling advertising and sponsorships on our Web site;

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



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<PAGE>

     o    Licensing  our  content to other  companies  in the United  States and
          other countries; and

     o    Other marketing programs.

     We are a development stage company,  which means that we are in the process
of developing our business and we have limited revenue from our  operations.  We
have a history of losses,  and as of February  29, 2000,  we had an  accumulated
deficit of $6,739,827,  including $3,703,280 in non-cash  compensation  expenses
related to the issuance of stock and granting of stock options to certain of our
directors,  employees and  consultants.  We incurred losses during the following
periods:

     o    $144,125 for the period from March 6, 1998 (inception) to February 28,
          1999;

     o    $6,595,702  for the fiscal year ended  February  29,  2000,  including
          $3,703,280 in non-cash  compensation  expenses related to the issuance
          of stock and  granting of stock  options to certain of our  directors,
          employees and consultants.

     We  anticipate  that we will continue to incur  substantial  losses for the
foreseeable  future. Thus far, we have raised  approximately  $4,700,000 through
private  placements  to  finance  our  business.  We  recently  closed a private
financing   transaction  for  gross  proceeds  of  $1,050,000,   and  issued  9%
convertible debentures and warrants in connection with this transaction. We also
are in the process of seeking additional  financing.  We are attempting to raise
an  additional  $8,000,000 to fund our current plan of operation for fiscal year
ending February 28, 2001. See "Note Regarding  Forward Looking  Statements," and
"Plan  of  Operation."  We  cannot  assure  you that we will  obtain  additional
financing to implement our business plan on acceptable terms, if at all.

     We  launched  the  public  version of our  SportsPrize.com(TM)  Web site on
December 29,  1999.  Visitors to our  SportsPrize.com(TM)  Web site can play our
SportsPrize.com(TM)  Tournament,  access  sports-related  content  and  purchase
sports-oriented  merchandise.  Since the launch,  we have test marketed the site
and built a total membership of approximately  14,000.  However, we have not had
sufficient  working capital to aggressively  market and promote our Web site. We
cannot guarantee that our Web site will be commercially successful as planned or
that we will earn any revenue or profits from our operations.

     We   currently   have   relationships   with  DBC  Sports  to  provide  our
sports-related content and statistical information, as well as ShopSports.com to
provide  merchandise  and  related  order  fulfillment  services.  We also  have
established  relationships with Boomer Esiason, James Worthy, Michael Buffer and
Steve  Hartman to provide  unique sports  content and promote our Web site.  See
"Sports  Advisory  Board." We are  currently  in the  process of  attempting  to
establish other  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 members



                                       3
<PAGE>

of our Sports Advisory  Board, or that we will enter into any new  relationships
with vendors, athletes, content providers or advertisers.

     We intend to compete in the highly-competitive  Internet industry.  Many of
our  competitors  have  substantially  greater  financial,  technical  and other
resources than we have. 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.

Recent Developments

New Board of Director and Officer Appointments

     Appointment of Michael Weisman as Director

     On January 17, 2000, we appointed  Michael Weisman as a member of our Board
of Directors. See "Directors and Officers of the Registrant."

     Appointment  of David Kenin as  Chairman  of the Board and Chief  Executive
     Officer

     On April 17, 2000,  we  appointed  David Kenin as our Chairman of the Board
and Chief Executive Officer. See "Directors and Officers of the Registrant."

     Appointment of Alan Gerson as Vice Chairman of the Board

     On April 17, 2000, we appointed  Alan Gerson as Vice Chairman of the Board.
See "Directors and Officers of the Registrant."

Sports Advisory Board

     During our  fiscal  quarter  ended  February  29,  2000,  we  entered  into
agreements or arrangements with four sports celebrities to become members of our
"Sports Advisory Board" - Boomer Esiason, James Worthy, Michael Buffer and Steve
Hartman.  The  purpose  of  our  Sports  Advisory  Board  is to  utilize  sports
celebrities  to provide  unique and valuable  insights  about their  careers and
respective sports, to develop compelling sports-related content for our site, as
well as generate highly-visible promotions for our site.

     Boomer Esiason Service Agreement

     We agreed to the principal terms of a service agreement,  effective January
1, 2000, with Boomer Esiason,  a former NFL quarterback and sports  broadcaster.
The service agreement is anticipated to provide the following:

          o    Mr. Esiason would serve as a member of our Sports  Advisory Board
               for a term of two years,  with an optional term of two additional
               years at the mutual agreement of the parties;



                                       4
<PAGE>

          o    Mr. Esiason would make an appearance at an introduction  ceremony
               and press conference for our Sports Advisory Board;

          o    We would have the limited right to use Mr.  Esiason's name, image
               and likeness for promotion of our business and our Web site;

          o    Mr.  Esiason  would  promote our business and our Web site on his
               radio show;

          o    Mr. Esiason would  participate in an audio  recording  session to
               produce  radio  advertising  to promote our  business and our Web
               site;

          o    Mr. Esiason would  participate in two appearances for our "Prizes
               Money Can't Buy"  program  where he would meet with a winner of a
               SportsPrize Tournament promotion;

          o    Mr.  Esiason  would provide  content for our Web site,  including
               participating in sessions in our on-line chat rooms;

          o    Mr. Esiason would use his best efforts to promote the SportsPrize
               Web site and our SportsPrize Tournament;

          o    Mr. Esiason would autograph memorabilia for prizes and promotions
               for our SportsPrize Web site;

          o    We would grant Mr. Esiason  options to acquire  110,000 shares of
               common  stock,  exercisable  at $0.01  per  share  pursuant  to a
               compensation plan;

          o    We would  undertake to file a registration  statement on Form S-8
               to register the compensation plan; and

          o    We would pay expenses in connection with Mr. Esiason's services.

     We are currently in the process of finalizing a definitive  agreement  with
Mr. Esiason and  anticipate  the agreement  will be completed  during our second
fiscal  quarter of 2000.  Thus far, Mr. Esiason has  participated  in one Prizes
Money Can't Buy in which we awarded a SportsPrize  Tournament participant a trip
to Super Bowl 2000 and provided an opportunity  for the  participant to meet Mr.
Esiason, who broadcasted the Super Bowl for ABC Sports.

     James Worthy Service Agreement

     We entered into a service agreement  effective March 1, 2000, with Big Game
James,  Inc. for the services of James Worthy, a former NBA All-Star and current
broadcaster. The service agreement provided the following terms:

          o    Mr. Worthy would serve as a member of our Sports  Advisory  Board
               for a term of one year,  with an optional term of one  additional
               year;



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<PAGE>

          o    Mr. Worthy would make an appearance at an  introduction  ceremony
               and press conference for our Sports Advisory Board;

          o    We would have the limited right to use Mr.  Worthy's name,  image
               and likeness for promotion of our business and our Web site;

          o    Mr. Worthy would  participate in two  appearances for our "Prizes
               Money Can't Buy"  program  where he would meet with a winner of a
               SportsPrize Tournament promotion;

          o    Mr.  Worthy  would  provide  content for our Web site,  including
               "Worthy's  Best" and  "Worthy's  Worst"  basketball  memories and
               participating in chat sessions on our on-line chat rooms;

          o    Mr. Worthy would use his best efforts to promote the  SportsPrize
               Web site and our SportsPrize Tournament;

          o    Mr. Worthy would autograph  memorabilia for prizes and promotions
               for our SportsPrize Web site;

          o    We would grant Mr.  Worthy  options to acquire  60,000  shares of
               common  stock,  exercisable  at $0.01  per  share  pursuant  to a
               compensation plan;

          o    We would  undertake to file a registration  statement on Form S-8
               to register the compensation plan; and

          o    We would pay expenses in connection with Mr. Worthy's services.

     Mr. Worthy has  participated  in one Prizes Money Can't Buy  promotion,  in
which we awarded a trip to a  SportsPrize  Tournament  winner to attend the NCAA
men's national  championship  basketball tournament and provided the opportunity
to meet Mr. Worthy, who broadcasted some of the NCAA tournament games.

     Michael Buffer Service Agreement

     We agreed to the terms of a service  agreement  effective January 10, 2000,
with  Michael  Buffer and the Buffer  Partnership  for the  services  of Michael
Buffer, a very prominent sports announcer.  The service agreement is expected to
provide the following terms:

          o    Mr. Buffer would serve as a member of our Sports  Advisory  Board
               for a term of one year,  with an optional term of one  additional
               year at the mutual agreement of the parties;

          o    Mr. Buffer would make an appearance at an  introduction  ceremony
               and press conference for our Sports Advisory Board;



                                       6
<PAGE>

          o    We  would  be  permitted  to use Mr.  Buffer's  name,  image  and
               likeness  as well as his  trademark  phrase  "Let's  get ready to
               rumble" to promote our business and our Web site;

          o    Mr. Buffer would  participate  in an audio  recording  session to
               produce  radio  advertising  to promote our  business and our Web
               site;

          o    Mr. Buffer would  participate in two  appearances for our "Prizes
               Money Can't Buy" where Mr.  Buffer  would meet with a winner of a
               SportsPrize Tournament promotion;

          o    Mr.  Buffer  would  provide  content for our Web site,  including
               "Buffer's Best" and participating in sessions in our on-line chat
               rooms;

          o    Mr. Buffer would use his best efforts to promote the  SportsPrize
               Web site and our SportsPrize Tournament;

          o    We would grant Mr.  Buffer  options to acquire  75,000  shares of
               common  stock,  exercisable  at $0.01  per  share  pursuant  to a
               compensation plan;

          o    We would  undertake to file a registration  statement on Form S-8
               to register the compensation plan; and

          o    We would pay expenses in connection with Mr. Buffer's services.

     Mr.  Buffer has  assisted us by  recording  promotional  pieces for our Web
site.

     Steve Hartman Service Agreement

     We agreed to the terms of a service  agreement  effective January 10, 2000,
with 2 on 1 Sports for the services of Steve Hartman.  The service  agreement is
expected to provide the following terms:

          o    Mr. Hartman would serve as a member of our Sports  Advisory Board
               for a term of one year,  with an optional term of one  additional
               year at the mutual agreement of the parties;

          o    Mr. Hartman would make an appearance at an introduction  ceremony
               and press conference for our Sports Advisory Board;

          o    Mr.  Hartman  would  promote our business and our Web site on his
               radio  show,  Time  Out  with  Steve  Hartman,  in  the  Southern
               California area;

          o    Mr. Hartman would  participate in an audio  recording  session to
               produce  radio  advertising  to  promote  our  Web  site  and our
               business;



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<PAGE>

          o    Mr. Hartman would  participate in two appearances for our "Prizes
               Money Can't Buy" where Mr.  Hartman would meet with a winner of a
               SportsPrize Tournament promotion;

          o    Mr.  Hartman  would provide  content for our Web site,  including
               participating in sessions in our on-line chat rooms;

          o    Mr. Hartman would use his best efforts to promote the SportsPrize
               Web site and the SportsPrize Tournament 2000;

          o    We would grant Mr.  Hartman  options to acquire  50,000 shares of
               common  stock,  exercisable  at $0.01  per  share  pursuant  to a
               compensation plan;

          o    We would  undertake to file a registration  statement on Form S-8
               to register the compensation plan; and

          o    We would pay expenses in connection with Mr. Hartman's services.

     We are currently in the process of finalizing the definitive agreement with
Mr.  Hartman and  anticipate  that the  agreement  will be completed  during the
second  fiscal  quarter  of 2000.  Thus far,  Mr.  Hartman  has  assisted  us by
promoting our business and our Web site on his radio show.

Financing Transaction/Issuance of 9% Convertible Debentures/Warrants

     On May 30, 2000, we issued two 9% Convertible Debentures, one in the amount
of  $850,000  to Cutter  Services  Corp.  and one in the amount of  $200,000  to
Strathburn  Investments  Inc., for total gross  proceeds of $1,050,000.  We also
agreed to issue a warrant to Cutter  Services  to acquire  48,000  shares of our
common  stock at $1.275 per share and a warrant  to  Strathburn  Investments  to
acquire  12,000  shares of our common  stock at $1.275 per share.  The  warrants
expire on May 30,  2002.  We paid Sonora  Capital a finder's  fee of $100,000 in
connection  with the  financing  transaction.  Cutter  Services  and  Strathburn
Investments are non-U.S.  persons,  and the offer and sale were made outside the
United States in reliance on an exemption from  registration  under Regulation S
of the Securities Act of 1933, as amended.

     The  Debentures  are  convertible  into  shares of our common  stock at the
lesser of $1.27 per share or 83% of the average of the three lowest  consecutive
bid prices of our shares (as quoted on the NASD  OTCBB) for the 30 days prior to
the date of conversion.  If we complete a financing transaction with proceeds of
$1,000,000 or more,  utilizing a convertible  security (that is convertible into
common shares),  which provides a minimum conversion price (or floor price), the
minimum  conversion  price of the Debentures  shall be the lower of $1.00 or the
floor price of such securities issued in the subsequent offering.  The Debenture
holders have  piggyback  registration  rights with respect to the common  shares
underlying the Debentures,  and the Debentures accrue interest at the rate of 9%
per  annum.  We  have  the  right  to  redeem  the  Debentures  for  117% of the
outstanding balance,  principal and accrued interest, at any time. The Debenture
holders are entitled to convert the Debentures at any time beginning  August 31,
2000,



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<PAGE>

provided that Cutter Services may convert no more than $283,333 of the principal
and interest during any 30-day period and Strathburn  Investments may convert no
more than $66,667 of the principal and interest  during any 30-day  period.  The
Debentures  shall  automatically  covert to common  stock on May 30,  2005.  The
Debentures  are  secured by our assets,  including  our  intellectual  property,
software, technology and other assets.

Lock-up Agreement Among Certain Shareholders

     Effective  June  2,  2000,   certain  of  the  founding   shareholders   of
SportsPrize,  Inc. and certain other shareholders of SportsPrize  Entertainment,
Inc.  entered  into a  12-month  lock  up  agreement  as a  condition  to the 9%
convertible  debenture  financing  arrangement.  Under  the terms of the lock up
agreement,  these shareholders agreed to certain limitations related to the sale
of their SportsPrize  shares,  including an agreement that each participate will
be  limited to selling  each  month the lesser of (a) five  percent  (5%) of the
SportsPrize  shares held by such participant;  (b) the number of shares equal to
such  participant's  pro rata share of 30% of aggregate  number of shares of the
Company traded during the previous month, while the Company's shares continue to
be listed on the NASD OTCBB;  or (c) 7,500  shares (the  "Participant's  Monthly
Eligibility").  The  participant's  "pro rata share" shall be  determined by (i)
dividing the number of shares held by the  participant  by (ii) the total number
of  Shares  held by all  Participants.  In the  event a  participant  materially
breaches  these  lock  up  restrictions,  the  participant  has  agreed  to  pay
SportsPrize  liquidated damages in the amount of $5,000 for each violation,  and
to contribute the entire  proceeds from the sale of such shares in excess of the
Participant's Monthly Eligibility to SportsPrize.

Business Opportunities

The SportsPrize.com(TM) Community

     Our goal is to build a community of loyal  repeat  visitors to our Web site
that will allow us to generate revenue from advertising, the sale of merchandise
and licensing of our proprietary content to other businesses. We anticipate that
visitors to our Web site will be able to enter an Internet community that allows
them to play our SportsPrize  Tournament and monitor their Tournament  rankings,
win prizes and discounts on merchandise in our e-shopping venues,  view sporting
news  feeds,   check  up-to-date   sporting  results,   communicate  with  other
SportsPrize  Members and sports  enthusiasts in chat rooms,  message boards, and
other  forums.  We do not  charge  visitors  to  enter  the  SportsPrize.com(TM)
community or to play our SportsPrize Tournament.

     We  anticipate  that the  SportsPrize.com(TM)  community  will be an online
community  focused  on  sports-related  games,  news,  events,   e-commerce  and
interactive  products  designed for people who love sports. We intend to develop
strategic   relationships   with   content   providers,   fulfillment   vendors,
manufacturers and marketers of  sports-related  products and services as well as
other Web sites to meet the  needs of our  users.  Other  than our  contract  to
obtain  sports  content and news feeds  through DBC  Corporation,  content  from
members  of  our  Sports  Advisory  Board,   and  our  merchandise  and  product
arrangements with ShopSports.com and Dreams Products,  Inc., we have not entered
into any agreements to provide other content or merchandise.



                                       9
<PAGE>

However, we anticipate that we will establish additional strategic relationships
with other content providers and  merchandisers  that will allow us to provide a
wide variety of diversified content and products on the  SportsPrize.com(TM) Web
site.

     By  becoming  part of the  SportsPrize  com(TM)  community,  we  anticipate
visitors  to our Web site  will be able to share  their  sports  interests  in a
variety of ways,  including  playing  in the  SportsPrize  Tournament  and other
games, creating their own Tournament groups,  sharing online shopping discounts,
exchanging news and views in chat rooms, and by using  interactive  services for
online  access to experts such as athletes,  coaches and  commentators.  We have
regular  interaction  with our Members and encourage them to provide feedback on
improving our Web site. In this way, we are able to  understand  and  anticipate
the needs and  interests  of our  Membership  and help  ensure  that our overall
content  and   merchandising   strategies  will  be  attractive  to  our  entire
Membership.

     Our Sports  Advisory  Board is  designed to help us create  unique  content
areas, prizes and special  merchandising  opportunities,  and better promote our
business and our Web site.  Current members of our Sports Advisory Board include
Boomer Esiason,  James Worthy, Michael Buffer and Steve Hartman, and we are also
in the process of negotiating with other professional athletes to become members
of the Sports  Advisory  Board.  Each  member of the Sports  Advisory  Board has
agreed  to  provide  content  such  as  player  tips,  training  techniques  and
commentary on events and to participate in our chat rooms.

     The online interactivity of the  SportsPrize.com(TM)  community is expected
to connect Members with each other and our sponsors and strategic  associates on
many levels: global,  regional,  state or provincial and local. We plan to bring
the world of sports to Members'  homes and  offices  and to enrich our  Members'
world of sports with the communication  powers of the Internet.  We believe that
the SportsPrize.com(TM)  community will allow Members to expand and enrich their
love of sports.

The SportsPrize Tournament

     As  part  of  our   strategy  to  build  and  retain   Membership   in  the
SportsPrize.com(TM)  community, we have developed the SportsPrize Tournament,  a
proprietary,   interactive  game  that  challenges  and  rewards  players.   The
SportsPrize  Tournament allows sports  enthusiasts and sports novices to compete
head to head in sports  contests and predictive  information-oriented  games for
chances to win prizes and receive  discounts on merchandise  featured on our Web
site.  Each week,  the  SportsPrize  Tournament  participants  will answer brief
questions about upcoming  sports events in a wide variety of sports.  Winners of
the weekly  SportsPrize  Tournaments  will qualify for prizes,  including  cash,
merchandise   and  discounts  on   sports-related-merchandise   offered  in  our
SportsPrize e-shopping venues. Our goal is to use competition and the rewards of
the  SportsPrize  Tournament  to  attract  visitors  to our Web site and to keep
Members  returning on a regular basis. We anticipate the SportsPrize  Tournament
will offer a continuous stream of new weekly  competitions  covering sports from
around the world.

     Registration  to play in the  SportsPrize  Tournament  requires  Members to
provide  us  with  certain  demographic  and  other  information  including  the
following:



                                       10
<PAGE>

          o    Name;

          o    Gender;

          o    Age;

          o    E-mail address; and

          o    Zip code.

     We may also gather other  specific  information  that our  advertisers  and
sponsors may request.

     A New Type of Online Competition

     We  believe  the  SportsPrize  Tournament  is a new type of  online  sports
entertainment  experience.  Our Members can play in the  Tournament for free. We
designed the Tournament to incorporate a wide variety of sports information into
a game that  challenges  players with a series of  questions  related to various
sports from around the world. We believe this is a unique concept and one of the
primary features that distinguishes our SportsPrize  Tournament from other games
and contests on the Internet.

     Tournament Structure

     SportsPrize Tournament  participants are challenged to test their knowledge
of and insight into their favorite  sports,  teams,  and athletes  against other
participants. Each player who registers as a Member will be required to complete
a registration form to become a SportsPrize Tournament participant.  Each Member
will automatically be entered in a series of pre-selected,  public  competitions
based on their geographic area.

     We also encourage Members to form private  competitions and to play against
their friends or  co-workers.  Members can structure  private  competitions  for
associations  with which they are  affiliated,  such as their school,  social or
sports club, or  neighborhood.  A player must have at least five of his friends,
co-workers or other Members in order to register a private competition. We track
and report the results of these competitions.

     Tournament Play

     The SportsPrize Tournament combines the challenge of predicting the outcome
of an activity in a major sports event with the  excitement of wagering  credits
to win  prizes.  We have  designed  the  Tournament  to be simple and fun.  Each
Wednesday  morning a new  weekly  SportsPrize  Tournament  game  begins.  Active
players are automatically  entered into these weekly competitions as well as the
ongoing monthly, quarterly and annual competitions.

     We  provide  each  player  with 100  credits  at the  start of each  weekly
Tournament.  Each  week,  we  create 10 to 30  questions  relating  to  upcoming
sporting events for several different sports. A Tournament participant plays the
SportsPrize Tournament by submitting entry tickets



                                       11
<PAGE>

with one to five  questions  selected per entry  ticket.  The more  selections a
Tournament participant makes on an entry ticket, the more points the participant
can accumulate. If a Tournament participant answers all the questions correctly,
they will earn a certain number of points.

     The Tournament questions provide a list of four athletes or teams to choose
from in a "multiple choice" format.  Players may gather statistical  information
about how the  individuals  or teams have  performed  by clicking on the "stats"
button.  This button provides statistics about the individual player's or team's
performances in the sport last week, last month and  year-to-date.  This feature
is designed to level the playing field for all participants.

     A Member may assign a portion or all of the 100  credits he receives in the
current  week on any one  question or allocate a portion of their 100 credits to
multiple questions  regarding several sports events.  Additionally,  a Member is
able to  increase  the value of the  points  earned by  answering  more than one
question  correctly  on  an  entry  ticket.   Consequently,  a  player  has  the
opportunity to win points based upon several different strategies.

     Players have the option of submitting  entries from a single sport category
or  from  multiple  sports  categories,  which  is  one  of  the  features  that
distinguishes this Tournament from other games on the Internet. Players may play
any category or  categories  they choose,  and they may submit their  tickets as
long as they have unused credits in their account.

     The SportsPrize  Tournament is designed to challenge  players with multiple
layers of strategic choices,  including selecting sports categories,  the number
of questions to play within that entry and the number of credits to assign.  Our
goal is to create an  interactive  environment,  which will test  knowledge  and
intuition, and provide a multi-level competition with numerous chances to win.

     We track and report  Members'  results  from every  competition  on the "My
Standings" page, which contains statistical and performance information.

     Winning Prizes

     Members who play in the SportsPrize  Tournament will have a chance to win a
wide variety of prizes and receive  discounts on merchandise  offered on our Web
site. We award prizes to the winners of the SportsPrize Tournament including:

          o    Cash;

          o    Merchandise  such as TVs,  VCRs, CD players and other  electronic
               devices;

          o    Trips and/or tickets to major sporting events;

          o    Sports memorabilia;

          o    Sportswear;



                                       12
<PAGE>

          o    Sporting goods such as balls, rackets, golf clubs, athletic shoes
               and other  merchandise  that is  available  from our  SportsPrize
               e-commerce shopping venues;

          o    Gift  certificates  from  our  SportsPrize   e-commerce  shopping
               venues;

          o    SportsPrize t-shirts, caps, jackets and pennants; and

          o    Other prizes that may be offered by  SportsPrize  advertisers  or
               sponsors.

     We also offer major prizes, which include automobiles,  boats,  all-terrain
vehicles,  home  gyms,  as well as trips to the Super  Bowl,  NCAA  Final  Four,
Stanley Cup, NBA  championship,  World Series or other major sporting events. At
the end of the year,  we plan to award the Annual Grand Prize of  $1,000,000  in
the form of a 20-year annuity.

     There are several different ways to win.

     First,  there are first,  second and third place prizes  awarded to the top
     scorers in each weekly competition.  Weekly, monthly,  quarterly and annual
     competition  prizes include cash,  merchandise,  sporting event tickets and
     SportsPrize t-shirts, caps and jackets.

     Second,  the top 100 weekly scorers are entered into the weekly sweepstakes
     drawings  for  special  prizes in the  weekly  competitions  as well as the
     monthly,  quarterly and annual prize drawings in those  competitions.  Such
     prizes include merchandise such as TVs, VCRs, CD players,  other electronic
     devices, home gyms and sport utility vehicles.

     Third,  "instant" prizes will also be awarded randomly every day, to add to
     the fun and excitement of the  SportsPrize  Tournament.  We anticipate that
     instant  prizes will consist of cash,  merchandise,  sporting event tickets
     and SportsPrize t-shirts, caps, jackets and pennants.

     Fourth,  Tournament  participants earn discounts on merchandise  offered in
     the Winners Store based on their scores in the  Tournament.  Weekly winners
     will receive 5% to 35% discounts on a variety of products  available in the
     Winners Store.

     Fifth,  there will be an annual  drawing to win a  $1,000,000  Grand Prize,
     payable as a 20-year annuity.

     The more a player  participates  in the  Tournament,  the more  chances the
player  will have to win and qualify for our Annual  Grand  Prize  drawing.  Our
grand prize winner will be drawn from the top 100 weekly sweepstakes winners for
each week  throughout the Tournament  year. No purchase is necessary in order to
qualify for our prizes and discounts on merchandise.

     We intend to motivate  SportsPrize  Members to encourage  their  friends to
play the SportsPrize Tournament by awarding Members Tournament credits for their
referrals.  Additionally, we will award a SportsPrize.com(TM) hat to each Member
who gets five friends to join the Tournament;  a SportsPrize.com(TM)  T-shirt to
each Member who gets ten friends to join



                                       13
<PAGE>

the  Tournament;  and a  SportsPrize.com(TM)  golf shirt to each Member who gets
twenty-five friends to join the Tournament.

     We determine  the specific  prizes that will be awarded to winners for each
competition in advance of the competition.  In the future, we anticipate we will
award products from the sponsors of our Web site as prizes.  We currently do not
have any  sponsors  for our Web  site,  and we  cannot  assure  you that we will
successfully secure any sponsorships for our Web site.

     During our fiscal year ended  February  29,  2000,  we  provided  two major
prizes to participants in the SportsPrize Tournament:

     1.   A free trip to Super  Bowl 2000  including  a  one-on-one  visit  with
          Boomer Esiason, who broadcasted the game for ABC Sports;

     2.   A free  trip  to  the  NCAA  men's  national  championship  basketball
          tournament  including  a  one-on-one  visit  with  James  Worthy,  who
          broadcasted several tournament games for a variety of networks.

     We  expect  to  offer  similar  prizes  for  other  major  sporting  events
throughout the year.

Revenue

     We intend to generate  revenue and profits from four primary  sources:  (i)
advertising and sponsorships,  (ii) e-commerce, (iii) content licensing and (iv)
other marketing programs.

Advertising and Sponsorships

     We intend to generate  revenue by selling  advertising and  sponsorships to
merchandisers  and  manufacturers of goods,  products and services.  To date, we
have not entered into any agreements to sell advertising or sponsorships, and we
cannot  assure  you  that  we  will   successfully   sell  any   advertising  or
sponsorships.  Internet  advertising is highly  competitive and many advertisers
require statistical  verification of the demographic  profiles and the number of
visits,  impressions or page views that our Web site is delivering.  Our limited
operating  history and our lack of historical data has had an adverse affect our
ability  to sell  advertising  and  sponsorships  or to enter  into any  revenue
generating relationships.  Our inability to sell advertising or sponsorships may
have a material adverse effect on our business and results of operations.

     Once we have sufficient resources to effectively promote and market our Web
site, we anticipate that our unique  SportsPrize  marketing system will allow us
to generate  advertising  revenues and the interest of  advertisers.  We believe
that our Web site is capable of generating multiple interactions between Members
of the SportsPrize.com(TM)  community and advertisers and sponsors. When Members
visit, whether for SportsPrize Tournament play, sports news, chat or



                                       14
<PAGE>

online shopping, they will be encouraged, through SportsPrize Tournament rewards
and other incentives, to view several advertiser pages.

     The  SportsPrize  Tournament has been designed to be an Internet  marketing
system with  built-in  features and  incentives to attract  players,  build user
loyalty,  and induce them to encourage  their  friends to visit our Web site and
play in the Tournament. These features and incentives include:

     o    A comprehensive prize program that includes weekly, monthly, quarterly
          and annual  prizes that are awarded  based on  Tournament  success and
          random  drawings.  At the end of the year,  an Annual  Grand  Prize of
          $1,000,000 will be awarded in the form of a 20-year annuity.

     o    Pop-up  redemption  notices that notify winners as they play and allow
          them to continue playing and to claim their prizes later;

     o    Flexibility  that allows  players to create  their own private  pools,
          which may generate  opportunities for permission-based  marketing,  or
          solicited   advertising,   as  well  as   advertising  or  sponsorship
          opportunities  targeted  at market  segments  in  specific  geographic
          areas;

     o    A results and rankings system that informs players of their ranking in
          a particular contest, which we believe will generate further marketing
          and communications opportunities; and

     o    Rewards for logging on, such as being  entered in "fantasy  draws" for
          instant prizes and discounts on merchandise.

     These features are designed to create  interest in the  SportsPrize.com(TM)
Web site and attract visitors on a regular basis.

     We  intend  to  develop  the  SportsPrize  Sponsorship  Program,  which  we
anticipate  will be an additional  revenue  source.  We anticipate that sponsors
participating in the SportsPrize  Sponsorship  Program will place  informational
and promotional  links,  product and sports  information,  advertising and other
sports-related  information on our  SportsPrize.com(TM) Web site. The program is
anticipated  to  include   endorsements  from  advertisers  and   sports-related
merchandisers,  equipment  manufacturers,  news  organizations  and sports event
promoters.  We intend to charge fees to these sponsors for  participation in the
program.

     To date, we have not entered into any  arrangements to sell  advertising or
sponsorships.  We cannot  assure you that we will ever sell any  advertising  or
sponsorships.

E-Commerce

     We offer shopping venues on our SportsPrize.com(TM) Web site that allow our
Members to purchase  sports-related  merchandise,  goods and other products. Our
visitors and Members have



                                       15
<PAGE>

the  opportunity to purchase a wide range of  merchandise,  consisting of nearly
14,000 individual products in two SportsPrize e-shopping venues.

     o    Our  SportsPrize  SuperStore  is  designed  to  be  an  online  sports
          department  store  with a full  range of  sporting  goods and  apparel
          offered at competitive  prices. This e-commerce site is designed to be
          a  one-stop,  online  shopping  destination  for  sports  lovers.  The
          SportsPrize   SuperStore  is  expected  to  present  merchandise  from
          e-commerce  companies  that  already sell sports  merchandise  online,
          including ShopSports.com.  We anticipate that we will share revenue or
          profit  equitably  based on the  traffic  directed  through  and sales
          generated in the SportsPrize.com(TM) Web site.

     o    Our Winners Store  features  select sports  equipment,  sportswear and
          accessories,  and sports-related merchandise offered directly by us or
          our  sponsors.  SportsPrize  Members  will  be  offered  discounts  on
          merchandise  in this store based on their  success in the  SportsPrize
          Tournament.

     SportsPrize Members and SportsPrize Tournament Winners receive discounts on
selected merchandise in our e-shopping venues ranging from 5% to 35%.

     Our inventory is owned and held by outside  "merchandising  and fulfillment
vendors" and shipped  directly from these vendors to our  customers.  We entered
into  a  merchandising,   distribution  and  customer  service   agreement  with
ShopSports.com,  related to  merchandising,  order  fulfillment,  packaging  and
distribution  of  sports-related  products  ordered by our customers.  Under our
Agreement,  we share any profits equally with ShopSports.com on merchandise sold
through  our  e-shopping  venues.  ShopSports.com  is our  primary  provider  of
sports-related  merchandise,  product fulfillment and customer service. We began
selling merchandise to the public in January 2000, and believe that our revenues
will  increase  during our fiscal year ending  February 28, 2001, as we increase
our marketing efforts and promotion.

     We also have an agreement with Dreams Products,  Inc. for order fulfillment
of sports-related memorabilia and sports collectibles.  We have not yet begun to
offer sports-related memorabilia and sports collectible line of merchandise, but
expect to do so during our second  fiscal  quarter  ending  August 31, 2000.  We
anticipate  that we will  obtain a  substantial  portion  of our  sports-related
memorabilia  and sports  collectibles as well as order  fulfillment  from Dreams
Products.

     We update our site  daily  with  inventory  information  received  from our
vendors,  which will enable our customers to check the  availability of products
before  ordering.  We  electronically  transmit orders to our outside vendors at
least once a day and  anticipate  that orders  will be shipped by these  vendors
within one day after an order is placed. A customer's  credit card is charged at
the time an order is shipped.

     We have no  fulfillment  operation  or  warehouse  facility of our own and,
accordingly, we are dependent on maintaining existing fulfillment relationships.
We cannot assure you that we will maintain our relationships with ShopSports.com
and Dreams Products or any other



                                       16
<PAGE>

distributor  capable of meeting our order  fulfillment  requirements  beyond the
term of our existing agreements.

     Except for our relationship with  ShopSports.com and Dream Products,  Inc.,
we  have  not  entered   into  any  other   relationships   with   distributors,
merchandisers,  manufacturers or other e-commerce  companies related to offering
and selling  products in any of our  SportsPrize  e-shopping  venues.  We cannot
assure you that we will  successfully be able to continue to secure  merchandise
that is attractive to our target market on acceptable  terms or be able to offer
products  at  competitive  prices.  If we are  unable to offer a broad  range of
merchandise  or to  attract  a broad  range  of  e-commerce  retailers  to offer
merchandise  and/or services on our  SportsPrize.com(TM)  Web site, our business
and results of operations will be adversely affected.

Content Licensing

     The Company  believes that its unique and proprietary Web site content is a
valuable  asset that will be saleable to several  Internet and media  companies.
The  Company  intends on  charging  fees to license  its content to a variety of
companies in the United States and foreign markets. To date, we have not entered
into any such  relationships and there can be no assurance that the Company will
successfully make any content licensing arrangements with other companies.

Marketing Strategy

     We do not plan to compete  directly with existing sports and  entertainment
Web sites. Instead, we anticipate  SportsPrize.com(TM) will fill a complementary
market niche that is designed to combine the entertainment  value of interactive
games  and the  challenge  of  sports  competition  with  online  merchandising,
promotion and marketing in an innovative way.

     Our marketing  strategy will be to target online sports enthusiasts who are
looking for both  sports-related and entertainment  content.  We intend to use a
wide variety of promotions,  including  online  promotions,  print,  radio,  and
television promotions, and other promotions where SportsPrize.  com(TM) visitors
have the  opportunity  to meet members of our Sports  Advisory  Board and to win
trips to major sporting events,  to create interest in and awareness for our Web
site.

Online Marketing/Promotions

     We intend to implement  the following  marketing  strategies to attract our
target audience to the SportsPrize.com(TM) Web site:

     Web Site  Design:  We designed  our  SportsPrize  Tournament  to  encourage
     players to return to our Web site  frequently  and to generate  higher than
     average page views per user.  Additionally,  the multiple components of our
     Web site,  including our Stats/Info  Section,  the  SportsPrize  e-shopping
     venues and our community  areas all create a one-stop  opportunity  for the
     sports   enthusiast.   We  also  encourage   Members  to  provide  us  with
     comprehensive   demographic   information   that  may   allow  us  to  sell
     advertising,  sponsorships,  as well  as  design  personalized  promotional
     offers  in the  future  based  on the  Member's  individual  interests  and
     preferences.



                                       17
<PAGE>

     Advertising Campaigns: We intend to implement online marketing campaigns on
     a number of high traffic Web sites such as America Online,  MSN, Yahoo! and
     USA Today. We also will advertise on a wide variety of  sports-related  Web
     sites to reach our targeted demographics.  These campaigns are contemplated
     to use a variety of online marketing techniques, including:

          o    Click-through advertisements that bring consumers directly to our
               Web site;

          o    Advertising  campaigns  that  collect  the  e-mail  addresses  of
               visitors who wish to receive online promotions;

          o    Affiliate promotion campaigns; and

          o    Coupons, contests and other sponsorships.

     We also will conduct  special  promotions at various times during the year,
     such as the start of the baseball, football,  basketball and hockey seasons
     and  during  major  sporting  events.  For  example,  we intend to create a
     special  contest on our Web site and special  ticket  give-aways  for major
     sporting  events such as the Super Bowl,  the NCAA Final Four,  the Stanley
     Cup, the Kentucky Derby, the NBA championship,  the World Series,  the U.S.
     Opens and other major sporting events.

     Affiliate  Networks:  We intend to develop  an  affiliate  program  that is
     designed to enable other Web sites to create their own  sports-related  Web
     site by linking  directly to  SportsPrize.com(TM).  When visitors  follow a
     link to our SportsPrize e-shopping venues, the affiliated Web site receives
     a commission  ranging from approximately five percent to fifteen percent of
     any referred sales. Since no payment is made to the affiliate unless a sale
     is generated by the  affiliate,  the program is designed to be an efficient
     means of acquiring new customers.

     Direct  Marketing  Programs:  We intend to use direct marketing to increase
     purchases by existing  customers of our SportsPrize  e-shopping  venues and
     encourage  our  customers to refer  visitors to our Web site by using email
     promotional   techniques,   including   providing   special  discounts  for
     purchases,   special  promotional  offers,   gifts  and  other  specialized
     marketing programs. In the future, we intend to:

          o    Conduct  direct  e-mail  marketing  campaigns  to promote our Web
               site;

          o    Offer discounts on targeted selections based on prior purchases;

          o    Offer gifts for referring new customers to our Web site; and

          o    Make additional purchases and reinforce our brand name.

     The  Internet is becoming  increasingly  crowded  and the  competition  for
visitors is becoming more intense.  Many Internet companies have very aggressive
marketing  programs and have developed  affiliations that drive traffic to their
Web sites. We cannot assure you that we



                                       18
<PAGE>

will successfully market our Web site or attract a sufficient number of visitors
to implement our business plan. See "Note Regarding Forward Looking Statements."
Our inability to  successfully  market our Web site may have a material  adverse
effect on our business and results of operations.

E-Commerce

     We believe that the way in which certain products and services will be sold
in the future will increasingly shift toward the Internet. Businesses throughout
the world are developing their Web strategies to take advantage of this shift in
the way  consumers  search for  product  and service  related  information,  and
purchase  goods and  services.  We  believe  that an  increasing  percentage  of
business  advertising  budgets  will be  allocated  to  Internet  promotion  and
marketing  strategies.  We believe  advertisers  are and will look for Web sites
that have the volume of users that match the demographic profile of their target
consumer. See "Note Regarding Forward Looking Statements."

     We believe the growth in the Internet represents a substantial  opportunity
for  companies  to  conduct  business  online.  Internet  retailers  are able to
communicate more effectively with customers by providing:

          o    Visual product presentations;

          o    Up-to-date  pricing and product  information  in a consistent and
               uniform format;

          o    Customer support, including opportunities for customer feedback;

          o    Product offerings tailored to customer preferences; and

          o    Electronic billing and payment systems.

     We anticipate  that our focus on sports  entertainment  and recreation will
create attractive  demographic consumer profiles for merchandisers and marketers
of sports-related goods and services. As a result, we anticipate that we will be
able to sell  advertising and  sponsorships,  and enter into  promotional  joint
ventures with a broad spectrum of sports-related  businesses. We also anticipate
that  our Web  site  will  generate  revenue  from  the  sale of  sports-related
merchandise  through our virtual  stores and  through  transactions  facilitated
through our auction site. See "Note Regarding Forward Looking Statements."

Competition

     We intend to compete in a highly competitive  market. The competition among
Internet   companies  is  fierce  and  there  are  many  competitors  that  have
established  brand names and users.  We intend to compete with  established  Web
sites  for  advertising  revenues,  revenues  from the  sales of  sports-related
merchandise and revenues from licensing content on our Web site.



                                       19
<PAGE>

Advertising Revenue Competition

     The  online  sports  entertainment  market in which we intend to compete is
comprised of many competitors,  and we expect  competition to increase.  We also
intend to compete with other non-sports-related  Internet sites for the time and
attention of consumers and for advertising and sponsorship revenue.  Competition
among Internet sites is intense and is expected to increase significantly in the
future.  Our Web site will also compete with a variety of companies that provide
similar  offerings  through  one  or  more  media,  such  as  print,  radio  and
television.  To compete  successfully,  we must  develop  and  deliver  popular,
original,  entertaining,  information and compelling product offerings.  We have
not entered into any  agreements  to sell  advertising  on our Web site,  and we
cannot assure you that we will sell any  advertising  in the near future,  if at
all.

     In our  entertainment  areas,  including games,  sports-related  discussion
communities,  sports  merchandising and Internet shopping,  we intend to compete
with  various  Internet  sites,  such  as  CBS  SportsLine,   ESPN.com,  CNN/SI,
Sandbox.com and others.  All of these competitors  currently offer a wider range
of products, services,  information and news than we contemplate offering. Their
products and services may be more  attractive to Internet  users than ours,  and
may dissuade users from visiting our Web site.

     We believe that our ability to compete will depend, to a great extent, upon
our ability to be a leader in the  development and marketing of novel and unique
interactive sports-related  entertainment games for our Web site and our ability
to offer a unique  mix of  sports-related  information  and  merchandise.  To be
successful,  our Web site must be user friendly and we must respond  effectively
to the  challenges  of  technological  changes  and  innovation  by  continually
enhancing our products and merchandise.  The competitive  factors  affecting the
success  of  our  Web  site  include  product  functionality,   performance  and
reliability,  customer  support,  and  cost  effectiveness  of  our  advertising
offerings.

     We  cannot  assure  you  that  our  Web  site  content  or our  SportsPrize
Tournament  will appeal to our target market,  that we will generate  sufficient
traffic  on our Web  site  to sell  advertising  or  that we will  generate  any
revenues from selling advertising on our Web site.

Retailing Merchandise Competition

     The online  market for  retailing  products and services on the Internet is
new and rapidly  evolving.  We expect to compete  with  traditional  "bricks and
mortar" retail stores and other online retailers of sports-related  products and
services. Our competitors include, among others:

     o    Online retailers, including FogDog.com, MVP.com,  ShopSports.com,  CBS
          SportsLine, Gear.com and Justballs.com;

     o    Traditional  retailers,  including  Oshman's  SuperSports  USA,  Big 5
          Sporting Goods, Gart Sports, The Sports Authority,  Sportmart,  Dick's
          Sports  and  a  variety  of  independent  and  regional  retailers  of
          sports-related merchandise;



                                       20
<PAGE>

     o    Specialty retailers of sports-related merchandise;

     o    Mail order retailers of sports-related merchandise; and

     o    Mass  merchandisers and department  stores,  including Costco,  Kmart,
          Sears, Target and Wal-Mart.

     Many of our competitors  have longer operating  histories,  larger customer
bases, greater brand recognition and significantly greater financial,  marketing
and other resources than we have. To our knowledge, ShopSports.com,  FogDog.com,
and SportsLine are market leaders in the sale of  sports-related  merchandise on
the Internet. Some of our competitors, like MVP.com,  ShopSports.com,  Gear.com,
Justballs.com,  ESPN.com, CNN/SI, and CBS SportsLine, also may be able to secure
merchandise  from vendors on more favorable terms,  devote greater  resources to
marketing and promotional campaigns,  adopt more aggressive pricing or inventory
availability policies and devote substantially more resources to their Web sites
and systems  development than we can. We believe that the principal  competitive
factors the sale of sports-related merchandise on the Internet are:

     o    Product selection;

     o    Price;

     o    Timeliness of delivery;

     o    Ease of use and Web site convenience; and

     o    Brand recognition.

     We cannot assure you that we will successfully  compete against established
competitors  or that we will  generate  sufficient  revenues  from  the  sale of
merchandise though our Web site to earn any profits.

Regulation

     There are currently few laws or regulations  directly  applicable to access
to, or commerce on, the Internet.  Due to the  increasing  popularity and use of
the Internet, it is possible that laws and regulations may be adopted,  covering
issues such as user privacy, defamation,  pricing, taxation, content regulation,
quality of products  and  services,  and  intellectual  property  ownership  and
infringement.  Such legislation could expose us to substantial liability as well
as diminish the use of the Internet and decrease the  acceptance of the Internet
as a  communications  and  commercial  medium.  We  may  be  required  to  incur
unanticipated expenses in complying with any new regulations and restrictions.

     The European Union has recently  adopted  privacy and copyright  directives
that may impose  additional  burdens and costs on international  operations.  In
addition,  several  telecommunications  carriers,  including America's Carriers'
Telecommunications  Association, are seeking to have telecommunications over the
Internet regulated by the Federal



                                       21
<PAGE>

Communications   Commission,   or   FCC,   in   the   same   manner   as   other
telecommunications services.

     Because the growing  popularity  and use of the  Internet  has burdened the
existing telecommunications infrastructure,  many areas with high Internet usage
have  begun to  experience  interruptions  in phone  services.  Local  telephone
carriers, such as Pacific Bell, have petitioned the FCC to regulate the Internet
and to impose access fees. Increased regulation or the imposition of access fees
could  substantially  increase  the  costs  of  communicating  on the  Internet,
potentially  decreasing  the demand for our content or the ability to access our
Web site.

     A number of proposals have been made at the federal,  state and local level
that would impose additional taxes on the sale of goods and services through the
Internet.  Such proposals,  if adopted, could substantially impair the growth of
e-commerce and could adversely affect us.

     The United States  recently  passed the Digital  Millennium  Copyright Act,
which is  intended  to reduce the  liability  of online  service  providers  for
listing or linking to third-party Web sites that include materials that infringe
copyrights.  The  United  States  also  recently  passed the  Children's  Online
Protection  Act and the  Children's  Online Privacy Act, which will restrict the
distribution  of  certain  materials  deemed  harmful  to  children  and  impose
additional  restrictions  on the  ability of online  services  to  collect  user
information  from  minors.  Further,  the  United  States  recently  passed  the
Protection of Children from Sexual Predators Act, which mandates that electronic
communication  service  providers  report  facts or  circumstances  from which a
violation of child pornography laws is apparent. We cannot currently predict the
effect, if any, that this legislation will have on our business. There can be no
assurance that this legislation will not impose significant  additional costs on
our  business  or  subject  us  to   additional   liabilities.   Moreover,   the
applicability to the Internet of existing laws governing issues such as property
ownership, copyright,  defamation,  obscenity and personal privacy is uncertain.
We may be subject to claims that our  services  violate  rules,  regulations  or
applicable  laws  or the  rights  of  third  parties.  Any  new  legislation  or
regulation  in the United States or abroad or the  application  of existing laws
and regulations to the Internet could damage our business.

     In addition,  our SportsPrize  Tournament may be subject to state and local
laws related to  sweepstakes  and contests.  We do not intend to charge any fees
for  playing  the  SportsPrize  Tournament  or charge  any fees or  require  any
purchases to be eligible to receive prizes or gifts.  Although we do not believe
our SportsPrize Tournament violates any federal, state and local laws, there can
be no assurance that future federal,  state or local  legislation or regulations
will not adversely affect our operation of the SportsPrize Tournament.  Any such
legislation  may have a material  adverse  effect on our business and results of
operations.

     Due to  the  global  nature  of  the  Internet,  it is  possible  that  the
governments of other states and foreign  countries might attempt to regulate our
transmissions   or  prosecute  us  for   violations  of  their  laws.  We  might
unintentionally violate such laws. Such laws may be modified, or new laws may be
enacted, in the future. Any such development could damage our business.



                                       22
<PAGE>

Research and Development

     Our  research  and   development   program  has   consisted  of  developing
technologies  related to our  SportsPrize.com(TM)  Web site and the  SportsPrize
Tournament.  As of February  29,  2000,  we had spent  $126,488 for research and
development, including expenses related to developing the SportsPrize Tournament
and other technological aspects of our Web site. Subsequent to the launch of the
Web site,  we also  conducted  focus groups in March and in May 2000 to evaluate
the design, content and user experience on our Web site.

Trademarks and Patents

     We  have   applied  for   trademark   registration   and   protection   for
"SportsPrize.com"  in Canada and the United  States.  We have also  applied  for
patent  protection in the United States for our system and method for delivering
targeted  advertising  through  our  SportsPrize  Tournament  marketing  system.
However, we have not been granted any patents,  copyrights or trademarks. In the
event we determine  that we have created an asset whose value can be  protected,
we will  attempt to protect  our  proprietary  assets by applying  for  patents,
copyrights or trademarks.  In addition, we will endeavor to rely on trade secret
laws and  non-disclosure and  confidentiality  agreements with our employees and
consultants who have access to our proprietary technology.

Employees or Consultants

     As of February  29,  2000,  we had fifteen  employees  or  consultants.  We
anticipate that we will hire an additional  fifteen employees during fiscal year
ending February 28, 2001, including 5 content personnel,  5 technical personnel,
3 or 4 sales and marketing personnel and 1 or 2 administrative  personnel.  From
time to time,  we may retain  additional  consultants  and  consulting  firms to
provide  us  with  special  expertise  in  developing  marketing,  software  and
telecommunications technologies.

                             History of Our Company

     We were  incorporated  in the State of Nevada  on August  25,  1995 as "Par
Golf,  Inc." with an authorized  share  capital of  25,000,000  shares of common
stock with a par value of $0.001 per share.

     We were generally  inactive until August 1997. In August 1997, we commenced
the business of marketing advanced graphic technologies and services by offering
print and screen  services to the  wholesale  and retail  sectors of the screen,
print and publication industries. On August 21, 1997, we amended our Articles of
Incorporation  and changed our  authorized  share capital to 25,000,000  shares,
consisting of  20,000,000  shares of common stock with a par value of $0.001 per
share and  5,000,000  shares of  preferred  stock with a par value of $0.001 per
share,  and changed our name to "Kodiak Graphics  Company".  We did not generate
sufficient revenues to make this business plan commercially viable and abandoned
this business plan in the second quarter of 1999.

     On May 14, 1999,  we acquired all of the issued and  outstanding  shares of
SportsPrize Inc., a Nevada corporation,  pursuant to a statutory share exchange.
SportsPrize Inc. was in the



                                       23
<PAGE>

process of  designing,  developing,  building  and  operating  an Internet  site
focused on the sports and  entertainment  sectors  of the  Internet  market.  In
connection with the share exchange,  we amended our Articles of Incorporation to
change our name to "SportsPrize Entertainment Inc." on May 21, 1999.

     At the time of the share exchange,  we were a  non-operating  shell 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.  Prior  to our
acquisition of SportsPrize  Inc.,  SportsPrize  Inc. was engaged in the resource
exploration  business.  SportsPrize  Inc.  had an  option  to  purchase  mineral
property  rights  located in the  Province  of  Alberta,  Canada  pursuant to an
agreement with Jody Dahrouge and Halferdahl & Associates,  Ltd. SportsPrize Inc.
elected  not to exercise  the  option,  and the option  expired  unexercised  on
February 11,  1999.  In February  1999,  SportsPrize  Inc.  shifted its business
strategy from resource exploration to developing an Internet business.

     As a result of the share  exchange,  all of the assets of SportsPrize  Inc.
became the assets of  SportsPrize  Entertainment  Inc.,  and our  historical and
ongoing  operations  are deemed to be those of  SportsPrize  Inc. for accounting
purposes. As such, we have presented our consolidated  financial information for
the fiscal  year ended  February  29,  2000,  and we have  included  the audited
financial  statements of SportsPrize Inc. for the fiscal year ended February 28,
1999.

     In June 1999,  we  amended  our  Articles  of  Incorporation  to change our
authorized share capital to 105,000,000  shares consisting of 100,000,000 shares
of common  stock  with a par value of $0.001 per share and  5,000,000  shares of
preferred stock with a par value of $0.001 per share.

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

     SportsPrize  Inc. is our sole  subsidiary.  We have not been subject to any
bankruptcy, receivership or other similar proceedings.

                                  Risk Factors

     We have included  information in this Annual Report that contains  "forward
looking  statements."  Our  actual  results  may  materially  differ  from those
projected  in  the  forward  looking   statements  as  a  result  of  risks  and
uncertainties.  Although we believe that the assumptions  made and  expectations
reflected in the forward looking statements are reasonable, we cannot assure you
that the  underlying  assumptions  will,  in fact,  prove to be  correct or that
actual future results will not be different from the  expectations  expressed in
this report.  An  investment  in our  securities  is  speculative  in nature and
involves a high degree of risk. You should read this Annual Report carefully and
consider the following risk factors.

Insufficiency  of  current  round of  financing;  our  ability  to carry out our
proposed business activities depends upon securing additional financing.

     We are  dependent  upon the  proceeds of  additional  financing in order to
implement our business  plan.  Unless we can obtain such  financing,  we will be
unable to conduct our business



                                       24
<PAGE>

or to otherwise carry out all of our proposed business  activities.  There is no
assurance that we will be able to raise the funds sought in a timely manner,  if
at all.

Our ability to fund our plan of operation  depends on the securing of additional
capital in the amount of $8,000,000 or more through February 28, 2001.

     We are attempting to raise  additional  capital in the amount of $8,000,000
or more during our fiscal year ending February 28, 2001, and no assurance can be
given that any additional financing would be available or, if available, that it
would be  available  on terms  acceptable  to us.  See "Note  Regarding  Forward
Looking  Statements"  and "Plan of  Operation."  Furthermore,  any  issuance  of
additional securities may result in dilution to the then existing  shareholders.
If adequate funds are not available,  we will lack sufficient  capital to pursue
our business fully,  which will have a material  adverse effect upon our ability
to meet our business projections.

We may be  required to sell  additional  common  stock or parties  may  exercise
options and warrants that cause dilution of your shares.

     The number of shares of our outstanding common stock held by non-affiliates
is large  relative to the trading  volume of our common stock.  Any  substantial
sale of our common stock or even the  possibility  of such sales  occurring  may
have an adverse effect on the market price of our common stock.

     As of  February  29,  2000,  we had  outstanding  options  to  purchase  an
aggregate of 3,825,000 shares of our common stock.

     We also have reserved up to an additional  2,175,000 shares of common stock
for issuance  upon exercise of options which have not yet been granted under our
stock option plan.  Holders of the options are likely to exercise  them when, in
all likelihood,  we could obtain additional capital on terms more favorable than
those  provided by the options.  However,  there can be no  assurance  that such
options  will be  exercised.  Further,  while our options are  outstanding,  our
ability to obtain  additional  financing  on  favorable  terms may be  adversely
affected.

We have a limited  operating  history  and a history of losses,  which makes our
ability to continue as a going concern questionable.

     We have incurred net losses since our inception and anticipate that we will
continue to incur losses for the foreseeable future. As of February 29, 2000, we
had an  accumulated  deficit of  $6,739,827,  including  $3,703,280  in non-cash
compensation  expenses  related to the  issuance of stock and the grant of stock
options to certain of our directors, employees and consultants.

     Due to a number of factors,  we do not believe  that our  revenues  will be
sufficient  to  support  our  operations  in  fiscal  2001.  Therefore,  in  the
foreseeable  future, we believe that such expenses will increase our net losses,
and we cannot assure you that we will ever be profitable.

     As of February 29,  2000,  we had  approximately  $485,000 in cash and cash
equivalents,  and as of May 31, 2000, we had  approximately  $85,000 in cash and
cash equivalents.  We are currently expending  approximately $300,000 per month.
While we anticipate raising additional



                                       25
<PAGE>

capital through  issuance of our common stock or debt, we cannot assure you that
we will be able to obtain  adequate  financing  or on terms  favorable to us, to
support our  operations.  Our ability to continue as a going concern will depend
on our ability to obtain additional financing.

     Because we have only recently begun operations, it is difficult to evaluate
our business and our prospects. Our revenue and income potential is unproven and
our business model is still emerging.  We cannot assure you that we will attract
registered  users,  advertisers,  consumers  and network  affiliates  or achieve
significant revenues or operating margins in future periods. We cannot guarantee
we will ever achieve commercial success.

We do not intend to declare  dividends,  which may lower the market value of our
shares.

     We have never declared or paid any cash dividends on our capital stock.  We
currently  intend  to  retain  any  future  earnings  for  funding  growth  and,
therefore, do not expect to pay any dividends in the foreseeable future.

Broker-dealers  may be  discouraged  from effecting  transactions  in our shares
because  they are  considered  penny  stocks and are  subject to the penny stock
rules.

     Rules 15g-1 through 15g-9  promulgated  under the Exchange Act impose sales
practice and disclosure  requirements on NASD  brokers-dealers who make a market
in "a penny  stock." A penny stock  generally  includes  any  non-NASDAQ  equity
security  that has a market  price of less than $5.00 per share.  Our shares are
quoted on the  OTCBB and the  closing  price of our  shares on May 31,  2000 was
$0.4375  per share.  As such,  our shares  will be deemed a penny  stock for the
purposes of the  Exchange  Act. The  additional  sales  practice and  disclosure
requirements  imposed upon  brokers-dealers  may discourage  broker-dealers from
effecting  transactions  in our shares,  which could  severely  limit the market
liquidity  of the shares  and  impede  the sale of our  shares in the  secondary
market.

     Under the penny stock regulations,  a broker-dealer  selling penny stock to
anyone other than an established customer or "accredited  investor,"  generally,
an  individual  with net  worth in  excess of  $1,000,000  or an  annual  income
exceeding  $200,000,  or $300,000  together with his or her spouse,  must make a
special  suitability  determination  for the  purchaser  and  must  receive  the
purchaser's  written  consent  to the  transaction  prior  to sale,  unless  the
broker-dealer  or the transaction is otherwise  exempt.  In addition,  the penny
stock regulations require the broker-dealer to deliver, prior to any transaction
involving a penny  stock,  a  disclosure  schedule  prepared  by the  Commission
relating to the penny stock market,  unless the broker-dealer or the transaction
is otherwise  exempt. A broker-dealer  is also required to disclose  commissions
payable to the  broker-dealer  and the  registered  representative  and  current
quotations for the  securities.  Finally,  a  broker-dealer  is required to send
monthly statements disclosing recent price information with respect to the penny
stock held in a customer's  account and information  with respect to the limited
market in penny stocks.



                                       26
<PAGE>

We lack  current  advertising  agreements  and our  success  depends on securing
relationships or agreements with a network of advertisers.

     We currently have no relationships or agreements with  advertisers,  and we
believe that any  relationships  developed with  advertisers  will be terminable
within a short period of time. Consequently,  our advertising customers, if any,
may move their advertising to competing  Internet sites, or from the Internet to
traditional media,  quickly and at relatively low costs,  thereby increasing our
exposure to competing  pressures  and  fluctuations  in revenues  and  operating
results.  In selling  Internet-based  advertising,  we  probably  will depend on
advertising sales rep. firms, which will sell such advertising on our behalf.

Our  ability  to attract  advertisers  will  depend on our  ability to attract a
significant user base.

     Our  success  will  depend  on our  ability  to  convince  advertisers  and
advertising agencies of the benefits of advertising on our SportsPrize Web site,
and on our  ability  to  retain,  broaden  and  diversify  our  future  base  of
advertising customers. In order to generate significant advertising revenues, we
will depend on the development of a larger base of users possessing  demographic
characteristics  attractive  to  advertisers.  If we are unable to  attract  and
retain  paying  advertisers  or are  forced  to  offer  lower  than  anticipated
advertising rates, our business,  financial condition and operating results will
be materially adversely affected and we may never achieve commercial success.

Our ability to secure and retain advertising  revenues may depend on whether our
users actually access our advertisers' Internet sites.

     Currently,   we  are  seeking  to  negotiate  advertising  and  sponsorship
arrangements  with  third  parties to  provide a variety  of ad  placements  and
sponsorships  on our Web site. In  connection  with these  arrangements,  we may
receive  advertising and/or sponsorship fees as well as a portion of transaction
revenues  received by sponsors in return for minimum levels of user  impressions
or  "click  throughs"  from our Web  site to  their  Web  sites.  To the  extent
implemented,  these  arrangements  may  expose  us  to  potentially  significant
financial  risks,  including the risk that we fail to deliver  required  minimum
levels of user  impressions or click throughs,  in which case,  these agreements
typically provide for adjustments to the fees payable  thereunder or "make good"
periods, and that third party sponsors do not renew the agreements at the end of
their terms. We anticipate that certain of these arrangements will require us to
integrate sponsors' content with our services,  which may require the dedication
of resources and significant  programming  and design efforts to accomplish.  We
cannot  guarantee  that we will be able to attract  sponsors  or that we will be
able to renew sponsorship arrangements, if any, when they expire.

Our  ability  to  contract  with  advertisers  may  be  materially   limited  by
exclusivity provisions of certain of our sponsors.

     We anticipate that we will grant  exclusivity  provisions to certain of our
sponsors.  Such exclusivity provisions may have the effect of preventing us, for
the duration of such  exclusivity  arrangements,  from accepting  advertising or
sponsorship arrangements within a particular subject



                                       27
<PAGE>

matter in our Web site or across our entire service. Our inability to enter into
further sponsorships or advertising  arrangements as a result of its exclusivity
arrangements  could have a material  adverse  effect on our business,  financial
condition and operating results.

Our  success  depends  on the  services  of our  Chief  Executive  Officer,  our
President,  Chief Financial Officer and Treasurer,  our Senior Vice President of
Corporate Finance, our Senior Vice President and Controller,  and our ability to
attract and maintain qualified, experienced personnel.

     Our  future  success  depends on the  services  of David  Kenin,  our Chief
Executive  Officer,  Bruce Cameron,  our President,  Chief Financial Officer and
Treasurer,  Robert Hunziker,  our Senior Vice President of Corporate Finance and
Donald MacKay,  our Senior Vice President and Controller.  The loss of these key
personnel could have an adverse effect on our operations, and we do not maintain
insurance  to cover  losses  that may  result  from the  death of any of our key
personnel.  We also  heavily  rely upon  consultants  and  advisors  who are not
employees.  Our  ability to  attract,  train and retain  qualified,  experienced
personnel and management is uncertain.  Competition  for qualified  employees is
intense,  and an inability to attract,  retain and motivate  additional,  highly
skilled  personnel  required for  expansion of  operations  and  development  of
technologies  could  adversely  affect our  business,  financial  condition  and
results of  operations.  Most of our officers and directors has been  affiliated
with us for less than one year.  We cannot  assure you we will be able to retain
our existing  personnel or attract  additional,  qualified persons when required
and on acceptable terms.

We have capacity  constraints and system development risks that could damage our
customer relations or inhibit our possible growth, and we may need to expand our
management systems and controls quickly.

     Our success  and our  ability to provide  high  quality  customer  service,
largely depends on the efficient and uninterrupted operation of our computer and
communications  systems and the computers and communication systems of our third
party vendors in order to accommodate  any  significant  numbers or increases in
the numbers of consumers  and  advertisers  using our service.  Our success also
depends   upon   us   and   our   vendors'    abilities   to   rapidly    expand
transaction-processing  systems and network  infrastructure  without any systems
interruptions  in order to accommodate any  significant  increases in use of our
service. We have engaged  Frontier/Global Center to provide Internet servers and
Internet  connectivity for our Web site, and we are dependent on Frontier/Global
Center's ability to deliver such services.

     Although we anticipate  that we and our vendors will enhance and expand our
respective  transaction-processing  systems and network  infrastructure  as they
grow,  we and our vendors may  experience  periodic  systems  interruptions  and
infrastructure failures, which we believe may cause customer dissatisfaction and
may adversely  affect our results of  operations.  Limitations of our technology
infrastructure and our vendors'  technology  infrastructures may prevent us from
maximizing our business opportunities.



                                       28
<PAGE>

Our ability to adapt our management  systems and controls  quickly may depend on
the availability of certain employees or contractors.

     In addition,  we expect that many of our software  systems and our vendors'
software systems may be custom-developed and that we and our vendors may rely on
employees  and certain  third-party  contractors  to develop and maintain  these
systems. If certain of these employees or contractors become unavailable, we and
our vendors  may  experience  difficulty  in  improving  and  maintaining  these
systems.  Furthermore,  we expect  that we and our  vendors  may  continue to be
required to manage multiple  relationships  with various  software and equipment
vendors whose technologies may not be compatible,  as well as relationships with
other third  parties to maintain and enhance their  technology  infrastructures.
Our failure and our vendors'  failure to achieve or maintain  high capacity data
transmission and security without system downtime and to achieve improvements in
our respective  transaction  processing systems and network infrastructure could
adversely affect our business and results of operations.

Our  commercial  viability  depends on our ability to  successfully  develop our
SportsPrize  Tournament  and to  successfully  attract  and  retain  users  with
demographic characteristics valuable to advertisers.

     We believe our commercial  viability depends in large part upon our ability
to  develop  and  provide  the   SportsPrize   Tournament  and  our  ability  to
successfully attract and retain users with demographic  characteristics valuable
to the various advertisers and advertising  agencies.  We cannot assure you that
our products and services  will be attractive  enough to a sufficient  number of
Internet  users  to  generate  advertising  revenues  or that we will be able to
anticipate, monitor and successfully respond to rapidly changing consumer tastes
and preferences so as to attract a sufficient number of users to our SportsPrize
Web  site  within  the  demographics  desirable  to  potential  advertisers  and
advertising agencies.

     Internet  users can freely  navigate  and  instantly  switch  among a large
number of Internet sites, many of which offer competitive entertainment products
and services,  making it difficult for us to distinguish  our product  offerings
and attract users.  In addition,  many other Internet sites offer very specific,
highly  targeted single sports event media that may have greater appeal than the
sports categories that will be offered on our SportsPrize Web site. In addition,
users  of the  Internet  who do not use the most  recent  browser  or  operating
software  will  have  greater   difficulty  in  accessing  and   navigating  our
SportsPrize  Web site  than  users  who use the  most  recent  versions  of such
software.  Such  difficulty  could  cause  Internet  users  to cease  using  our
SportsPrize  Web site.  If we are  unable to  develop  original  and  compelling
Internet-based  entertainment in a manner that allows us to attract,  retain and
expand a loyal user-base targeted by advertisers and advertising agencies,  then
we will be unable to generate sufficient  advertising or subscription  revenues,
and our business,  financial  condition and operating results will be materially
adversely affected.



                                       29
<PAGE>

We  anticipate  expanding  into new  business  areas  that  require  significant
expenses and programming and that have no guaranteed market.

     The success of our business strategy will depend to a significant extent on
our ability to successfully develop the SportsPrize Tournament and to expand our
offerings  into  other  revenue  generating  areas  such  as  subscription-based
products and services and other  e-commerce  opportunities.  We cannot guarantee
that we will be able to develop the  SportsPrize  Tournament  into a  successful
game or that  visitors or  potential  advertisers  or  sponsors  will accept the
concept  of the  SportsPrize  Tournament.  We  cannot  assure  you  that we will
successfully  expand into other areas,  develop and launch any new entertainment
concepts or enhance existing ones.

     Any expansion of product  offerings or operations,  or new games  developed
and  launched by us that are not  favorably  received  by  Internet  users could
damage our reputation or the SportsPrize.com(TM) brand.

     Expansion into new business areas or the  development  and launching of new
games also will require  significant  additional  expenses and  programming  and
other  resources  and will  strain our  management,  financial  and  operational
resources.  Furthermore,  any expansion of business areas and the developing and
launching  of new  games,  as  well  as  the  enhancement  of  our  contemplated
SportsPrize  Tournament,  will necessarily rely on untested business models. Our
failure to develop and launch the SportsPrize Web in a cost effective and timely
manner will have a material adverse effect on our business,  financial condition
and operating results.

     We cannot guarantee that our venture will ever achieve profitability, and a
failure by us to  recover  the  substantial  investment  required  to launch and
operate  our Web site  would  have a material  adverse  effect on our  business,
financial condition and operating results.

The e-commerce industry is highly competitive,  and we cannot assure you that we
will be able to compete effectively.

     The market for  Internet-based  products  and services is  relatively  new,
intensely competitive and rapidly evolving. There are minimal barriers to entry,
and current and new  competitors  can launch new Internet  sites at a relatively
low cost within relatively short time periods.  In addition,  we compete for the
time and attention of Internet users with thousands of non-profit Internet sites
operated  by,  among other  persons,  individuals,  government  and  educational
institutions.  Existing and  potential  competitors  also  include  magazine and
newspaper publishers, cable television companies and start-up ventures attracted
to the  Internet  market.  Accordingly,  we expect  competition  to persist  and
intensify and the number of competitors to increase significantly in the future.
Should we seek in the future to attempt to expand the scope of our Internet site
and product  offerings,  we will compete with a greater number of Internet sites
and other companies.  Because the operations and strategic plans of existing and
future competitors are undergoing rapid change, it is extremely difficult for us
to  anticipate  which  companies  are likely to offer  competitive  products and
services in the future.  We cannot  guarantee that our SportsPrize Web site will
compete  successfully.  In addition,  expansion  into new business areas and new
entertainment   offerings  may  bring  us  into  direct   competition  with  new
competitors.



                                       30
<PAGE>

Due to the emerging nature of Internet  commerce,  we are unable to forecast our
expenses and revenues  accurately,  and should our expenses exceed our revenues,
we may never become profitable.

     As  a  result  of  the   emerging   nature  of  the   Internet,   including
Internet-based  advertising,  services and electronic commerce, we are unable to
forecast our expenses and revenues accurately.  We believe that due primarily to
the relatively brief time the Internet has been available to the general public,
there are several  uncertainties related to the successful operation of any form
of Internet business.  Our current and future estimated expense levels are based
largely on our estimates of future revenues and may increase considerably.  Few,
if any, of our operating expenses can be quickly or easily reduced,  such as the
laying off of  personnel  or reducing  our  commitment  to our  consultants  and
service  providers,  in a manner which would not cause a material adverse effect
to our business,  financial condition and operating results. In addition, we may
be unable to adjust spending in a timely manner to compensate for any unexpected
expenditures;  and a shortfall  in actual  revenues  as  compared  to  estimated
revenues  would  have an  immediate  material  adverse  effect on our  business,
financial condition and operating results.

Our ability to generate revenues will depend upon advertisers' acceptance of the
Internet  as an  advertising  medium and upon the on the use of the  Internet by
consumers.

     Use of the Internet by  consumers  is at a very early stage of  development
and  market   acceptance   of  the   Internet  as  a  medium  for   information,
entertainment,   commerce  and  advertising  is  subject  to  a  high  level  of
uncertainty.  We believe  that our  success  depends  upon our ability to obtain
significant  revenues  from our  Internet  operations,  which will  require  the
development and acceptance of the Internet as an advertising  medium. We believe
that most advertisers and advertising  agencies have limited experience with the
Internet  as an  advertising  medium and  neither  advertisers  nor  advertising
agencies  have devoted a  significant  portion of their  advertising  budgets to
Internet-related  advertising  to date. In order for us to generate  advertising
revenues,  advertisers and  advertising  agencies must direct a portion of their
budgets to the Internet as a whole,  and specifically to our Web site. There can
be no assurance that advertisers or advertising  agencies will be persuaded,  or
able,  to  allocate  or  continue  to  allocate  portions  of their  budgets  to
Internet-based  advertising,  or if so  persuaded  or able,  that they will find
Internet-based  advertising to be more effective than advertising in traditional
media such as television, print or radio, or in any event decide to advertise on
our Internet sites. Moreover, we cannot assure you that the Internet advertising
market will develop as an attractive and sustainable medium that we will achieve
market  acceptance  of our  products  or that we  will  be able to  execute  our
business strategy successfully.

     Acceptance of the Internet among advertisers and advertising  agencies will
also depend on the level of use of the  Internet by  consumers,  which is highly
uncertain,  and on the  acceptance  of the  alternative  new model of conducting
business and exchanging  information presented by the Internet.  Advertisers and
advertising  agencies that have  invested  resources in  traditional  methods of
advertising  may be reluctant  to modify  their media  buying  behavior or their
systems and  infrastructure to use Internet based advertising.  Furthermore,  no
standards to measure the  effectiveness  of Internet based  advertising have yet
gained widespread acceptance, and we cannot



                                       31
<PAGE>

assure you that such  standards  will be adopted  or adopted  broadly  enough to
support widespread acceptance of Internet-based  advertising.  If Internet-based
advertising is not widely accepted by advertisers and advertising agencies,  our
business, financial condition and operating results will be materially adversely
affected and we may cease to be a commercially viable enterprise.

Our  business  may be harmed if the recent  growth in the use of the Internet is
limited by inadequate infrastructure, technology or standards and protocols.

     Rapid  growth  in the  use of and  interest  in the  Internet  is a  recent
phenomenon,  and we cannot  assure you that  acceptance  and use of the Internet
will  continue  to develop  or that a  sufficient  base of users will  emerge to
support our business.  Revenues from our Internet operations will depend largely
on the widespread  acceptance and use of the Internet as a source of information
and  entertainment  and as a vehicle  for  commerce in goods and  services.  The
Internet  may not be  accepted  as a viable  commercial  medium  for a number of
reasons,   including  potentially   inadequate   development  of  the  necessary
infrastructure,  lack of timely development of enabling  technologies or lack of
commercial  support for  Internet-based  transactions  and  advertising.  To the
extent that the  Internet  continues  to  experience  an  increase in users,  an
increase in frequency  of use or an increase in the  bandwidth  requirements  of
users, there can be no assurance that the Internet  infrastructure  will be able
to support the demands placed upon it. In addition,  the Internet could lose its
viability as a commercial medium due to delays in the development or adoption of
new  standards  and protocols  required to handle  increased  levels of Internet
activity, or due to increased government regulation.  Changes in or insufficient
availability of  telecommunications  services to support the Internet also could
result in slower response times and could  adversely  affect use of the Internet
generally and of our Internet sites in  particular.  If use of the Internet does
not  continue  to grow or grows more slowly than  expected,  or if the  Internet
infrastructure does not effectively support growth that may occur, our business,
financial  condition  and  operating  results  would  be  materially   adversely
affected.

Our success may depend on  successfully  developing  and defending  intellectual
property  rights without which  competitors  may copy aspects of our products or
services.

     We  anticipate  our success will depend  significantly  on our  proprietary
technology.  We intend to rely primarily on a combination of patent,  copyright,
trademark and trade secret laws, license agreements,  non-disclosure  agreements
and  other  contractual  provisions  to  establish,  maintain  and  protect  our
proprietary  rights in our  products  and  technology,  all of which afford only
limited protection. We have applied for intellectual property protection for our
SportsPrize  marketing  system  technology,  and we have put in place agreements
attempting to protect our intellectual property.  There can be no assurance that
our intellectual  property  protection  applications  will be granted or that we
will be able to continue to  successfully  negotiate  agreements  protecting our
intellectual  property.  In  addition,   despite  our  efforts  to  protect  our
proprietary  rights,  unauthorized  parties may  attempt to copy  aspects of our
products  or  services  or to  obtain  and use  information  that we  regard  as
proprietary.  Third parties may also  independently  develop similar  technology
without breach of our proprietary rights. In addition,  the laws of some foreign
countries  do not  protect the  proprietary  rights to the same extent as do the
laws of the United States.



                                       32
<PAGE>

If we cannot  protect  our  Internet  domain  name,  our  ability to conduct our
operations may be impeded.

     We anticipate that the Internet domain name,  "SportsPrize.com(TM)" will be
an extremely  important  part of our business.  Governmental  agencies and their
designees  generally  regulate the  acquisition and maintenance of domain names.
The regulation of domain names in the United States and in foreign countries may
be  subject  to  change  in the near  future.  Governing  bodies  may  establish
additional  top-level  domains,  appoint  additional  domain name  registrars or
modify the requirements for holding domain names. As a result,  we may be unable
to  acquire or  maintain  relevant  domain  names in all  countries  in which we
conduct business.  Furthermore,  the relationship between regulations  governing
domain names and laws protecting  trademarks and similar  proprietary  rights is
unclear.  Therefore,  we may be unable to prevent third  parties from  acquiring
domain names that are similar to, infringe upon or otherwise  decrease the value
of our trademarks and other proprietary rights.

Our  business  may be  harmed  by  claims  that we have  infringed  intellectual
property rights of others.

     Claims of  infringement  are becoming  increasingly  common as the software
industry  develops  and legal  protections  are  applied to  software  products.
Litigation  may be necessary to protect our  proprietary  technology,  and third
parties  may  assert  infringement  claims  against  us with  respect  to  their
proprietary rights. Any claims or litigation can be time-consuming and expensive
regardless of their merit.  Infringement  claims  against us could cause product
release delays,  require us to redesign our products or require us to enter into
royalty or license  agreements,  which  agreements may not be available on terms
acceptable to us or at all.

Changing technology may render our equipment,  software and programming obsolete
or irrelevant.

     The market for  Internet-based  products and services is  characterized  by
rapid  technological  developments,   frequent  new  product  introductions  and
evolving  industry  standards.  The  emerging  character  of these  products and
services and their rapid evolution will require that we continually  improve the
performance,  features  and  reliability  of  our  Internet-based  products  and
services,  particularly  in response to competitive  offerings.  There can be no
assurance that we will be successful in responding quickly, cost effectively and
sufficiently to these developments.  In addition, the widespread adoption of new
Internet technologies or standards could require substantial  expenditures by us
to modify or adapt our  Internet  sites  and  services  and could  fundamentally
affect the  character,  viability and frequency of  Internet-based  advertising,
either of which could have a material adverse effect on our business,  financial
condition and  operating  results.  In addition,  new  Internet-based  products,
services or enhancements offered by us may contain design flaws or other defects
that  could  require  costly  modifications  or  result  in a loss  of  consumer
confidence,  either  of  which  could  have a  material  adverse  effect  on our
business, financial condition and operating results.



                                       33
<PAGE>

Our business may encounter periodic system disruptions that may harm our ability
to attract and retain advertisers.

     The   satisfactory   performance,   reliability  and  availability  of  our
SportsPrize.com(TM)  Web  site  and  our  computer  network  infrastructure  are
critical  to  attracting  Internet  users  and  maintaining  relationships  with
advertising customers. Our Internet-based  advertising revenues will be directly
related  to the  number  of  advertising  impressions  delivered  by us. We have
engaged  Frontier/Global  Center to provide  an  Internet  solution  to meet our
systems requirements.  System interruptions that result in the unavailability of
our Internet sites or slower response times for users would reduce the number of
advertisements  delivered and reduce the attractiveness of our Internet sites to
users and advertisers.  We may experience  periodic systems  interruptions  from
time to time in the future.

     Our Internet operations are vulnerable to interruption by fire, earthquake,
power loss,  telecommunications  failure and other events beyond our control. We
cannot assure you that  interruptions  in service will not materially  adversely
affect our operations in the future.  While we will carry business  interruption
insurance to compensate us for losses that may occur,  there can be no assurance
that such  insurance  will be  sufficient  to provide  for all losses or damages
incurred by us.

If system  constraints  are exceeded,  our  operations  may be subject to system
disruptions that harm our business.

     Additionally,  any substantial increase in traffic on our Internet site may
require  us to  expand  and  adapt  our  computer  network  infrastructure.  Our
inability  to add  additional  computer  software,  hardware  and  bandwidth  to
accommodate  increased use of our Internet sites may cause unanticipated  system
disruptions and result in slower response times.

     We cannot  assure you that we will be able to expand our  computer  network
infrastructure on a timely basis to meet increased use. Any system interruptions
or slower  response  times  resulting  from the  foregoing  factors could have a
material  adverse  effect on our  business,  financial  condition  and operating
results.

     We depend on third  parties for  uninterrupted  Internet  access and may be
harmed by the loss of any such service.

     We are dependent on  Frontier/Global  Center,  an Internet service provider
located in Sunnyvale,  California,  and on other third parties for uninterrupted
Internet  access.  In addition,  we are  dependent on various  third parties for
substantially all of our information. Loss of such services from any one or more
of such  third  parties  may have a  material  adverse  effect on our  business,
financial  condition and operating results.  We cannot guarantee whether,  or on
what terms, we would be able to obtain such services from other third parties in
the event of the loss of any of such services.



                                       34
<PAGE>

Increased security risks of online commerce may deter future use of our services
which may adversely affect our ability to generate revenues.

     We intend to institute  security  measures designed to protect our Internet
site and other operations from  unauthorized use and access. We have implemented
a firewall with a redundant backup to prevent all but standard Web traffic, with
the exception of a small opening for secure and encrypted terminal  connections.
We also have  isolated  our  database  on a server  that is sitting on a private
network.  This means that  someone  would  have to break into our  firewall  and
external network before trying to get into our database.  Our servers are housed
in  Frontier/Global  Center's  Sunnyvale  Network  Operations  Center.  Security
measures  employed at this location  include  biometric hand  scanners,  ramming
ballards,  laser sniffers and bullet proof glass. Such measures cannot guarantee
complete  security,  however,  and a party who is able to circumvent  our or our
vendors' security measures could misappropriate proprietary information or cause
interruptions in our Internet operations.

     We may be required to expend  significant  capital and resources to protect
against the threat of such security breaches or to alleviate  problems caused by
such  breaches.  Concerns  over the  security of Internet  transactions  and the
privacy  of  users  may also  inhibit  the  growth  of the  Internet  generally,
particularly  as a means of conducting  commercial  transactions.  To the extent
that our activities or the activities of any third party contractors involve the
storage and transmission of proprietary  information,  such as computer software
or credit card numbers,  security  breaches could expose us to a risk of loss or
litigation  and  possible  liability.   We  cannot  guarantee  that  contractual
provisions attempting to limit our liability in such areas will be successful or
enforceable,  or that parties will accept such contractual provisions as part of
our agreements.

     In  addition,  while  we  believe  that  both  our  and our  vendors'  data
repositories,  financial  systems and other technology  resources will be secure
from security breaches or sabotage,  we cannot guarantee that this will continue
to be true as technology changes and becomes more sophisticated.

Our business may be subject to  government  regulation  and legal  uncertainties
that may increase the costs of operating  our Internet site or limit our ability
to generate revenues.

     As a publisher  and a  distributor  of content over the  Internet,  we face
potential liability for defamation,  negligence,  copyright, patent or trademark
infringement  and other claims based on the nature and content of the  materials
that we publish or  distribute.  In  addition,  we could be exposed to liability
with respect to the content or unauthorized  duplication of material  indexed in
our search services.  Our liability  insurance may not cover potential claims of
this type or may not be adequate to indemnify us for all  liability  that may be
imposed.  Any  imposition of liability that is not covered by insurance or is in
excess  of  insurance  coverage  could  have a  material  adverse  effect on our
business,  financial  condition and operating  results.  There are currently few
laws and  regulations  directly  applicable to the Internet,  but it is possible
that new laws and  regulations  will be adopted  covering  issues such as, among
other  things,  pricing,  characteristics  and quality of Internet  products and
services. As a provider of Internet-based  products and services, we are subject
to the provisions of existing and future federal and local legislation that



                                       35
<PAGE>

could be applied to our operation. Such legislation could also dampen the growth
of the Internet  generally  and decrease  the  acceptance  of the Internet as an
advertising  medium, and could,  thereby,  have a material adverse effect on our
business, financial condition and operating results.

Our SportsPrize  Tournament may be subject to regulatory  review under state and
federal gaming laws that may limit our ability to generate revenues.

     There is substantial risk that our SportsPrize Tournament may be subject to
regulatory review by state and federal  regulatory  authority as the size of our
prizes grow. Although we will not charge visitors to the SportsPrize.com(TM) Web
any registration fees, require any purchase to play the SportsPrize  Tournament,
charge any cost to deliver prizes or gifts or otherwise imply that a purchase is
required to play the SportsPrize Tournament,  there can be no assurance that the
SportsPrize  Tournament  will not be  subject  to  investigation  or  review  by
federal, state local regulatory authorities.

Our  business  may be  subject  to  sales  and  other  taxes,  which  may  cause
administrative difficulties and increase our cost of operations.

     One or more  states  may seek to impose  additional  sales  tax  collection
obligations  on  companies  such as ours  that  engage in or  facilitate  online
commerce.  Several  proposals  have been made at the state and local  level that
would  impose  additional  taxes on the sale of goods and  services  through the
Internet.  These proposals, if adopted, could substantially impair the growth of
electronic  commerce,  and could diminish our  opportunity  to derive  financial
benefit  from our  activities.  The U.S.  federal  government  recently  enacted
legislation  prohibiting  states or other local  authorities  from  imposing new
taxes on Internet commerce until October 21, 2001. This tax moratorium will last
only for a limited period and does not prohibit  states or the Internal  Revenue
Service from collecting  taxes on our income,  if any, or from collecting  taxes
that are due under  existing tax rules.  A  successful  assertion by one or more
states or any foreign country that we should collect sales or other taxes on the
exchange of  merchandise  on our system could harm our  business  and  adversely
affect our results of operations.

Item 2: Properties

     On September 27, 1999, we entered into a short-term  lease  agreement  with
eOfficeSuites,  Inc. for office  space  located at 13101  Washington  Boulevard,
Suite 131,  Culver  City,  California.  The term of the lease was for two months
from October 1, 1999 through  November 30, 1999, and has continued on a month to
month basis. Currently,  the base rent is $9,000 per month, and we agreed to pay
additional  rent of $2,000  per month for  other  services  including  furniture
rental,  telephone  instruments and voice mail, high speed Internet  service and
parking.

     We do not presently own or lease any other property or real estate.

Item 3:  Legal Proceedings

     As of the date hereof,  there is no material litigation pending against the
Company.  From time to time,  the  Company is a party to  litigation  and claims
incident to the ordinary course of its business. While the results of litigation
and claims cannot be predicted with certainty, the



                                       36
<PAGE>




Company believes that the final outcome of such matters will not have a material
adverse effect on the Company's business, financial condition, operating results
and cash flows.

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

     No meetings of security  holders were held during the fourth quarter of our
fiscal year ended February 29, 2000.

                                     Part II

Item 5:  Market for Registrant's Common Equity And Related Stockholder Matters

                          Price Range of Common Shares

     Our common  stock is  approved  for  trading on the OTCBB  under the symbol
"JOCK". The following table sets forth, for the periods indicated,  the range of
the high and low bid quotations as reported by NASD. There were no trades of our
securities on the OTCBB during the first quarter of 1999 prior to May 12, 1999.

     The bid quotations set forth below, reflect  inter-dealer  prices,  without
retail mark-up, mark-down or commission and may not reflect actual transactions:

OTCBB

--------------------------------------------------------------------------------
1999                             High            Low                  Volume
--------------------------------------------------------------------------------
First Fiscal Quarter               $9.1875        $5.7500             836,600
---------------------------------------------- --------------- -----------------
Second Fiscal Quarter              $5.9375        $2.8750           9,213,700
--------------------------------------------------------------------------------
Third Fiscal Quarter               $4.00          $1.6250           2,909,400
--------------------------------------------------------------------------------
Fourth Fiscal Quarter              $4.5625        $1.6250           6,976,860
--------------------------------------------------------------------------------

     On February 29, 2000,  the last  reported sale price of our common stock on
the OTCBB was $2.4375 per share.  On May 31, 2000,  the last reported sale price
of our common stock on the OTCBB was $0.4375 per share.

     As of February 29, 2000, we had approximately 1,500 registered shareholders
of record  (including  nominees and brokers holding street  accounts),  who held
approximately 1.5 million Common Shares.

     We have not  declared or paid any cash  dividends on our common stock since
our  inception,  and our Board of  Directors  currently  intends  to retain  all
earnings for use in the business for the foreseeable  future. Any future payment
of dividends  will depend upon our results of operations,  financial  condition,
cash requirements and other factors deemed relevant by our Board of Directors.



                                       37
<PAGE>

Item 6:  Selected Financial Data

                             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 of America. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations." 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
Annual Report.

<TABLE>
                                                   Fiscal Year Ended          Fiscal Year Ended
                                                   February 29, 2000          February 28, 1999
                                                 ---------------------     ---------------------
                                                           $                          $
                                                 ---------------------     ---------------------
<S>                                                   <C>                          <C>
Net Sales                                                      -                          -
Gross Profit                                                   -                          -
Total Operating Expenses                               6,666,491                     66,766
Net Loss                                              (6,595,702)                  (144,125)
Net Loss per Share                                        ($0.38)                   ($0.04)
</TABLE>


<TABLE>
                                                         At                         At
                                                 February 29, 2000           February 28, 1999
                                                 ---------------------     ---------------------
<S>                                                  <C>                         <C>
Working Capital                                      193,148                     66,477
Total Assets                                       1,118,924                    103,202
Total Liabilities                                    376,941                      3,331
Shareholders' Equity                                 741,983                     99,871
Long-term Obligations                                 -                           -
Cash Dividends                                        -                           -
</TABLE>


Item 7:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

     The information  contained in this Management's  Discussion and Analysis of
Financial   Condition  and  Results  of  Operations   contains  forward  looking
statements.  Actual  results may materially  differ from those  projected in the
forward looking  statements as a result of certain risks and  uncertainties  set
forth in this Annual Report. Although management believes that the



                                       38
<PAGE>

assumptions  made and expectations  reflected in the forward looking  statements
are reasonable,  there is no assurance that the underlying  assumptions will, in
fact,  prove to be correct or that actual  future  results will not be different
from the expectations expressed in this Annual Report.

                                    Overview

         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 Web-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.  The  assets of  SportsPrize  Inc.  consisted  of cash and
investments  of  approximately   $61,000,   prepaid  expenses  and  deposits  of
approximately  $26,000 and other assets of  approximately  $16,000.  As such, we
have presented our consolidated financial information for the fiscal year ending
February 29, 2000,  and we have  included the audited  financial  statements  of
SportsPrize Inc. for the fiscal year ended February 28, 1999.


Results of Operations

     Results of Operations - Year Ended February 29, 2000

     The fiscal year ended  February 29, 2000,  was the first year of operations
for the Company's  Internet  business.  As a development stage  enterprise,  the
Company had no revenue during the year.

     During  the  fiscal  year,  the  Company  incurred  a  total  net  loss  of
$6,595,702. These losses are expected to continue in the foreseeable future. The
most significant expenses  contributing to the loss were cash compensation costs
and  consulting  fees  of  $1,445,803,  and  non-cash  compensation  expense  of
$3,703,280  related  to the  issuance  of stock and stock  option  grants to our
directors,   employees  and  consultants.  The  non-cash  compensation  expenses
associated with the issuance of stock and stock options are non-recurring.

     The other material  operating costs incurred by the Company during the year
were professional  fees of $351,653,  research and development costs of $126,488
and prizes of $175,985. The professional fees were primarily attributable to the
merger in May 1999,  registration  of the  Company's  Common Stock in accordance
with the  Securities  Exchange Act of 1934, and the SEC reports that the Company
filed during the year.



                                       39
<PAGE>

Liquidity and Capital Resources

     Since our Share Exchange with  SportsPrize  Inc., we have raised a total of
$4,550,000  less finder's fees of $198,000.  We completed our initial funding at
the time of the Share Exchange by issuing  1,666,665  shares of our common stock
at a price of $1.50 per share, providing us with $2,500,000, less a finder's fee
of $70,000 paid to Sonora Capital. We also completed a private placement in July
1999 of  250,000  shares  of our  common  stock at a price of $4.00  per  share,
providing  us with  $1,000,000.  We paid  Sonora a  finder's  fee of  $28,000 in
connection with this private placement.

     On May 30,  2000,  we  completed  a  private  placement  of 9%  convertible
debentures and warrants pursuant to a debenture purchase agreement dated May 30,
2000,  for gross proceeds of  $1,050,000.  The finders fee  associated  with the
transaction was $100,000. See "Description of Business -- Recent Developments --
Financing Transaction/Issuance of 9% Convertible Debentures/Warrants."

     As of February 29,  2000,  we had working  capital of $193,148.  On May 31,
2000, we had working capital of approximately  $350,000,  after giving effect to
our  private   placement  of  the   debentures.   Our  current  working  capital
requirements are approximately  $300,000 per month. Assuming we raise $8,000,000
of planned  financing,  once we are fully  staffed,  our total  monthly  capital
requirement  will  increase  to  approximately  $660,000.  Our  working  capital
requirement related to financing fees and costs,  content costs, and general and
administrative expenses is anticipated to increase to approximately $330,000 per
month. Our working capital requirement related to marketing expenses is expected
to increase to approximately  $250,000 per month, provided we are able to obtain
sufficient financing to implement our marketing program. We also anticipate that
we  will  invest  approximately  $80,000  per  month  for  capital  expenditures
including Web site equipment and software,  Web site design and  development and
office equipment. See "Summary of Planned Operating Budget."

     We are  attempting  to raise an  additional  $8,000,000 to fund our current
Plan of Operation through February 28, 2001. See "Note Regarding Forward Looking
Statements," and "Plan of Operation." We anticipate we will complete  additional
private  placements  of our common  stock or debt  during our  second,  third or
fourth fiscal quarters to finance our  operations.  We cannot assure you that we
will  successfully   complete  the  planned  additional  private  placements  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.com(TM) Web site
and  concentrate  our resources on developing  the  technologies  related to our
SportsPrize.com(TM)  Web site and the SportsPrize  Tournament,  and building our
revenue  streams.  We have  the  following  material  financial  obligations  to
software and systems developers,  content providers,  Internet access providers,
investor relations providers, and other vendors:



                                       40
<PAGE>

Vendor                                     Obligation
------------------------------------------ -------------------------------------
Quad-Linq                                  $15,000 per month
------------------------------------------ -------------------------------------
DBC Sports                                 $20,000 per month through June 2002
------------------------------------------ -------------------------------------
Frontier/Global Center                     $4,000 per month
------------------------------------------ -------------------------------------
Focus Partners                             $6,000 per month
------------------------------------------ -------------------------------------
Office Leases                              $12,000 per month
------------------------------------------ -------------------------------------
Big Ballot.com                             $3,000 per month
------------------------------------------ -------------------------------------

     In addition to these commitments, we have agreements with our employees and
consultants,  which require us to make monthly payments  totaling  approximately
$100,000  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.

Recent Financings

     Our current  business  activities and  operations  have been funded to date
through  issuance of shares of our common stock and  debentures in the following
transactions:

Summary of Transactions
<TABLE>
-----------------------------------------------------------------------------------------------------------
                                                                  Number of Shares   Total Consideration ($)
                                                                 ------------------   ---------------------
<S>                                                                <C>                  <C>
Equity
Private Placement at $1.50 per share                                 1,666,665              $2,500,000
Private Placement at $4.00 per share                                   250,000               1,000,000

Debentures
Private Placement 9% Convertible Debenture                                 N/A              $1,050,000
         Total                                                       1,916,665              $4,550,000
                                                                  =============           =============
</TABLE>

New Accounting Pronouncements

     The recent and future accounting pronouncements do not and are not expected
to have any significant effect on our financial position or operating results.

                                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 planned operating budget for our business for the 12 months ending
February 28, 2001 is set forth below.




                                       41
<PAGE>

Summary of Plan of Operation

     The  following  is a summary of our  corporate  plan of  operation  through
February 28, 2001. For the period ending February 29, 2000, the primary focus of
our  operating  plan was to  develop  and  launch  our Web site  and  build  the
necessary  infrastructure to operate and market the site. We launched the public
version of our Web site on  December  29,  1999.  During our fiscal  year ending
February 28, 2001, we plan to implement a major  marketing  program to build the
SportsPrize  brand  as well as the Web  site  audience.  We also  will  continue
developing and enhancing the Web site during this period. During our fiscal year
ending  February  28,  2001,  we intend to allocate  up to 40% 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.

Our major strategic and business  initiatives  through  February 28, 2001 are as
follows:

1.   Raise sufficient capital to finance our business.
--------------------------------------------------------------------------------
2.   Appoint or Recruit Senior Management:

     i.   Vice President of Content.

     ii.  Vice President of Technology.

     iii. Vice President of Sales.

--------------------------------------------------------------------------------
3.       Continue Development and Refinement of the SportsPrize.com(TM)Web site:

     i.   Refine the Home Page and Graphical User Interface for the site.

     ii.  Expand the Stats/Info component of the Web site.

     iii. Develop a private label E-Shopping component of the Web site.

     iv.  Expand the Community component of the Web site, and

     v.   Develop new content  areas on the site such as trivia and other unique
          sports content.
--------------------------------------------------------------------------------
4.   Develop comprehensive Web site monitoring/statistical software.



                                       42
<PAGE>

5.   Corporate Development:
     i.   Recruit Outside  Directors to increase the Board of Directors to seven
          Directors, including four Outside Directors.

     ii.  Expand the Sports Advisory Board to include  representatives from each
          of the major sports offered on our Web site.
--------------------------------------------------------------------------------
6.   Enter into strategic  relationships and/or  international  ventures for our
     Web site.
--------------------------------------------------------------------------------
7.   Implementation of Sales, Marketing and Business Development Plans:
     i.   Refine the initial sales, marketing and business development plans.

     ii.  Commence sales process to begin generating revenue.

     iii. Commence the marketing and business development processes to build the
          membership  base, build the brand, and broaden the content offering on
          the Web site

     iv.  Explore opportunities in foreign markets.
--------------------------------------------------------------------------------
8.       Locate and lease a new corporate office in the Los Angeles area.
--------------------------------------------------------------------------------
9.       Shareholder Relations and Investor Relations:
     i.   Update the database of shareholders  and maintain  communication  with
          them.
     ii.  Refine the brochures for and distribute them to prospective  investors
          to broaden our shareholder base and capital structure.


     During our fiscal year ending  February 28, 2001, 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-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.



                                       43
<PAGE>

Summary of Planned Operating Budget

     Our planned  operating budget for the fiscal year ending February 28, 2001,
is estimated to be approximately $8,000,000. See "Note Regarding Forward Looking
Statements." Our projected use of these funds is as follows:

 Operating Expenses:
          Financing Fees and Costs                           $   400,000
          Content Costs                                          500,000
          General and Administrative                           3,100,000
          Marketing                                            3,000,000
                                                             -----------
                   Total Operating Expenses                  $ 7,000,000
                                                             -----------
 Capital Expenditures:
          Web Site Equipment/Software                        $   150,000
          Web Site Design/Development                            500,000
          Office Equipment/Software                              150,000
          Other                                                  200,000
                                                             -----------
                   Total Capital Expenditures                $ 1,000,000
                                                             -----------
          Total Capital Required                             $ 8,000,000
                                                             ===========

     As of  May  31,  2000,  we had  approximately  $85,000  in  cash  and  cash
equivalents.  Currently we are expending  approximately  $300,000 per month.  We
cannot assure you that our actual expenditures for during our fiscal year ending
February 28, 2001 will not exceed our estimated  operating  budget. We based our
projected  costs  on  our  results  of  operations,   our  current   contractual
commitments, our discussions and negotiations with potential third party service
providers,  public  disclosure of our competitors of their  historical costs for
similar  operations,  our discussions  with  consultants,  our planned  business
activities and our management's experience.  See "Note Regarding Forward Looking
Statements."  Actual  expenditures  will depend on a number of factors,  some of
which are beyond our control,  including,  but not limited to, timing of changes
to our SportsPrize Web site, our ability to generate  revenue from  advertising,
sponsorships,  e-commerce  sales  and our  auction  site;  the  availability  of
financing on acceptable  terms;  reliability of the assumptions of management in
estimating  costs and timing;  certain economic and industry  factors;  the time
expended by consultants  and  professionals  and fees associated with developing
strategic  relationships related to our business plan; our ability to enter into
strategic  relationships  with third  parties;  the  success of our  SportsPrize
Tournament; and our ability to attract visitors to our SportsPrize Web site. You
are  cautioned  not to place undue  certainty in  management's  assessments  and
projections.  If the actual  expenditures  for such costs  exceed the  estimated
costs or if we are incapable of generating revenues from our operations, we will
be required to raise additional financing or to defer certain expenditures.

     We are  attempting  to raise an  additional  $8,000,000 to fund our current
plan of operation  for fiscal year ending  February 28, 2001. We intend to raise
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 raise additional financing on



                                       44
<PAGE>

acceptable  terms,  if at all.  If we  cannot  raise  additional  financing,  we
anticipate that we will reduce our projected  expenditures  related to marketing
the SportsPrize.com(TM) Web site and concentrate our resources on developing the
SportsPrize.com(TM)  Web site and the SportsPrize  Tournament,  and building our
revenue  streams.  The  failure  to meet  certain  expenditures  may cause us to
default on material  obligations  and such  default may have a material  adverse
effect on our business and results of operations.

Item 7A: Quantitative and Qualitative Disclosure About Market Risk

     None.

Item 8: Financial Statements and Supplementary Data

     Reference is made to the financial statements listed under the heading "(a)
Financial  Statements"  of  Item  14  herein,  which  financial  statements  are
incorporated herein by reference in response to this Item 8.

Item 9:  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure

     Not applicable.

                                    PART III

Item 10:  Directors and Officers of the Registrant

                             Directors and Officers

     All of our  directors  are elected  annually by the  shareholders  and hold
office  until the next annual  general  meeting of  shareholders  or until their
successors  are duly  elected and  qualified,  unless they resign or cease to be
directors  in  accordance  with our  Articles  and Bylaws.  The date of our next
annual  general  meeting has yet to be  determined.  Our executive  officers are
appointed by and serve at the pleasure of our Board of Directors.

     As of May 31,  2000,  the  following  persons  were  our  directors  and/or
officers:

<TABLE>
                                                                             Director/Officer/
                     Name and present office held                             Employee since
====================================================================================================
<S>                                                                          <C>
David Kenin, Director, Chairman of the Board                                   April 17, 2000
Chief Executive Officer
----------------------------------------------------------------------------------------------------
Bruce Cameron, Director                                                        September 16, 1999
President, Chief Financial Officer and Treasurer
----------------------------------------------------------------------------------------------------
Robert Hunziker, Director                                                      August 16, 1999
Senior Vice President of Corporate Finance, Secretary
----------------------------------------------------------------------------------------------------
Jeffrey Paquin,                                                                May 14, 1999
Director
----------------------------------------------------------------------------------------------------
Alan Gerson,                                                                   July 8, 1999
Director and Vice Chairman of the Board(1)
----------------------------------------------------------------------------------------------------
</TABLE>



                                       45
<PAGE>

<TABLE>
                                                                             Director/Officer/
                     Name and present office held                             Employee since
====================================================================================================
<S>                                                                          <C>

----------------------------------------------------------------------------------------------------
Abe Carmel,                                                                    July 8, 1999
Director
----------------------------------------------------------------------------------------------------
Michael Weisman, Director                                                      January 17, 2000
----------------------------------------------------------------------------------------------------
Donald MacKay,                                                                 May 14, 1999
Senior Vice President and Controller
----------------------------------------------------------------------------------------------------
</TABLE>

(1)  Mr.  Gerson  served as our  Chairman of the Board from  November 1, 1999 to
     April 17, 2000,  and on April 17, 2000, he was  appointed  Vice Chairman of
     the Board.

     The following is a brief biographical  information on each of the officers,
directors and significant employees listed:

     David Kenin,  age 58, was  appointed as our Chairman of the Board and Chief
Executive  Officer on April 17, 2000.  Prior to joining us, Mr. Kenin has served
as an  independent  consultant  for  technology,  sports  rights and  production
companies and international  television through his consulting media firm, Kenin
Partners. Mr. Kenin also serves as member of the Board of Directors of the World
Wrestling Federation.  From 1994 to 1996, Mr. Kenin was President of CBS Sports.
Prior to joining CBS Sports, Mr. Kenin served as Executive Vice President of USA
Networks,  and was  responsible for content and programming for both USA and the
Sci-Fi Channel.

     Bruce Cameron, age 44, has served as our President, Chief Financial Officer
and Treasurer, and a Director since September 16, 1999. Prior to joining us, Mr.
Cameron was Executive  Vice President and Chief  Financial  Officer of Hollywood
Online Inc., a movie-oriented Web publishing company. Prior to joining Hollywood
Online,  Mr.  Cameron  served as Vice President and Manager at Imperial Bank and
First  Interstate  Bank.  Prior to his banking  experience,  Mr.  Cameron held a
senior management consulting position with Gorsey, Hanson & Company from 1986 to
1988.  From 1978 to 1986,  he worked in a variety of  managerial  roles at Price
Waterhouse.  Mr.  Cameron has a Bachelor of Arts  Degree in  Economics  from the
University of California, Los Angeles and is a CPA.

     Robert  Hunziker,  age 55,  has  served as our  Senior  Vice  President  of
Corporate  Finance and a Director since August 16, 1999 and our Secretary  since
March 10,  2000.  Prior to joining us, Mr.  Hunziker  was a Limited  Partner and
Associate  Director  of Bear  Stearns  &  Company  from  1984 to 1991 and a Vice
President  and a Principal of  Oppenheimer  from 1975 to 1984.  Since 1992,  Mr.
Hunziker  has been  self-employed  as a  corporate  advisor and  financier.  Mr.
Hunziker  also serves on the board of directors of Advanced  Gaming  Technology,
Inc. and Chapleau  Resources,  Ltd. Mr.  Hunziker has a M.A.  degree in Economic
History from DePaul University in Chicago.

     Jeffrey Paquin,  age 37, has been a director since May 14, 1999 and was our
President from May 14, 1999 to September 15, 1999. Mr. Paquin is a lawyer and is
currently  President  of  JD  Paquin  Personal  Law  Corporation.  Mr.  Paquin's
corporate  experience  includes  directorships in the following  emerging public
companies:  Broadwater  Development Inc., a natural resource exploration company
listed on the Vancouver Stock Exchange, from 1996 to 1997; Solar



                                       46
<PAGE>

Pharmaceuticals  Ltd.,  a  manufacturer  and  supplier  of medical  devices  and
services formally listed on the Vancouver Stock Exchange, from 1995 to 1998; and
Watson Bell Communications Inc., now Cosworth Ventures,  listed on the Vancouver
Stock Exchange,  from 1993 to 1995. Mr. Paquin was the President and Director of
SportsPrize Inc. from its inception to May 14, 1999.

     Alan  Gerson,  age 53,  has  been a  director  since  July 8,  1999 and the
Chairman  of our Board  from  November  1, 1999 to April 17,  2000,  when he was
appointed Vice Chairman of the Board. Mr. Gerson's experience includes broadcast
and cable television,  e-commerce,  live event marketing,  and the Internet. Mr.
Gerson is a principal and President of Interactive Marketing Inc. Mr. Gerson was
a longtime senior executive at NBC, Inc. and from 1991 to 1994 was the Executive
Vice-President of the Home Shopping  Network.  In 1994, he consulted for various
media,  Interactive  Marketing Inc. and electronic commerce companies.  In 1995,
Mr. Gerson joined Ticketmaster Corp. as Senior  Vice-President of Television and
Business  Development and oversaw  Ticketmaster's  Direct Marketing Division and
the  launch of the  Ticketmaster  Online  store.  In 1996,  Mr.  Gerson  held an
executive  consulting  position with Softbank  Interactive  Marketing.  Prior to
establishing  Interactive  Marketing  Inc.,  Mr.  Gerson served as President and
Chief  Executive  Officer  of  WorldSite  Networks,   Inc.  under  an  executive
consulting arrangement.

     Abe Carmel, age 67, has been a director since July 8, 1999. Since 1986, Mr.
Carmel has lead Carmel Associates LLC, an international  investment banking firm
which  specializes in the financing and marketing of high  technology,  Internet
and telecommunications companies.

     Michael  Weisman,  age 50, has served as a director  of the  Company  since
January  17,  2000.  Mr.  Weisman  is  a  sports   production  and  broadcasting
professional   specializing  in  creating   original  sports  and  entertainment
programming.  Mr. Weisman is currently the producer of Major League Baseball for
Fox Television,  NFL Football and NCAA Basketball for CBS and NBA Basketball for
the Turner Network. Mr. Weisman has won 17 Emmy awards and numerous other honors
for his roles in  television  production.  Mr.  Weisman  served as  President of
National  Mobile  Television  from  1994 to  1998,  President  of  Davis  Sports
Entertainment  from 1992 to 1994;  Executive  Producer of CBS Entertainment from
1990 to 1992; and Executive Producer for NBC's Sports Division from 1983 through
1990.

     Donald MacKay, age 47, was our Chief Financial Officer from May 14, 1999 to
September 15, 1999 and our  Treasurer  from June 30, 1999 to September 15, 1999.
Mr. MacKay has been a Certified  Management  Accountant since 1991. On September
16, 1999, he was appointed Senior Vice President and Controller.  Mr. MacKay was
the Chief  Financial  Officer of Advanced Gaming  Technology,  Inc. from 1995 to
1998; the manager of business  analysis of TCG  International  Inc. from 1994 to
1995; and a senior financial accountant of GLENTEL Inc. from 1989 to 1993.

     Members of the Board of  Directors  are  elected by our  shareholders.  Our
Board  of  Directors  meets  periodically  to  review  significant  developments
affecting our company and to act on matters  requiring Board approval.  Although
the Board of Directors  delegates  many matters to others,  it reserves  certain
powers and  functions to itself.  Our audit  committee is directed to review the
scope, cost and results of the independent  audit of our books and records,  the
results



                                       47
<PAGE>

of the  annual  audit  with  management  and  the  adequacy  of our  accounting,
financial  and  operating  controls;  to  recommend  annually  to the  Board  of
Directors the selection of the independent  auditors; to consider proposals made
by the Registrant's  independent  auditors for consulting work; and to report to
the Board of  Directors,  when so  requested,  on any  accounting  or  financial
matters.

     None of our directors or executive  officers is a party to any  arrangement
or understanding  with any other person pursuant to which said he was elected as
a director or officer.

     None of our  directors  or executive  officers has any family  relationship
with any other officer or director.

     None of our officers or directors have been involved in the past five years
in any of the  following:  (1) bankruptcy  proceedings;  (2) subject to criminal
proceedings  or convicted of a criminal act; (3) subject to any order,  judgment
or decree entered by any court limiting in any way his or her involvement in any
type of business,  securities or banking activities; or (4) subject to any order
for violation of federal or state securities laws or commodities laws.

Section 16 (a) Beneficial Ownership Reporting Compliance

     The  information  set forth  under the  caption  "Election  of  Directors",
"Executive   Officers",   and  "Section  16(a)  Beneficial  Ownership  Reporting
Compliance"  in  SportsPrize's  definitive  Proxy  Statement for its 2000 Annual
Meeting of  Shareholders,  expected to be filed with the Securities and Exchange
Commission on Schedule 14A on or before June 28, 2000 is incorporated  herein by
reference.

Item 11:  Executive Compensation

     The information set forth under the captions  "Executive  Compensation  and
Other  Information" and "Compensation of Directors" in SportsPrize's  definitive
Proxy  Statement  for its 2000 Annual  Meeting of  Shareholders,  expected to be
filed with the Securities  and Exchange  Commission on Schedule 14A on or before
June 28, 2000 is incorporated herein by reference.

Item 12: Security Ownership of Certain Beneficial Owners and Management

     The  information  set forth under the  captions  "Securities  Ownership  of
Certain  Beneficial   Owners"  and  "Securities   Ownership  of  Management"  in
SportsPrize's  definitive  Proxy  Statement  for  its  2000  Annual  Meeting  of
Shareholders,  expected to be filed with the Securities and Exchange  Commission
on Schedule 14A on or before June 28, 2000 is incorporated herein by reference.

Item 13:  Certain Relationships and Related Transactions

     The  information  set forth under the caption  "Certain  Relationships  and
Related  Transactions  between  Management  and the  Company"  in  SportsPrize's
definitive Proxy Statement for its 2000 Annual Meeting of Shareholders, expected
to be filed with the  Securities  and Exchange  Commission on Schedule 14A on or
before June 28, 2000 is incorporated herein by reference.



                                       48
<PAGE>

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

     The  following  financial  statements of the  Registrant  and the Report of
Independent  Certified  Public  Accountants  thereon  are  included  herewith in
response to Item 8 above.

(a)  Consolidated Financial Statements

     Report of Independent Certified Public Accountants

     Consolidated Balance Sheets

     Consolidated Statements of Operations

     Consolidated Statement of Changes in Stockholders' Equity

     Consolidated Statements of Cash Flows

     Notes to the Consolidated Financial Statements

(b)  Exhibits:

     The following Exhibits are filed as part of this report:


Exhibit
Number         Description
------         -----------

 2.1(1)        Articles of Share Exchange

 3.1(1)        Articles of Incorporation of Par Golf, Inc.  effective August 25,
               1995

 3.2(1)        Articles of Amendment to Par Golf, Inc. effective August 21, 1997

 3.3(1)        Articles of Amendment to Kodiak  Graphics  Company  effective May
               21, 1999

 3.4(1)        Articles of Amendment to SportsPrize Entertainment Inc. effective
               June, 1999

 3.5(1)        Bylaws of Par Golf Inc.


                                       49
<PAGE>

Exhibit
Number         Description
------         -----------


10.1(1)        Form of Stock Option Plan

10.2(1)        Form of Stock Option Agreement

10.3(1)        Agreement  and  Plan of  Share  Exchange  by and  between  Kodiak
               Graphics Company and SportsPrize  Entertainment Inc. dated May 7,
               1999

10.4(1)        Escrow  Agreement by and between Kodiak  Graphics  Company of the
               first part,  Randy  Daggitt,  Jeff Paquin,  James Brown,  Michael
               Slater,  Anthony  Vecchio and Gang  Consulting Inc. of the second
               part and Clark, Wilson of the third part, dated May 7, 1999

10.5(1)        Service  Agreement  by and  between  SportsPrize  Inc.  (formerly
               SportsPrize  Entertainment  Inc.) and  Jeffrey D.  Paquin,  dated
               March 1, 1999

10.6(1)        Service  Agreement  by and  between  SportsPrize  Inc.  (formerly
               SportsPrize Entertainment Inc.) and John Thompson, dated March 1,
               1999

10.7(1)        Service  Agreement  by and  between  SportsPrize  Inc.  (formerly
               SportsPrize Entertainment Inc.) and Donald MacKay, dated March 1,
               1999

10.8(1)        Service Agreement by and between  SportsPrize  Entertainment Inc.
               and Olson Cove Consulting, dated March 1, 1999

10.9(1)        Contract by and between  SportsPrize Inc. and Quad-Linq  Software
               Inc.,  dated February 18, 1999 and Addendum thereto dated May 12,
               1999

10.10(1)       Acquisition  Agreement by and between SportsPrize Inc. and Justin
               Tighm  Innovative  Games Inc.,  dated March 1, 1999 and  Addendum
               thereto dated May 21, 1999

10.11(1)       Marketing   Consulting   Agreement  by  and  between  Interactive
               Marketing Inc. and SportsPrize  Entertainment  Inc., dated May 6,
               1999

10.12(1)       Agreement by and between Kaleidoscope Sports & Entertainment, LLC
               and SportsPrize Entertainment Inc., dated May 1, 1999



                                       50
<PAGE>

Exhibit
Number         Description
------         -----------

10.13(1)       Assignment and Assumption  Agreement by and between  Kaleidoscope
               Sports & Entertainment,  LLC and SportsPrize  Entertainment  Inc.
               effective as of May 14, 1999

10.14(1)       Private  Placement  Subscription  Agreement by and between Kodiak
               Graphics Company and Lamplighter  Investments  Ltd., dated May 6,
               1999

10.15(1)       Private  Placement  Subscription  Agreement by and between Kodiak
               Graphics  Company and Strathburn  Investments  Inc., dated May 6,
               1999

10.16(1)       Private  Placement  Subscription  Agreement by and between Kodiak
               Graphics Company and Lamplighter Investments Ltd., dated July 15,
               1999

10.17(1)       Private  Placement  Subscription  Agreement by and between Kodiak
               Graphics Company and Strathburn  Investments Inc., dated July 15,
               1999

10.18(1)       Data and  Service  Agreement  by and  between  Las  Vegas  Sports
               Consultants,  Inc. (dba DBC Sports) and SportsPrize Entertainment
               Inc., dated May 26, 1999

10.19(1)       Agreement  and Contract  for Services by and between  SportsPrize
               Entertainment Inc. and Michael Wiedder, dated June 17, 1999

10.20(1)       Agreement  and Contract  for Services by and between  SportsPrize
               Entertainment Inc. and Ronald Sheridan, dated July 1, 1999

10.21(1)       Letter Agreement by and between  Intershop  Communications,  Inc.
               and SportsPrize Entertainment Inc., dated June 29, 1999

10.22(1)       Master Service  Agreement by and between  Frontier  Global Center
               and SportsPrize Entertainment Inc., dated July 22, 1999

10.23(1)       Letter  Agreement  by and  between  Kodiak  Graphics  Company and
               Sonora Capital Corp., dated May 7, 1999

10.24(1)       Investor   Relations   Agreement   by  and  between   SportsPrize
               Entertainment Inc. and Sonora Capital Corp., dated May 21, 1999



                                       51
<PAGE>

Exhibit
Number         Description
------         -----------

10.25(1)       Letter Agreement by and between  SportsPrize  Entertainment  Inc.
               and FOCUS Partners LLC, dated July 27, 1999

10.26(1)       Internet  Distribution  and  Marketing  Agreement  by and between
               SportsPrize  Entertainment Inc. and Dreams Products,  Inc., dated
               August 6, 1999

10.27(1)       Executive   Employment   Agreement  by  and  between  SportsPrize
               Entertainment Inc. and Bruce R. Cameron, dated September 16, 1999

10.28(1)       Executive   Employment   Agreement  by  and  between  SportsPrize
               Entertainment Inc. and Robert Hunziker, dated August 15, 1999

10.29(1)       Addendum to  Agreement  and  Contract for Services by and between
               SportsPrize  Entertainment Inc. and Michael Wiedder, dated August
               30, 1999

10.30(1)       Proposal Agreement by and between SportsPrize  Entertainment Inc.
               and ShopSports.com, dated September 17, 1999

10.31(1)       Lease Agreement by and between eOfficeSuites Inc. and SportsPrize
               Entertainment Inc., dated September 27, 1999

10.32(1)       Amendment to Assignment and  Assumption  Agreement by and between
               Kaleidoscope  Sports  and  Entertainment,   LLC  and  SportsPrize
               Entertainment Inc., dated September 10, 1999

10.33(1)       Agreement  by and  between  Tridian  Design and  Development  and
               SportsPrize Entertainment Inc., dated August 2, 1999

10.34(1)       Form of Confidentiality Agreement

10.35          Service  Agreement  by and  between  Big  Game  James,  Inc.  and
               SportsPrize Entertainment Inc., dated March, 1, 2000

10.36          Share   Contribution   Agreement   by  and  between   SportsPrize
               Entertainment  Inc., and Pooling  Shareholders,  dated April,  7,
               2000



                                       52
<PAGE>

Exhibit
Number         Description
------         -----------

10.37          Debenture  Purchase  Agreement  dated May 30,  2000 among  Cutter
               Services,  Corp.,  Strathburn  Investments  Inc. and  SportsPrize
               Entertainment Inc.

10.38          Form of 9% Convertible Debenture

10.39          Form of Warrant to Purchase Shares of Common Stock

10.40          Form of Lock Up Agreement effective June 2, 2000.

10.41          Executive  Employment  Agreement  dated  April 10,  2000  between
               Sportsprize Entertainment, Inc. and David Kenin

21.1(1)        List of Subsidiaries of the Registrant

27.1           Financial Data Schedule

---------------------
(1)  Previously filed on December 7, 1999.










                                       53
<PAGE>

                                   SIGNATURES

In accordance  with Section 12 of the  Securities  and Exchange Act of 1934, the
Registrant  caused  this  Annual  Report  to be  signed  on  its  behalf  by the
undersigned, thereunto duly authorized.

Date: June 12, 2000


                                        SPORTSPRIZE ENTERTAINMENT INC.


                                        /s/ Bruce R. Cameron
                                        ----------------------------------------
                                        Bruce R. Cameron
                                        President and Chief Financial Officer




<PAGE>


                         SPORTSPRIZE ENTERTAINMENT INC.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

                        CONSOLIDATED FINANCIAL STATEMENTS

                     February 29, 2000 and February 28, 1999


<PAGE>






                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

Report of Independent Certified Public Accountants                         3

Consolidated Balance Sheets                                                4

Consolidated Statements of Operations                                      5

Consolidated Statement of Stockholders' Equity                             6

Consolidated Statements of Cash Flows                                      7

Notes to Consolidated Financial Statements                                 8





<PAGE>
Accountants and                                            GRANT THORNTON [LOGO]
Management Consultants
Grant Thornton LLP
The US Member Firm of
Grant Thornton International



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders of
SportsPrize Entertainment Inc.


We have audited the consolidated balance sheet of SportsPrize Entertainment Inc.
as of February 29, 2000 and the related  consolidated  statements of operations,
cash flows and stockholders  equity for the year then ended.  These consolidated
financial  statements are the  responsibility of the company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform an audit to obtain  reasonable  assurance  about  whether the  financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
SportsPrize  Entertainment  Inc. as of February 29, 2000,  and the  consolidated
results  of its  operations  and its  consolidated  cash flows for the year then
ended in accordance with accounting  principles generally accepted in the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
the company  will  continue as a going  concern.  As  discussed in Note 1 to the
consolidated  financial  statements,  the company has no  established  source of
revenue and is dependent on its ability to raise substantial amounts of capital.
This raises  substantial doubt about its ability to continue as a going concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.


/s/ Grant Thornton LLP
Irvine, California
March 17, 2000, except for Note 11
         as to which the date is April 7, 2000




                                      - 3 -
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

                           CONSOLIDATED BALANCE SHEETS

                                      as of
<TABLE>
                                                                                  February 29,            February 28,
                                                                                      2000                    1999
                                                                                -----------------      -----------------
                                         ASSETS
<S>                                                                              <C>                      <C>
Current Assets
          Cash and cash equivalents                                              $       484,906          $     34,345
          Portfolio investments (Note 3)                                                  10,339                26,350
          Prepaid expenses and other current                                              74,844                 9,113
                                                                                -----------------      -----------------
                                                                                         570,089                69,808
                                                                                -----------------      -----------------
Capital Assets
          Software development costs                                                     393,997                     -
          Internet equipment                                                             128,358                     -
          Office computers and equipment                                                  53,994                 3,649
          Less: accumulated depreciation and amortization                                (36,741)                 (730)
                                                                                -----------------      -----------------
                                                                                         540,308                 2,919
                                                                                -----------------      -----------------
Other
          Organization costs, net                                                              -                13,475
          Deposits                                                                         8,527                17,000
                                                                                -----------------      -----------------
                                                                                           8,527                30,475
                                                                                -----------------      -----------------
          Total assets                                                           $     1,118,924          $    103,202
                                                                                =================      =================

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
          Accounts payable                                                       $        96,857          $      2,847
          Accrued liabilities                                                            280,084                   484
                                                                                -----------------      -----------------
                                                                                         376,941                 3,331
                                                                                -----------------      -----------------
Commitments and Contingencies (Note 8)                                                         -                     -

Stockholders' Equity (Note 5)
          Preferred stock - $0.001 par value
             authorized 5,000,000 shares
             none issued and outstanding                                                       -                     -
          Common stock - $0.001 par value authorized
             100,000,0000 shares; 19,480,374 and 7,622,110
              issued and outstanding, respectively                                        19,480                 7,622
          Additional paid-in capital                                                   8,053,227               236,374
          Deferred compensation                                                         (590,897)                    -
          Deficit accumulated during the development stage                            (6,739,827)             (144,125)
                                                                                -----------------      -----------------
                      Total stockholders' equity                                         741,983                99,871
                                                                                -----------------      -----------------
                                                                                 $     1,118,924          $    103,202
                                                                                =================      =================
</TABLE>


                 The accompanying notes are an integral part of
                          these financial statements.



                                      - 4 -
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                              for the periods from


<TABLE>
                                                                  Cumulative                                        Inception
                                                                from inception           March 1, 1999            March 6, 1998
                                                               to February 29,          to February 29,          to February 28,
                                                                     2000                     2000                   1999
                                                              -------------------     ------------------       -------------------
<S>                                                                <C>                     <C>                     <C>
Operating expenses
         General and administrative                                $ 6,568,079             $  6,504,743            $   63,336
         Research and development                                      126,488                  126,488                     -
         Depreciation and amortization                                  38,690                   35,260                 3,430
                                                              -------------------     ------------------       -------------------

Loss from operations                                                (6,733,257)              (6,666,491)              (66,766)
                                                              -------------------     ------------------       -------------------
Other income (expense)
         Interest income (expense)                                      60,255                   60,618                  (363)
         (Loss) gain on sale of investments                            (60,362)                  11,093               (71,455)
         Other                                                          (6,463)                    (922)               (5,541)
                                                              -------------------     ------------------       -------------------
                                                                        (6,570)                  70,789               (77,359)
                                                              -------------------     ------------------       -------------------

Net loss for the period                                            $(6,739,827)            $ (6,595,702)           $  (144,125)
                                                              ===================     ==================       ===================
Basic and diluted loss per share                                                           $      (0.38)           $     (0.04)
                                                                                      ==================       ===================
Weighted average shares outstanding                                                          17,389,814             3,515,244
                                                                                      ==================       ===================
</TABLE>




                 The accompanying notes are an integral part of
                          these financial statements.

                                      - 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 February 29, 2000


<TABLE>

                                                                                      Common Stock                Additional
                                                                            ---------------------------------      Paid-in
                                                          Date                   Shares           Amount           Capital
                                                  ----------------------    ------------------ -------------- -------------------
<S>                                                <C>                        <C>               <C>              <C>
Balance at inception - March 6, 1998                                                    -        $     -           $      -

Issuance of common stock
   for cash (net of share issuance                     March 1998-
   costs of $26,187)                                  February 1999             7,622,110          7,622            236,374

Net loss for the period                                                                 -              -                  -
                                                                            ------------------ -------------- -------------------

Balance - February 28, 1999                                                     7,622,110          7,622            236,374

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

Issuance of common stock
   as compensation for services                       March 1, 1999             1,464,465          1,465            211,035
                                                                            ------------------ -------------- -------------------
Subtotal - balance reflecting
   common stock issued in
   reverse merger (Note 5)                                                      9,999,709         10,000            579,033

Common stock held by Kodiak at date of merger         May 14, 1999              7,564,000          7,564             (7,564)

Options granted to IMI as compensation
   for services (Note 6)                               May 6, 1999                      -              -            596,000

Issuance of common
   stock for cash (net of share
   issuance costs of $70,000)                         May 14, 1999              1,666,665          1,666          2,428,332

Issuance of common
   stock for cash (net of share
   issuance costs of $28,000)                         July 27, 1999               250,000            250            971,750

Compensation expense                                  March 1999 -
   for stock options                                  February 2000                     -              -          2,962,676

Options granted to IMI as compensation
   for services (Note 6)                              November 1999                     -              -            523,000


Net loss for the year                                                                   -              -                  -
                                                                            ------------------ -------------- -------------------
Balance - February 29, 2000                                                    19,480,374        $19,480         $8,053,227
                                                                            ================== ============== ===================
</TABLE>


<TABLE>

                                                   Deferred
                                                 Compensation           Deficit               Total
                                                ----------------- --------------------- ------------------
<S>                                              <C>                  <C>                 <C>
Balance at inception - March 6, 1998              $        -           $         -                  -

Issuance of common stock
   for cash (net of share issuance
   costs of $26,187)                                       -                     -            243,996

Net loss for the period                                    -              (144,125)          (144,125)
                                                ----------------- --------------------- ------------------

Balance - February 28, 1999                                -              (144,125)            99,871

Issuance of common stock for cash                          -                     -            132,537

Issuance of common stock
   as compensation for services                            -                     -            212,500
                                                ----------------- --------------------- ------------------
Subtotal - balance reflecting
   common stock issued in
   reverse merger (Note 5)                                 -              (144,125)           444,908

Common stock held by Kodiak at date of merger              -                     -                  -

Options granted to IMI as compensation
   for services (Note 6)                                   -                     -            596,000

Issuance of common
   stock for cash (net of share
   issuance costs of $70,000)                              -                     -          2,429,998

Issuance of common
   stock for cash (net of share
   issuance costs of $28,000)                              -                     -            972,000

Compensation expense
   for stock options                                (590,897)                    -          2,371,779

Options granted to IMI as compensation
   for services (Note 6)                                   -                     -            523,000


Net loss for the year                                      -            (6,595,702)        (6,595,702)
                                                ----------------- --------------------- ------------------
Balance - February 29, 2000                        $(590,897)          $(6,739,827)          $741,983
                                                ================= ===================== ==================

</TABLE>


                 The accompanying notes are an integral part of
                          these financial statements.



                                      - 6 -


<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                              for the periods from

<TABLE>
                                                                     Cumulative                                        Inception
                                                                 from inception to        March 1, 1999 to         March 6, 1998 to
                                                                  February 29, 2000       February 29, 2000        February 28, 1999
                                                                --------------------     -------------------      ------------------
<S>                                                                      <C>                     <C>                  <C>
Cash flows from operating activities:
       Net loss                                                     $ (6,739,827)           $ (6,595,702)              $ (144,125)
       Adjustments to reconcile net loss to net
          cash used in operating activities:
          Depreciation and amortization                                   38,690                  35,260                    3,430
          Loss (gain) on sale of investments                              60,362                 (11,093)                  71,455
          Issuance of common stock for compensation                      212,500                 212,500                        -
          Compensation expense for stock options                       3,490,780               3,490,780                        -
          Other                                                           (9,875)                    922                  (10,797)
       Change in operating assets and liabilities:
          Prepaid expenses                                               (74,884)                (65,771)                  (9,113)
          Deposits                                                        (8,527)                  8,473                  (17,000)
          Organization costs                                                   -                  13,475                  (13,475)
          Accounts payable                                                96,857                  94,010                    2,847
          Accrued liabilities                                            280,084                 279,600                      484
                                                                --------------------     -------------------      ------------------
                                                                      (2,653,840)             (2,537,546)                (116,294)
                                                                --------------------     -------------------      ------------------

Cash flows from investing activities:
       Proceeds from sale of portfolio investments                       231,195                  73,401                  157,794
       Purchases of portfolio investments                               (290,207)                (47,129)                (243,078)
       Software development costs                                       (393,997)               (393,997)                       -
       Purchases of equipment                                           (182,352)               (178,703)                  (3,649)
                                                                --------------------     -------------------      ------------------
                                                                        (635,361)               (546,428)                 (88,933)
                                                                --------------------     -------------------      ------------------

Cash flows from financing activities:
       Proceeds from issuance of common stock                          3,774,107               3,534,535                  239,572
                                                                --------------------     -------------------      ------------------
Net increase in cash and cash equivalents                                484,906                 450,561                   34,345
Cash and cash equivalents at beginning of period                          -                       34,345                        -
                                                                --------------------     -------------------      ------------------
Cash and cash equivalents at end of period                             $ 484,906               $ 484,906                 $ 34,345
                                                                ====================     ===================      ==================
</TABLE>

                 The accompanying notes are an integral part of
                          these financial statements.



                                     - 7 -

<PAGE>


                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     February 29, 2000 and February 28, 1999



1.   Operations and Going Concern

     The company was  incorporated  in the State of Nevada on August 25, 1995 as
     "Par Golf, Inc." with an authorized  share capital of 25,000,000  shares of
     common stock with a par value of $0.001 per share.

     The company was inactive until August 1997,  when it commenced the business
     of advanced graphic  technologies  and services  marketing to the wholesale
     and retail  sectors of the screen,  print and  publication  industries.  On
     August 21,  1997,  the company  amended its Articles of  Incorporation  and
     changed its authorized  share capital to 25,000,000  shares,  consisting of
     20,000,000  shares of common stock with a par value of $0.001 per share and
     5,000,000  shares of preferred  stock with a par value of $0.001 per share.
     On this  date,  the  company  also  changed  its name to  "Kodiak  Graphics
     Company"  (Kodiak).  This business plan was abandoned in the second quarter
     of 1999.

     On May 14,  1999,  pursuant  to a  statutory  share  exchange,  the company
     acquired all of the issued and  outstanding  shares of SportsPrize  Inc., a
     Nevada  corporation  (Note  5).  SportsPrize  Inc.  was in the  process  of
     designing,  developing,  building and operating an Internet site focused on
     the sports and entertainment  sectors of the Internet market. In connection
     with the share  exchange,  the  company's  Articles of  Incorporation  were
     amended on May 21, 1999 to change its name from Kodiak Graphics  Company to
     "SportsPrize Entertainment Inc." (the "Company"). In June 1999, the Company
     further  amended its  Articles of  Incorporation  to increase the number of
     authorized common shares to 100,000,000 shares.

     At the time of the share exchange, Kodiak was a non-operating shell with no
     revenues,  expenses,  assets  or  liabilities.  Prior  to the  acquisition,
     SportsPrize Inc. was engaged in the mineral exploration business and had an
     option to  purchase  mineral  property  rights  located in the  Province of
     Alberta,  Canada.  SportsPrize Inc. elected not to exercise the option, and
     the option  expired  unexercised  on February 11, 1999.  In February  1999,
     SportsPrize Inc. shifted its business strategy from resource exploration to
     developing an Internet business.

     The Company  commenced its Internet  operations on May 14, 1999 through its
     newly  acquired  subsidiary.  However,  it has not yet earned  any  revenue
     therefrom,  and the  technologies and businesses that it intends to develop
     will require cash  significantly  in excess of its current  resources.  The
     ability of the  company to develop  these  technologies  into a  profitable
     Internet  business is dependent on management's  ability to obtain adequate
     additional   capital  and  develop  a  commercially   successful   product.
     Management  plans to raise  approximately  $1  million  through  a  private
     placement in June 2000 and will continue to pursue the additional financing
     necessary to fund its operations.



                                      - 8 -

<PAGE>


                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     February 29, 2000 and February 28, 1999



2.   Significant Accounting Policies

     Consolidation

     These  financial  statements  include  the  accounts of the Company and its
     wholly  owned  subsidiary,  SportsPrize  Inc. (a Nevada  Corporation).  All
     significant  intercompany  transactions  and balances have been eliminated.
     Some balances from the prior year have been  reclassified to conform to the
     current year's presentation.

     Software Development Costs

     The Company has  adopted  AICPA  Statement  of Position  98-1 ("SOP  98-1")
     "Accounting  for the Costs of Computer  Software  Developed or Obtained for
     Internal  Use". In accordance  with SOP 98-1,  the Company has expensed all
     software  development costs incurred while the internal use software was in
     the preliminary  project stage. All testing and design costs incurred up to
     December 29, 1999 were  capitalized  and are included in capital  assets as
     capitalized  software  development  costs.  After the Internet  site became
     operational on December 29, 1999, the Company's  policy has been to expense
     all ongoing software upgrades and maintenance costs.

     The   capitalized   software   development   costs  are  depreciated  on  a
     straight-line basis over three years.

     Cash and Cash Equivalents

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

     Capital Assets

     Capital  assets  are  recorded  at  cost  less  accumulated   depreciation.
     Depreciation  is provided for all capital  assets  using the  straight-line
     method over three years.




                                     - 9 -
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     February 29, 2000 and February 28, 1999


2.   Significant Accounting Policies - Continued

     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.

     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 consolidated 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.

     Financial Instruments

     The company has financial instruments that include cash,  receivables,  and
     payables.  The carrying value of these financial  instruments  approximates
     their fair value.

     Statement of Cash Flows

     For the purpose of the statement of cash flows, the Company  considers cash
     on hand and balances  with banks and highly liquid  temporary  money market
     instruments  with  original  maturities  of three months or less as cash or
     cash equivalents.



                                     - 10 -
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     February 29, 2000 and February 28, 1999


2.   Significant Accounting Policies - Continued

     Deferred Income Taxes

     Deferred  income taxes are provided for temporary  differences  between the
     tax basis of an asset or liability and its reported amount in the financial
     statements  that will  result in  taxable or  deductible  amounts in future
     periods.  Deferred tax assets or liabilities are determined by applying the
     presently  enacted tax rates and laws.  A valuation  allowance  is required
     when it is more  likely than not that some  portion or all of the  deferred
     tax asset will not be realized.

     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.

3.   Portfolio Investments

     All marketable  securities were reclassified  from the category  "Available
     for Sale" at  February  28,  1999 to  "Trading  Securities".  There were no
     unrealized  gains  or  losses  recorded  as of the  reclassification  date.
     Therefore,  there was no  accounting  impact on the Statement of Operations
     for the  reclassification.  Future  unrealized  gains  and  losses  will be
     reported in the  Statement  of  Operations.  Realized  gains and losses are
     recorded by using the specific identification method.

4.   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.

     For  reporting  purposes,  the  historical  information  disclosed  in  the
     accompanying consolidated financial statements 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.



                                     - 11 -
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     February 29, 2000 and February 28, 1999



4.   Re-capitalization - Continued

     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.

5.   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  and 7,622,110  shares were  outstanding as of February 29, 2000
     and February 28, 1999, respectively.  Holders of shares of common stock are
     entitled  to one vote for each  share on all  matters to be voted on by the
     stockholders,  have no cumulative voting rights,  and are entitled to share
     ratably in  dividends,  if any, as may be declared from time to time by the
     Board of Directors. 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 per share 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 of common stock based on the  exchange  rate of 1.7229 in
     connection with the aforementioned reverse merger (Note 4).

     As a result of the  acquisition  of  SportsPrize  Inc.  and of the  private
     placements on May 14, 1999 and July 27, 1999, the Company issued 11,916,374
     restricted shares as defined under the Securities Act of 1933. These shares
     may be sold  only in  compliance  with Rule 144 of the Act,  pursuant  to a
     registration  statement filed under the Act, or other applicable exemptions
     from registration thereunder.



                                     - 12 -
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     February 29, 2000 and February 28, 1999



6.   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 common stock as incentive stock options to 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
     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.
     Had  compensation  cost for the stock option plan been determined  based on
     the fair  value at the grant  date  consistent  with the method of SFAS No.
     123,  Accounting for Stock-Based  Compensation,  the Company's net loss and
     net loss per share would have been the pro forma amounts indicated below:

                                                           For the year ended
                                                            February 29, 2000
                                                         ----------------------

                Actual net loss                             $   6,595,702
                Pro forma net loss                          $   6,932,687

                Actual net loss per share                   $        (.38)
                Pro forma net loss per share                $        (.40)



     The fair value of each option  grant was  estimated at the grant date using
     the  Black-Scholes  option-pricing  model for the year ended  February  29,
     2000,  assuming a  risk-free  interest  rate  ranging  from 5.27% to 6.36%,
     volatility of 30% to 105%, zero dividend  yield,  and an expected life of 2
     to 4 years.




                                      -13-
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     February 29, 2000 and February 28, 1999



6.   Stock Options and Warrants - Continued

     The  Black-Scholes   option  valuation  model  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.

     A summary of the status of the  company's  options as of February  29, 2000
     and changes  during the period from March 6, 1998  (inception)  to February
     29, 2000 is presented below.

<TABLE>
                                                                                  Weighted
                                                         Exercise Price            Average
                                                            Per Share           Exercise Price             Shares
                                                       --------------------  ----------------------  ------------------
        <S>                                              <C>                    <C>                   <C>
        Granted
                    Below FMV                               $.01-2.53                $.74                2,688,000
                    At FMV                                  $.25-2.00                $.76                1,137,000
                                                                                                     ------------------
        Options outstanding at February 29, 2000                                     $.75                3,825,000
                                                                                                     ==================
        Options exercisable at February 29, 2000                                     $.50                3,016,000
                                                                                                     ==================
        Weighted-average fair value of
           options granted during the year                                           $1.33               3,825,000
                                                                                                     ==================

</TABLE>



                                     - 14 -
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     February 29, 2000 and February 28, 1999



6.   Stock Options and Warrants - Continued

     The following table summarizes  information  concerning options outstanding
     at February 29, 2000:

<TABLE>
                                                   Total Outstanding                                Exercisable
                               ---------------------------------------------------------- --------------------------------
                                                     Weighted             Weighted                            Weighted
               Range of                               Average              Average                             Average
               Exercise             Number           Remaining            Exercise             Number         Exercise
                Prices            of Shares            Life                 Price             Of Shares         Price
        --------------------------------------------------------------------------------- --------------------------------
             <S>               <C>                   <C>                <C>                <C>                <C>
              $.01 - .25            2,180,000          2.00                 $  .18              2,169,000      $  .18
              $.50 - .75              525,000          2.00                 $  .56                482,000      $  .56
              $1.00-2.53            1,120,000          2.00                  $1.95                365,000       $2.33
                               -----------------                                          ------------------
                                    3,825,000                                                   3,016,000
                               =================                                          ==================
</TABLE>


     For the year ended February 29, 2000,  compensation  expense recognized for
     stock  based  employee  compensation  related to the grant of  options  was
     $1,397,850.

     The Company granted options to purchase  1,113,000  shares of the Company's
     common stock to  non-employees  during the year ended February 29, 2000 and
     recognized expense related to these options of $973,930. The expense amount
     was determined by the fair value of the options issued calculated using the
     Black-Scholes model.

     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. IMI can exercise these options upon demand for a period of up
     to one year. The Company recorded  $596,000 of compensation  expense during
     the year ended  February  29, 2000 based on the fair value of the  options,
     because the services were performed in the current period.

     In November 1999,  IMI received  additional  fully vested,  non-cancellable
     options  to  purchase  an   additional   200,000   shares  of   SportsPrize
     Entertainment  Inc.  unregistered  common  stock.  IMI can  exercise  these
     options  upon demand for a period of up to one year.  The Company  recorded
     $523,000 of compensation  expense,  based on the fair value of the options,
     in connection with the continuation of the IMI agreement.




                                     - 15 -
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     February 29, 2000 and February 28, 1999



7.   Loss Per Share

     The Company follows Statement of Financial  Accounting Standard No. 128, to
     calculate  Earnings Per Share.  Basic loss per share is computed  using the
     weighted effect of all common shares issued and outstanding.  The following
     table sets forth the  computation of basic and diluted  earnings per share.
     Options to purchase  3,825,000  shares of common stock ranging from $0.01 -
     $2.53 a share were  outstanding at February 29, 2000. Such options were not
     included in the computation of diluted earnings per share because they were
     antidilutive.

<TABLE>
                                                                                               From Inception
                                                                   Year Ended                   March 6, 1998
                                                                February 29, 2000           to February 28, 1999
                                                             ------------------------    ----------------------------
        <S>                                                    <C>                            <C>
         Net loss:                                                ($6,595,702)                   ($144,125)
                                                             ========================    ============================
         Denominator:
            For basic and diluted                                  17,389,814                    3,515,244
            loss per share - weighted
            average shares outstanding
         Basic and diluted loss per common share                       ($0.38)                      ($0.04)
</TABLE>


8.   Commitments and Contingencies

     Employment and Consulting Agreements

     The company has entered into various  employment and consulting  agreements
     that contemplate specific future payments as follows:

                 Year ending February 28,
                 ------------------------
                       2001                              $658,000
                       2002                               350,000
                       2003                                60,000
                                                 --------------------
                                                       $1,068,000
                                                 ====================




                                     - 16 -
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     February 29, 2000 and February 28, 1999


     Sports Tournament

     The  Company  operates a  multi-sport  proprietary  tournament  through its
     Internet site, and awards weekly,  monthly,  quarterly and annual  monetary
     and merchandise prizes to its tournament  participants.  For its Tournament
     2000, the Company has committed to award approximately $1,600,000 in prizes
     during the calendar year. The $1,000,000 Annual Grand Prize will be awarded
     as a twenty-year  annuity that will result in annual payments to the winner
     of $50,000 for 20 years.  This  annuity is  expected to cost  approximately
     $490,000.

     During the calendar year, the Company will incur  approximately  $1,100,000
     in expenses associated with its prizing program.  Accordingly,  the Company
     has accrued  approximately  $176,000 as of February 29, 2000 in  connection
     with this program.

9.   Income Taxes

     No  provision  was made for  Federal  income  tax  since  the  Company  has
     significant net operating loss  carryforwards.  Through  February 29, 2000,
     the Company  incurred net operating  losses for federal income tax purposes
     of approximately  $4,080,000.  Differences  between financial statement and
     tax losses consist  primarily of compensation  expense recorded as a result
     of stock  options  issued to  employees  and  consultants.  The federal net
     operating loss  carryforwards  may be used to reduce taxable income through
     the year 2020. Net operating loss carryforwards for the State of California
     are approximately  $2,040,000 and are generally available to reduce taxable
     income  through  the year  2005.  The  availability  of the  Company's  net
     operating loss carryforwards are subject to limitation if there is a 50% or
     more change in the ownership of the company's stock.

     The  gross  deferred  tax  asset  balance  as  of  February  29,  2000  was
     approximately  $2,513,000.  A 100% valuation  reserve has been  established
     against  the   deferred  tax  assets  as  the   utilization   of  the  loss
     carryforwards cannot reasonably be assured.

10.  Related Party Transactions

     During the year, the Company had the following related party transactions:

     Legal fees paid to a firm for which the Corporate
     Secretary is a principal                                         $ 89,512

     Consulting  fees and value of stock options paid to a
     company for which one of the directors is a principal         $ 1,389,000




                                     - 17 -
<PAGE>

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                     February 29, 2000 and February 28, 1999



11.  Subsequent Events

     On March 1, 2000, the Company signed a Services and  Promotional  Agreement
     with  a  sports   broadcaster   and   former   professional   athlete.   In
     consideration,  the Company has granted this sports  broadcaster and former
     professional  athlete  an option  to  purchase  up to 60,000  shares of the
     Company's  common stock at $0.01 per share.  These options vest immediately
     and expire in one year.  The Company is also  obligated to pay a commission
     equal  to 3% of the  value  of  consideration  paid to or by any  corporate
     sponsor  that  this  former  athlete  facilitates  during  the  term of the
     agreement.

     On April 7, 2000, the founders  agreed to return and the Company  cancelled
     1,895,000 shares of the Company's common stock. These shares were cancelled
     in  connection  with the  issuance  of  1,895,000  stock  options (of which
     600,000  options  were  issued  to IMI - see Note 6) that  were  previously
     issued to certain  employees and consultants.  Consequently,  the Company's
     total outstanding common shares decreased from 19,480,374 to 17,585,374.













                                     - 18 -

<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number         Description
------         -----------

 2.1(1)        Articles of Share Exchange

 3.1(1)        Articles of Incorporation of Par Golf, Inc.  effective August 25,
               1995

 3.2(1)        Articles of Amendment to Par Golf, Inc. effective August 21, 1997

 3.3(1)        Articles of Amendment to Kodiak  Graphics  Company  effective May
               21, 1999

 3.4(1)        Articles of Amendment to SportsPrize Entertainment Inc. effective
               June, 1999

 3.5(1)        Bylaws of Par Golf Inc.

10.1(1)        Form of Stock Option Plan

10.2(1)        Form of Stock Option Agreement

10.3(1)        Agreement  and  Plan of  Share  Exchange  by and  between  Kodiak
               Graphics Company and SportsPrize  Entertainment Inc. dated May 7,
               1999

10.4(1)        Escrow  Agreement by and between Kodiak  Graphics  Company of the
               first part,  Randy  Daggitt,  Jeff Paquin,  James Brown,  Michael
               Slater,  Anthony  Vecchio and Gang  Consulting Inc. of the second
               part and Clark, Wilson of the third part, dated May 7, 1999

10.5(1)        Service  Agreement  by and  between  SportsPrize  Inc.  (formerly
               SportsPrize  Entertainment  Inc.) and  Jeffrey D.  Paquin,  dated
               March 1, 1999

10.6(1)        Service  Agreement  by and  between  SportsPrize  Inc.  (formerly
               SportsPrize Entertainment Inc.) and John Thompson, dated March 1,
               1999

10.7(1)        Service  Agreement  by and  between  SportsPrize  Inc.  (formerly
               SportsPrize Entertainment Inc.) and Donald MacKay, dated March 1,
               1999

10.8(1)        Service Agreement by and between  SportsPrize  Entertainment Inc.
               and Olson Cove Consulting, dated March 1, 1999

10.9(1)        Contract by and between  SportsPrize Inc. and Quad-Linq  Software
               Inc.,  dated February 18, 1999 and Addendum thereto dated May 12,
               1999

10.10(1)       Acquisition  Agreement by and between SportsPrize Inc. and Justin
               Tighm  Innovative  Games Inc.,  dated March 1, 1999 and  Addendum
               thereto dated May 21, 1999


<PAGE>


Exhibit
Number         Description
------         -----------

10.11(1)       Marketing   Consulting   Agreement  by  and  between  Interactive
               Marketing Inc. and SportsPrize  Entertainment  Inc., dated May 6,
               1999

10.12(1)       Agreement by and between Kaleidoscope Sports & Entertainment, LLC
               and SportsPrize Entertainment Inc., dated May 1, 1999

10.13(1)       Assignment and Assumption  Agreement by and between  Kaleidoscope
               Sports & Entertainment,  LLC and SportsPrize  Entertainment  Inc.
               effective as of May 14, 1999

10.14(1)       Private  Placement  Subscription  Agreement by and between Kodiak
               Graphics Company and Lamplighter  Investments  Ltd., dated May 6,
               1999

10.15(1)       Private  Placement  Subscription  Agreement by and between Kodiak
               Graphics  Company and Strathburn  Investments  Inc., dated May 6,
               1999

10.16(1)       Private  Placement  Subscription  Agreement by and between Kodiak
               Graphics Company and Lamplighter Investments Ltd., dated July 15,
               1999

10.17(1)       Private  Placement  Subscription  Agreement by and between Kodiak
               Graphics Company and Strathburn  Investments Inc., dated July 15,
               1999

10.18(1)       Data and  Service  Agreement  by and  between  Las  Vegas  Sports
               Consultants,  Inc. (dba DBC Sports) and SportsPrize Entertainment
               Inc., dated May 26, 1999

10.19(1)       Agreement  and Contract  for Services by and between  SportsPrize
               Entertainment Inc. and Michael Wiedder, dated June 17, 1999

10.20(1)       Agreement  and Contract  for Services by and between  SportsPrize
               Entertainment Inc. and Ronald Sheridan, dated July 1, 1999

10.21(1)       Letter Agreement by and between  Intershop  Communications,  Inc.
               and SportsPrize Entertainment Inc., dated June 29, 1999

10.22(1)       Master Service  Agreement by and between  Frontier  Global Center
               and SportsPrize Entertainment Inc., dated July 22, 1999

10.23(1)       Letter  Agreement  by and  between  Kodiak  Graphics  Company and
               Sonora Capital Corp., dated May 7, 1999

10.24(1)       Investor   Relations   Agreement   by  and  between   SportsPrize
               Entertainment Inc. and Sonora Capital Corp., dated May 21, 1999

<PAGE>

Exhibit
Number         Description
------         -----------

10.25(1)       Letter Agreement by and between  SportsPrize  Entertainment  Inc.
               and FOCUS Partners LLC, dated July 27, 1999

10.26(1)       Internet  Distribution  and  Marketing  Agreement  by and between
               SportsPrize  Entertainment Inc. and Dreams Products,  Inc., dated
               August 6, 1999

10.27(1)       Executive   Employment   Agreement  by  and  between  SportsPrize
               Entertainment Inc. and Bruce R. Cameron, dated September 16, 1999

10.28(1)       Executive   Employment   Agreement  by  and  between  SportsPrize
               Entertainment Inc. and Robert Hunziker, dated August 15, 1999

10.29(1)       Addendum to  Agreement  and  Contract for Services by and between
               SportsPrize  Entertainment Inc. and Michael Wiedder, dated August
               30, 1999

10.30(1)       Proposal Agreement by and between SportsPrize  Entertainment Inc.
               and ShopSports.com, dated September 17, 1999

10.31(1)       Lease Agreement by and between eOfficeSuites Inc. and SportsPrize
               Entertainment Inc., dated September 27, 1999

10.32(1)       Amendment to Assignment and  Assumption  Agreement by and between
               Kaleidoscope  Sports  and  Entertainment,   LLC  and  SportsPrize
               Entertainment Inc., dated September 10, 1999

10.33(1)       Agreement  by and  between  Tridian  Design and  Development  and
               SportsPrize Entertainment Inc., dated August 2, 1999

10.34(1)       Form of Confidentiality Agreement

10.35          Service  Agreement  by and  between  Big  Game  James,  Inc.  and
               SportsPrize Entertainment Inc., dated March, 1, 2000

10.36          Share   Contribution   Agreement   by  and  between   SportsPrize
               Entertainment  Inc., and Pooling  Shareholders,  dated April,  7,
               2000


<PAGE>

Exhibit
Number         Description
------         -----------

10.37          Debenture  Purchase  Agreement  dated May 30,  2000 among  Cutter
               Services,  Corp.,  Strathburn  Investments  Inc. and  SportsPrize
               Entertainment Inc.

10.38          Form of 9% Convertible Debenture

10.39          Form of Warrant to Purchase Shares of Common Stock

10.40          Form of Lock Up Agreement effective June 2, 2000.

10.41          Executive  Employment  Agreement  dated  April 10,  2000  between
               Sportsprize Entertainment, Inc. and David Kenin

21.1(1)        List of Subsidiaries of the Registrant

27.1           Financial Data Schedule

---------------------
(1)  Previously filed on December 7, 1999.