Item 1. - BUSINESS
The Company was incorporated in Minnesota in February, 1959. There were several name changes, and in April, 1988 the name was changed to High Country Ventures, Inc. In October 8, 2000 the name was changed to Spiderboy International, Inc.
The Company was engaged in the business of assisting new prospects in setting up their own retail clothing and shoe stores. Services included store fixtures and beginning inventory, management training and consulting, assistance with the selection of accessories and grand opening.
The Company acted as a holding company for High Country Fashions, Inc., and, on April 29, 1997, abandoned its investment in High Country Fashions, Inc. and approved a transfer of High Country Fashions, Inc. to Continental Casuals, Ltd., a company owned by the Company's President and majority stockholder. The Company recorded a gain on this abandonment and resulting debt cancellation of $1,600,000 because the liabilities of High Country Fashions, Inc. exceeded its assets.
The transaction left the Company with no assets and no business. The Company merged with Spiderboy.com, Inc. on October 12, 2000.
Spiderboy.Com, Inc. is in the business of creating and running the Spiderboy.com search portal on the world wide web. Spiderboy.com search portal acts as an information based web portal. Spiderboy.com will be supported by web designing, hosting, banner advertisements, affiliate marketing and our own e-commerce sites. The main focus of the Spiderboy search portal is to create ad revenue by providing content information from local television guides, newspapers, government entities, hospitals, hotels and airports from around the world. Spiderboy.com currently owns various domain names and already has numerous web portals running in the development stage including a partnership with an online travel agency. Spiderboy.com will also offer web design and hosting facilities at very competitive prices to businesses and build on the relationships to create e-commerce sites for these companies. However, due to the change in the Internet environment, we are phasing out some of our Internet assets and redirecting those resources into a new exciting entertainment division. By entering into the exciting entertainment arena, we will be able to enhance our corporate exposure and the exposure to our various websites to increase market penetration. We have also retained a business consultant and legal adviser and the use of enough professional cameras, recorders, specialty camera lenses, editing equipment, lighting, and studio equipment to conceivably open a professional quality film studio this will enable us to reach our future goals. The studio equipment is of the highest quality and will be used to create a new revenue stream by filming television commercials. We also plan to film music videos and film quality documentaries to be offered to networks. Our entertainment division is also in the process of signing up new singing talent and actors etc.
At April 30, 2002 the Company has one employee, its President. On June 3, 2002 the Company retained the services of a part-time chief operating officer.
Item 2.
Item 2. - PROPERTY
None
Item 3.
Item 3. - LEGAL PROCEEDINGS
None
Item 4.
Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
Item 5.
Item 5. - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company was successful in seeking a market maker to file a form 15C2-11 with the NASD. In 2002 this market maker was notified by the NASD of the approval to develop a public market for Spiderboy International, Inc. common stock on the OTC Bulletin Board. However, there is no assurance that a trading market will develop in the future. Even if a trading market should develop, there is no way of determining what the market price may be at any future time.
At January 21, 2002, there were approximately 381 holders of the Company's issued and outstanding shares of common stock.
The Company has never declared a cash dividend on its Common Stock. The Company has not paid, nor declared, any cash dividends since its inception and does not intend to declare any such dividends in the foreseeable future. The Company's ability to pay dividends is subject to limitations imposed by Minnesota law.
Item 6.
Item 6. - SELECTED FINANCIAL DATA
Fiscal Years Ended April 30, ---------------------------- 2002 2001 2000 ---- ---- ----
Income Statement Data - --------------------- Net Sales $ 196 $ 5,948 $ -- Net Income (loss) $(410,294) $ (88,729) $ (29,314) Per Share Data - -------------- Net Income (loss) $ (.01) $ -- $ --
As of April 30, ------------------------ 2002 2001 2000 ---- ---- ----
Balance Sheet Data - ------------------ Total Assets $ 1,584 $ 34,302 $ 44,815 Total Liabilities $ 416,912 $ 45,336 $ 55,952 Stockholders' (Deficit) $(415,328) $ (11,034) $ (11,137)
Item 7.
Item 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company acted as a holding company for High Country Fashions, Inc., and on April 29, 1997, abandoned its investment in High Country Fashions, Inc. and approved a transfer of High Country Fashions, Inc. to Continental Casuals, Ltd., a company owned by the company's President and majority stockholder. The Company recorded a gain on this abandonment and resulting debt cancellation of $1,600,000 because the liabilities of High Country Fashions, Inc. exceeded its assets.
The transaction left the Company with no assets and no business until the merger with Spiderboy.com, Inc. in October, 2000.
Results of Operations
The Company had limited revenue of $196 and 5,948 from licensing and sales of domain names in the periods ending April 30, 2002 and 2001, respectively. There were no revenues in 2000. Administrative expenses increased to $385,540 in 2002 primarily due to $300,000 accrued for legal fees relating to Marvel Comics opposition of the Company's Spiderboy trademark. This $300,000 obligation was settled June 3, 2002 through the issuance of 3,000,000 shares of the Company's common stock.
Liquidity and Capital Resources
In May 2002 the Company settled $375,186 in accounts payable and notes payable through the issuance of 3,751,855 shares of its common stock to these creditors. The Company feels this debt restructuring and its plan ventures into the entertainment industry will allow it to raise additional debt and equity financing. In 2002 the Company was only able to raise $10,000 in debt financing. In 2001 the Company financed its operations with equity capital, and raised a total of $88,832. The Company intends to raise money through venture capital for further operations, though there are no specific plans for venture capital at this time.
Product Research and Development
The Company does not anticipate conducting product research and development during the next 12 months that would require significant capital.
Purchases or Sale of Plant and Equipment
The Company anticipates that it will not need any purchases of plant or equipment in the near future.
Item 8.
Item 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements are attached following Item 14.
Item 9.
Item 9. - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
Item 10.
Item 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The executive officers and directors of the Company, with a brief description, are as follows:
Name Position - ---- --------
Norman Pardo Chairman, President, CEO, Director
John Bolan CFO, Director
Jim Cullen Director
Kimberly F. Oliver Director
Michael S. Edwards Director
NORMAN PARDO, is the Chairman of the Board, President, and Chief Executive Officer, Spiderboy.Com, Inc. Mr. Pardo is responsible for the development of the Spiderboy.com search engine and will continue to oversee the development of the Spiderboy.com search engine. He is also responsible for developing the new entertainment division. Mr. Pardo is a successful real estate investor and entrepreneur. He is a computer expert in HTML, JAVA, C++ and PROTOCOLS, which has enabled him to build thousands of Internet web pages over the years.
JOHN BOLAN, is the Chief Financial Officer, and a Director of Spiderboy.Com, Inc. since its inception. He is a Certified Public Accountant, Enrolled Agent, Licensed Florida Real Estate Broker, and has practiced as a Public Accountant and Tax Consultant for 30 years. He holds a Masters Degree in Mathematics and Business Administration and a Masters Degree in Business Administration.
JIM CULLEN, is an Account Executive for Reynolds and Reynolds Corporation, Information System Group since 1981. He is responsible for managing and growing a $2,000,000 territory, he sold one of the first electronic forms applications in the country, he introduced and sold leading on-line technology to the current account base, and is responsible for training and developing customer service representatives.
KIMBERLY F. OLIVER, was on the Board of Directors and a part owner of the JBM Group, Inc. a public relations and marketing company. She was, until recently stepping down, the Vice President of Marketing in charge of the marketing representatives, market research and development.
MICHAEL S. EDWARDS, until 1998 Mr. Edwards was the Supervisor of the Second Shift at Avondale Mills, Inc. He was responsible for all production areas on his shift, as well as the payroll and training of all employees on the second shift. He was responsible for maintaining and ensuring sufficient plant output for the second shift.
The directors of the Company are elected annually by the shareholders for a term of one year or until their successors are elected and qualified. The officers serve at the pleasure of the Board of Directors.
Item 11.
Item 11. - EXECUTIVE COMPENSATION.
Mr. Pardo is compensated at $450 per week at present. This salary compensates Mr. Pardo for his services on a part-time basis. As the Company's activities increase and Mr. Pardo devotes more of his attention to the Company it is anticipated this salary will increase.
Item 12.
Item 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information as to the owners of 5% or more of the voting securities, and officers and directors of the new company:
Name of Beneficial Owner Number of Shares % of Ownership - ------------------------ ---------------- --------------
Norman Pardo 27,535,000 62.6%
John Bolan 1,000,000 2.2%
Jim Cullen 60,000 .13%
Michael Edwards 6,000 .013%
Kim Oliver 12,000 .027%
All officers and Directors as a group 28,613,000 65%
NON-OFFICER or DIRECTOR SHAREHOLDERS - ------------------------------------
Kenneth Greenberg 3,000,000 6.8%
Craig Brand 3,000,000 6.8%
Item 13.
Item 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None
PART IV
Item 14.
Item 14. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Attached are the Financial Statements and Independent Auditor's Report on Examination of Financial Statements for the years ended April 30,2002, April 30, 2001, and April 30, 2000
(b) Attached are the following Financial Statement Schedules and Auditors Report.
None
All schedules are omitted because they are not required or are not applicable or the information is shown in the financial statements or notes thereto.
(d) There are no exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated July 29, 2002
SPIDERBOY INTERNATIONAL, INC. by /s/ Mark Norman Pardo -------------------------- Mark Norman Pardo