Pacificap Entertainment Holdings Inc – ‘10SB12G/A’ on 8/2/01

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment No. 4 to Registration Statement             69    391K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT 4 TO
FORM 10-SB

 GENERAL FORM FOR REGISTRATION OF SECURITIES
 OF SMALL BUSINESS ISSUERS

UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934               

 Cavalcade of Sports Media, Inc.
------------------------------------------------------------------------------  
(Name of Small Business Issuer in its charter)

Nevada                                                 33-0766069           
------------------------------------------------------------------------------  
(State or other jurisdiction of                     (I.R.S. Employer            
incorporation or organization)                        Identification)           

12268 Via Latina                  Del Mar, CA                 92914             
------------------------------------------------------------------------------  
(Address of principal executive offices)                    (Zip Code)          

Issuer's telephone number        (858)481-2207                                  
        --------------------------------------

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

Title of each class                      Name of each exchange on which         
to be so registered                      each class is to be registered         

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

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

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

 Common Stock: Par Value, $0.001 Per Share
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(Title of class)        

------------------------------------------------------------------- 
(Title of class)        

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TABLE OF CONTENTS                                                               

PART I                                                                          
                                                                            PAGE

Item 1    Description of Business                                            4  

Item 2    Plan of Operation                                                  9  

Item 3    Description of Property                                           17  

Item 4    Security Ownership of Certain Beneficial Owners and Management    23  

Item 5    Directors, Executive Officers, Promoters and Control Persons      24  

Item 6    Executive Compensation                                            25  

Item 7    Certain Relationships and Related Transactions                    26  

Item 8    Description of Securities                                         27  

PART II                                                                         

Item 1    Market Price of and Dividends on the Registrant's Common Equity       
            and Other Shareholder Matters                                 28

Item 2    Legal Proceedings                                                 29  

Item 3    Changes in and Disagreements with Accountants on Accounting           
          and Financial Disclosure                                        29

Item 4    Recent Sales of Unregistered Securities                           29  

Item 5    Indemnification of Directors and Officers                         31  

FINANCIAL STATEMENTS                                                            

Financial Statements of Cavalcade of Sports Media, Inc. for year ended December 
31, 1999 and December 31, 2000 (Audited by Stefanou & Company, LLP, 1360 Beverly
Road Mclean, Virginia 22101).                                                   

Interim  Condensed  Financial  Statements  of  Cavalcade of Sports  Media,  Inc.
through March 31, 2001 (Unaudited, provided by management).                     

EXHIBIT INDEX                                                                   

No.       Description of Exhibit                                                
---       ----------------------                                                

*3.1 Certificate of Incorporation of Tren Property Corp., filed July 29, 1997 in
Delaware.                                                             

*3.2  Articles of Incorporation of Gemma Global, Inc., filed July 22, 1997 in   
Nevada.                                                             

*3.3  Reorganization Agreement between Tren Property Corp. and Edward E. Litwak,
dated January 1, 1998.                                              

*3.4  Certificate of Amendment to the Certificate of Incorporation of Tren      
 Property Corp., changing its corporate name to Gemma Global, Inc. and
increasing capital structure, filed February 23, 1998 in Delaware.  

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*3.5  Certificate of Ownership and Merger of Gemma Global, Inc. (a Nevada       
    Corporation) with and into Tren Property Corp. (a Delaware Corporation),
filed February 23, 1998 in Delaware.                                

*3.6 Articles/Certificate of Merger of Gemma Global, Inc. (a Nevada Corporation)
   with and into Gemma Global, Inc. formerly Tren Property Corp. (a Delaware
Corporation) filed March 4, 1998 in Nevada.                           

*3.7  Articles of Incorporation of Gemma Global, Inc., filed March 5, 1998 in   
Nevada.                                                               

*3.8  Articles/Certificate of Merger (re-domestication) of Gemma Global , Inc.  
    (Delaware) with and into Gemma Global, Inc. (Nevada) filed April 21, 1998.

*3.9  Articles of Amendment to the Articles of Incorporation of Gemma Global,   
    Inc., changing name to Pioneer2000, Inc. and increasing capital structure,
filed March 4, 1999 in Nevada.                                        

*3.10 Certificate of Incorporation of Cavalcade of Sports Network, Inc., filed  
June 22, 1998 in New York.                                            

*3.11 Articles of Incorporation of Global Group International, Inc., filed March
23, 1999 in Nevada.                                                   

*3.12Certificate of Designation, Powers, Preferences and Rights of 1999-Global  
 Group Series of Convertible Preferred Stock, filed December 14, 1999 in
Nevada.                                                               

*3.13 Articles of Amendment to the Articles of Incorporation of Pioneer2000,    
    changing corporate name to Cavalcade or Sports Media, Inc., filed December
17, 1999 in Nevada.                                                   

*3.14 Articles of Merger of Cavalcade of Sports Network, Inc. (New York) with   
    and into Cavalcade of Sports Media, Inc. (Nevada), filed December 22, 1999
in Nevada.                                                            

*3.15 Certificate of Merger of Cavalcade of Sports Network, Inc. with and into  
Cavalcade of Sports Media, Inc., filed December 30, 1999 in New York. 

*3.16 Bylaws of the Registrant.                                                 

*4.1  Subordinated Capital Note, Sample Copy                                    

*4.2   Promissory Note                                                          

*10.1 Indemnification Agreement with Edward E. Litwak                           

*10.2 Indemnification Agreement with Nicolas Lagano, Jr.                        

*10.3 Indemnification Agreement with Carol Conners                              

*10.4 Indemnification Agreement with Michael Haynes                             

*10.5 Indemnification Agreement with Don Parson                                 

*10.6 Indemnification Agreement with Dennis Murphy                              

*10.7 Indemnification Agreement with Edwin Rue                                  

*10.8 License Agreement with Jennifer Gucci                                     

*10.9 License Agreement with Gemma Gucci                                        

*10.10 Assignment of License Agreements to Gemma Global, Inc.                   

*10.11 Gemma Global, Inc. Assignment of License Agreements to Global            
International, Inc.                                               

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*10.12 Consulting and Compensation Agreement with Robert Bubeck and             
Thomas O'Donnell                                                  

*10.13 License  Agreement  with Soccer Camps of America,  Inc. and Cosmos Soccer
Club, Inc.                                                        

10.14 License Agreement with Sekani, Inc.                                       

23.1  Consent of Counsel                                                        

-----------------------------                                                   
*   Previously filed with 10-SB                                                 

PART 1                                                                          

ITEM 1.  DESCRIPTION OF BUSINESS                                                

Business Development                                                            

Cavalcade of Sports Media, Inc. ("we","us", "Cavalcade" or "the Company",) is a 
development stage company and is engaged in the nostalgic sports entertainment  
business. The Company plans to provide around the clock broadcasting from our   
library of nostalgic sports film and footage (referred herein sometimes as      
"nostalgic content") 24 hours per day, 7 days per week, transmitted via: (i)    
direct broadcast satellite ("DBS"); (ii) TVRO (Television Receive Only, or      
C-Band); and (iii) existing cable networks, with an initial focus on the digital
cable market. Our nostalgic content will be marketed to sports fans wishing to  
add our channel to their existing home dish programming package or cable        
programming package.                                                            

Our program format will feature both college and professional sports, as well as
international sports competitions of many varieties, with emphasis on the more  
popular sports, such as baseball, football, basketball, hockey and boxing.      

There have been no bankruptcy, receiverships, or similar proceedings by or      
against the Company.                                                            

The Company's principal executive offices are located at 12868 Via Latina, Del  
Mar, California 92014. Our telephone number at that office is (858) 481-2207 and
our facsimile number is also (858) 481-2207.                                    

Business of the Issuer                                                          

Our general business plan is to provide an array of nostalgic sports programming
("nostalgic content" or "films") 24 hours per day, 7 days a week. Although we   
initially intended to market our sports channel directly to home satellite dish 
owners and cable viewers on a subscription basis, management has concluded that 
a stronger business model would be one that is distribution and advertising     
driven.                                                                         

In March of 2001, we signed a consulting agreement with Robert Bubeck and Thomas
O'Donnell. After the contract was executed, Mr. O'Donnell asked that Lynrow     
Associates, LLC, a limited liability company of which Mr. O'Donnell is a        
manager, replace Mr. O'Donnell in the consulting agreement, and the agreement   
was so modified. Both Messrs. Bubeck and O'Donnell possess substantial          
experience with, and contacts in, the television network distribution business, 
and they will assist us in obtaining subscribers for the vintage sports         
television network. We have appointed Messrs. Bubeck and O'Donnell as our       
exclusive outside distribution outlet sales representatives for the calendar    
year 2001. During the calendar year 2001, we will market and sell our vintage   
sports network with the efforts of our own management and consultants, but it is
our intention not to appoint or hire any other outside representative during    
2001.                                                                           

As of March 31, 2001, we had acquired approximately 480 hours of nostalgic      
content and have transferred most of that content to Beta-SP format for         
broadcasting. Additionally, we have licensed approximately 700 hours of         
nostalgic content. By year-end 2001, we project that our content holdings will  
exceed 4,500 hours. It is our objective to acquire and/or license 10,000 hours  
of nostalgic content for ongoing broadcasting. Although we will offer sports    
footage of almost every variety, we will have a strong emphasis on popular      
sports, such as baseball, football, basketball, hockey and boxing.              

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Sources of our programming include, but are not limited to the following:       

a.    The International Bowling Museum and    
Hall of Fame;                     
b.    Donald Gray Drewry & Michael Paul       
Gammon;                           
c.    Michael Levin;                          
d.    MacDonald & Associates                  
e.    William Roman                           
f.    C/F International- Burt Rosen;          
g.    Vito Stasiunaitis;                      
h.    Herschel "Chuck" Thornton;              
i.    Stock Video;                            
j.    Soccer Camps of America;                
k.    Sekani, Inc.                            

Copyright Clearing Process                                                      

Prior to airing any of our acquired films, we will either make a determination  
that the films are in the "public domain" or we will obtain licenses on films   
that are copyrighted or otherwise owned by others. Our method of research to    
determine ownership interest, if any, involves our making a comparison of titles
of acquired films and footage with those listed with the United States Copyright
Office. According to the United States Copyright Office, the phrase "public     
domain" refers to works that belong to the public, and are free for anyone to   
use without permission and without paying royalties. Works can be in the public 
domain for a variety of reasons, such as: (i) term of copyright protection has  
expired; (ii) the work was "non-registered"; (iii) the work was not eligible for
copyright protection in the first place; or (iv) the copyright owner has given  
the copyright in the work to the public.                                        

In investigating the copyright status of films first published (or aired) prior 
to January 1, 1978, which accounts for the vast majority of our holdings, we    
followed the research method recommended by the United States Copyright Office  
by first identifying whether or not the work had a "notice of copyright" on     
file. Titles of films from after 1978 were checked in the year they were aired, 
as well as in a current database to determine whether initial registrations or  
renewals have taken place, which was also a method recommended by the Copyright 
Office. As a general rule, copyright protection is lost if the notice was       
omitted from the first authorized published edition of a work. All titles in the
Cavalcade library have been cleared with the U.S. Library of Congress by a      
copyright search firm. It was determined that all but four titles were          
"non-registered" and therefore, in our opinion, in the public domain. Those     
titles for which registrations were determined were removed from the list, and  
will be either removed prior to distribution or airing from the Cavalcade       
library, or license agreements will be sought from the owners. This research was
conducted by the Law Firm of Andrea Cataneo Ltd.                                

Our nostalgic sports channel will be marketed through a variety of selling and  
advertising methods, primarily by companies that are in the business of         
combining packages of channels for cable and home-dish owners and subscribers.  
These companies are often called "packagers" or "aggregators" and they generally
offer a variety of program packages designed for a potential subscriber's       
viewing preferences. The Company has signed a letter of intent and is finalizing
an agreement with OlympuSat, an independent supplier of digital entertainment   
content. OlympuSat is a division of Ocean Communications, Inc., a clearinghouse 
for cable networks to obtain distribution on cable systems throughout the United
States.                                                                         

We have not yet generated any revenue, and do not expect to generate revenue    
until our second year of operation, or before the fourth quarter of 2001. Our   
expectation is based on the abilities of our consultants, Messrs. Bubeck and    
O'Donnell, to effectively market Cavalcade to program packagers.                

The Market                                                                      

Television Sports                                                               

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It is Managements' opinion that the market for television sports is growing.    
Management has observed an increase in sports channel subscriptions over the    
past decade, as well as an increase in the number of sports programming         
channels. Statistical information to support this view is available from the    
Cabletelevision Advertising Bureau or "CAB" (See Cabletelevision Advertising    
Bureau, CAB's 2001 Cable TV Facts, (2001).                                      

Digital Cable TV Market                                                         

The term "Digital Cable TV" refers to cable television transmitted through      
digital cable set-boxes which, through a digitally compressed signal, provides  
viewer access to up to 500 channels; significantly more channels than the 75 to 
80 available through analogue boxes. The number of digital cable set-boxes is   
projected to grow rapidly during the next several years to meet the increase in 
demand for more channels. A comprehensive study was conducted by Tech Trends,   
Inc., which concluded, among other things, that digital cable set-top boxes will
be deployed by the leading cable operators at an increase of up to 600% See     
Digital Cable Set-Top Boxes: North American Developments in 2000-2001.          

The Satellite Home Dish Market                                                  

Additionally, we believe that existing home dish owners represent potential     
prospects for our services. Multichannel News reported, in its July 7, 2000     
issue, that in the United States alone, the number of home dishes has increased 
from 3.5 million in 1993 to more than 15 million currently. That article also   
noted that of the 15 million dishes, the vast majority, estimated at about 14   
million, are direct broadcast satellite ("DBS") dishes. DBS describes a         
satellite service with frequency allocation and wide spacing between satellites 
that generally permits higher powered transmissions than their satellite        
services and allows for reception with a small, 18-24 inch satellite dish). DBS 
usage is projected to reach over 20 million by the year 2002 at a rate of over  
15% per year. The DBS subscriber base has grown significantly since 1998,       
according to numerous sources, including a recent cover story in USA Today (see 
article by David Lieberman, DirectTV Stays Step Ahead of Cable, USA Today,      
August 14, 2000, Section B, page 1.)                                            

The three satellite leaders in the DBS industry, DirectTV, PrimeStar and        
Echostar, have been enjoying rapid and steady growth over the past four years.  
EchoStar Communications Corp.'s Dish Network signed its four millionth customer 
in early April of 2000, and it continues to sign approximately 100,000 new      
subscribers each month. DirectTV claims on its website that it has more than    
9,000,000 subscribers.                                                          

It is our opinion that growth of the home dish market has lead to a proportional
increase in the need for programming. Those in the business of selling home     
dishes have steadily been adding programming choices and new channels to their  
repertoires for their expanding customer bases, and the search for new content  
is continuous. Since the relatively recent advent of the more affordable 18"    
dish nd the accompanying programming packages, sales of satellite dishes have   
increased dramatically. Based on the rising subscription levels of sports-only  
channels, we believe that significant portions of home dish purchasers have made
their purchase expressly for watching sports.                                   

Background of Broadcast Satellites:  DBS and TVRO                               

DBS                                                           

DBS is broadcast by medium and high-powered satellites operating in the         
microwave KU band. These high-powered, high frequency satellites make it        
possible for the signals to be picked up on a small dish of 18 inches. Digital  
compression makes it possible to have many channels on a single satellite. Among
the current DBS systems that are operating in the U.S. are DSS, DISH Network,   
and PrimeStar. The DSS and DISH Network systems both have 18 inch satellite     
dishes. PrimeStar has a 3-foot satellite dish. One of the big advantages of DBS 
systems is that the small dish does not have to move.                           

TVRO                                                          

The first satellite television systems for the consumer were TVRO (Television   
Receive Only) satellite systems. TVROs (sometimes referred to as Big Dish TV,   
Full view, C Band Satellite TV, and BUD) began sprouting up all over the U.S. in
the late 1970s and early 1980s, and are characterized by big dishes that are    
usually 6-12 feet across. TVRO systems receive television signals from C-Band   
satellites. A C-Band satellite has 24 channels (transponders) on each satellite.
There are over 20 C-Band satellites that may be received in the continental     
United States. A TVRO satellite system must have a movable dish in order to     
access the signals from so many satellites. Even though most news and           
advertising involves the small dish DBS systems, TVRO is still in use. The      
biggest variety of programming in satellite television is available through     
TVRO. Cable TV programming is available to the TVRO owner, along with           
programming that is usually not available to cable TV subscribers.              

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Competition                                                                     

We believe that there are two major areas of competition for our business.  They
are:                                                                            

(i)  cable sports networks, both national and regional; and           

(ii) satellite packages that rely on sports to sell hardware.         

The cable sports networks fall into two distinct categories:                    

          o    Those that are  available on basic cable  service,  such as ESPN,
ESPN2 and TURNER, and;                            

          o    Those which are  premium  channels,  such as MSG,  SPORTSCHANNEL,
               PRIME NETWORK. Basic service is free, and viewers pay for premium
               services.  Satellite  service  presents  a third  area of  direct
competition.                                      

Basic Service                                                 

The basic service networks carry mostly sports events of the major league       
variety, and also have commentators, or "talking heads" providing sports, news  
and interview programs. There is virtually no historic or nostalgic element to  
this type of programming. The thrust of this programming lies in current events.
These basic services are advertiser-supported, which means that the only        
revenues generated by basic service networks are derived from advertising fees. 

Premium Service                                               

The premium channels rely on exclusive programming of major league home teams in
their immediate marketing areas. Fans of other teams and other sports are not   
considered in the programming formats of these premium channels. As with basic  
service, there is no nostalgic element to this programming. These services rely 
on viewer subscriptions, coming directly from the consumer.                     

Satellite Service                                             

Companies that offer satellite dish program/viewing packages are concerned      
initially with software sales. Providers of this service tend to be more willing
to give away hardware to sell the software, with the rationale that the hardware
is a one-time sale, but the software (i.e., programming) can be sold again and  
again. With satellite service, there are ongoing "use" revenues, and in         
addition, consumers may continually purchase new programming, thereby increasing
revenues to satellite service providers.                                        

The success of this approach is well documented. The growth of the satellite    
dish business and the attendant growth of the dish programming business have    
been steady and rapid. The sales of 18" home dishes have grown from an          
insignificant number to well over 15 million to date, and growing at a rate of  
15% per year.                                                                   

Scheduled Programming                                                           

Our 24 hour per day, seven day per week programming schedule will include a     
12-hour broadcast of predefined sports programming offered twice daily via cable
networks and satellite transmission.                                            

The programs will be categorized into short form and long form programs. The    
short form will consist of half-hour and one-hour programs, stripped (without   
commercial interruptions) on a five-day per week basis. These programs generally
consist of previously televised programs or events from the 1950's, 1960's and  
early 1970's, shown exactly as they were seen on the air during their original  
runs. The long form programs will consist of complete games of the featured     
sport of the evening. Basketball and football (both college and professional)   
baseball and hockey, will be broadcast as complete and unedited shows, exactly  
as they were played at the time.                                                

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Scheduling will be similar to the broadcast and cable networks presently on the 
air, in that subscribers will be able to find his or her favorite program at the
same time of day and day of the week.                                           

Pricing Structure                                                               

For our distribution based model, we will charge a per viewer amount based upon 
the total number of viewers.                                                    

Our sports channel will also be offered to subscribers for between three dollars
and four dollars per month for cable viewers and TVRO (C-Band) renters or       
owners, and thirty to forty cents per month to existing DBS renters or owners.  
Our service will be considered an add-on to existing cable and satellite program
packages. Additionally, we will offer specials on a pay-per view basis.         

Advertising and Promotion                                                       

As part of their consulting services, Messrs. Bubeck and O'Donnell will identify
an advertising and sales organization for us and assist us in negotiating and   
contracting with the selected entity on a revenue sharing basis. Additionally,  
we will approach entities, such as packagers and aggregators, that are in the   
business of offering blocks of channels, sometimes called "suites" to cable     
companies and providers for direct sales to consumers. A suite of channels can  
be presented to cable companies as a group through a digitally compressed       
signal.                                                                         

We will promote Cavalcade of Sports Media, Inc. as a high quality, low cost     
compliment to programming already in the marketplace. Our content and format are
geared to sports fans young and old, and we will use a combination of           
advertising and marketing media to reach our target market.                     

One source for new subscribers will be existing DBS owners. Presently, we are in
negotiation with several satellite companies, looking toward establishing a     
cross-promotional arrangement. Additionally, we are pursuing business alliances 
with programming packagers that already deal with a strong viewing customer     
base. Programming packagers consistently offer enhancements or add-ons to their 
existing cable-users or satellite owners or renters, and many such companies    
even provide hardware and software packages.                                    

Our programming schedule for our subscribers will be planned up to three months 
in advance, and will be mailed out to our subscribers as part of their monthly  
dish or cable guide. Additionally, local newspaper advertising in major markets,
radio and television coverage and talk show coverage is planned.                

Our objective is to use advertising to generate direct sales, and to actively   
and aggressively pursue programming packagers. Additionally, as our business    
develops, we will hire a customer service staff that will also function as an   
outbound telemarketing department. Calls will be made to dish owners and cable  
subscribers to offer free weekend promotions to prospective subscribers.        
Television Production Studio                                                    

We have recently come to an informal agreement with Steel Productions, Inc., a  
television production and post production recording facility located in         
Manhattan. We will use the studio facilities to record and produce banners,     
introductions, station identification promotions, etc.                          
Future Developments                                                             

With the development and proliferation of high-speed computer down loaders, we  
plan to offer our programming services via webcast; essentially providing our   
entire programming network on the Internet. This service will be offered on a   
pay-per-view basis. We believe this medium will be readily accepted in the      
marketplace as a real- time delivery version of our programming services.       

Revenue Generation                                                              

Generation of revenue will come primarily from advertising, distribution and    
direct subscriptions sales. Our advertising revenues will come from             
advertisements (commercials), Direct Response (short advertisements which       
provide an opportunity for a phone-in or mail in purchase) and Infomercials that
will run from 3:00 a.m. to 6:00 a.m., and from 6:00 a.m. through 9: a.m. The    
size of our subscriber base will determine the rate at which we can charge for  
advertising.                                                                    

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We plan to sell subscriptions into three definitive markets: (i) to new or      
existing DBS owners; (ii) to new or existing TVRO (C- Band) transmission via    
satellite; (iii) to new or existing cable subscribers. Additionally we will     
generate revenue through sponsors and advertising on cable networks.            

Organization and Historical Background                                          

During the period from March of 1998 through March 1999, the Company sought to  
develop a shoe manufacturing, sales and distribution business. Although the     
Company had License Agreements to manufacture and market women's shoes, the     
Company was unable to secure the financing necessary to initiate operations. In 
March 1999, the Company's management determined that the Company did not have   
the financial resources to develop the planned shoe business. The Company began 
to seek additional and/or alternative businesses for the Company. Discussions   
with various potential investor groups and acquisition candidates commenced,    
although nothing specifically materialized. During March, 1999, the Company,    
Then still named Gemma Global, Inc., determined that it would change its        
business plan and restructure itself as a holding company, to acquire various   
businesses and entities, without limitation as to business purpose or scope, and
to finance, manage and grow such acquisitions with the intent to distribute such
businesses, in whole or in part, upon their reaching of maturity. The Company   
entered into negotiations with a potential investor group which included the    
restructuring of the Company and the abandonment of the shoe apparel business . 
Certain members of the Company's management and consultants who had sought to   
develop the shoe business wished to continue its development, although in March,
999, the shoe business had no operations or material assets and was in default  
under the terms of License Agreements. To accomplish such restructuring and to  
allow those members of management and the outside consultants who wished to     
continue developing the shoe apparel business, the Company (a) authorized the   
organization of a subsidiary named Global Group International, Inc. which was   
formed in Nevada on March 23, 1999 to receive the Company's inactive shoe       
apparel business segment and (b) changed its own name to Pioneer2000, Inc., a   
name selected by the potential investor group. The Company designated a series  
of preferred stock for the newly formed Global International, Inc. called the   
1999- Global Group Series in preparation for a distribution of the shoe apparel 
business segment to the holders of the preferred stock. The designation provided
that the preferred shares were convertible into 855,000 shares of Common Stock  
of Global Group International, Inc. The shares of the preferred stock were      
distributed to designated members of the Company's management and consultants.  
At the time of the distribution of the preferred stock, the shoe business's     
liabilities exceeded its assets, had no operations and was in default under     
terms of the License Agreements for non-payment of the minimum annual royalties.
The Company's Board of Directors valued the preferred shares at $.001 per share 
(subsequently, as of December 31, 2000 the licenses were cancelled for          
non-payment of the royalties). The potential investor group did not pursue its  
investment in the Company and the Company ceased operations until September     
1999, at which point Cavalcade of Sports Network, Inc., a company formed under  
the laws of the state of New York presented the Company with an opportunity to  
redirect its efforts. At a Company Directors meeting in September of 1999 our   
Board resolved that it was in our best interest, and in the best interest of our
shareholders, to enter the nostalgic sports entertainment business. On December 
17, 1999, we amended our Articles of Incorporation to change our name to        
Cavalcade of Sports Media, Inc., and on December 22, 1999, Cavalcade of Sports  
Network, Inc., a New York corporation, was merged with and into the Company,    
leaving Cavalcade of Sports Media, Inc., the Nevada corporation, as the         
survivor. A mirror Certificate of Merger was filed in New York on December 30,  
1999. Subsequent to the Company's decision to enter its current business, the   
holders of 1999-Global Group Series of Preferred Stock elected to convert their 
855,000 shares to Common Stock, valued at $855, of Global International, Inc. in
September 2000. At the time of the conversion and disposal of the shoe business 
segment, the segment had liabilities in excess off its assets and had no        
operations and continued to be in default under the terms of the License        
Agreements. As a result of the conversion, the Company's interest in Global     
Group International, Inc. was reduced from 100% to zero.                        

ITEM 2.  PLAN OF OPERATION                                                      

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties about us, our current and planned products, 
our current and proposed marketing and sales, and our projected results of      
operations. There are several important factors that could cause actual results 
to differ materially from historical results and percentages and results        
anticipated by the forward-looking statements. The Company has sought to        
identify the most significant risks to its business, but cannot predict whether 
or to what extent any of such risks may be realized nor can there be any        
assurance that the Company has identified all possible risks that might arise.  
Investors should carefully consider all of such risks before making an          
investment decision with respect to the Company's stock. In particular,         
investors should refer to the section entitled, "Risk Factors that May Affect   
Future Results and Market Price of Stock".                                      

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The following discussion and analysis should be read in conjunction with our    
financial statements and summary of selected financial data for Cavalcade of    
Sports Media, Inc. This discussion should not be construed to imply that the    
results discussed herein will necessarily continue into the future, or that any 
conclusion reached herein will necessarily be indicative of actual operating    
results in the future. Such discussion represents only the best present         
assessment from our Management.                                                 

Overview                                                                        

Results of Operations                                                           

The Company is in the e development stage and is seeking to acquire and market  
retired sporting footage and events, which have been transferred to digital or  
Beta- SP format, for delivery to consumers and businesses via satellite and     
cable transmission. The risks specifically discussed are not the only factors   
that could affect future performance and results. In addition the discussion in 
this registration statement concerning us, our business and our operations      
contain forward-looking statements. Such forward-looking statements are         
necessarily speculative and there are certain risks and uncertainties that could
cause actual events or results to differ materially from those referred to in   
such forward- looking statements. We do not have a policy of updating or        
revising forward-looking statements and thus it should not be assumed that      
silence by our Management over time means that actual events or results are     
occurring as estimated in the forward-looking statements herein.                

As a development stage company, we have yet to earn revenues from operations. We
may experience fluctuations in operating results in future periods due to a     
variety of factors including, but not limited to, market acceptance of our      
sports channel and nostalgic content, our ability to acquire and deliver high   
quality products at a price lower than currently available to consumers, our    
ability to obtain additional financing in a timely manner and on terms favorable
to us, our ability to successfully attract customers at a steady rate and       
maintain customer satisfaction, our promotions, branding and sales programs, the
amount and timing of operating costs and capital expenditures relating to the   
expansion of our business, operations and infrastructure and the implementation 
of marketing programs, key agreements, and strategic alliances, the number of   
products offered by us, the number of cancellations we experience, and general  
economic conditions specific to the transferring of previously televised        
material onto Beta- SP, the broadcasting of nostalgic content, and the          
entertainment industry.                                                         

As a result of limited capital resources and no revenues from operations from   
its inception, the Company has relied on the issuance of equity securities to   
non-employees in exchange for services. The Company's management enters into    
equity compensation agreements with non-employees if it is in the best interest 
of the Company under terms and conditions consistent with the requirements of In
accordance with statement of Financial Accounting Standards No. 123, "Accounting
for Stock Based Compensation." In order conserve its limited operating capital  
resources, the Company anticipates continuing to compensate non-employees for   
services during the next twelve months. This policy may have a material effect  
on the Company's results of operations during the next twelve months.           

Revenues                                                                        

We have generated no operating revenues from operations from our inception. We  
believe we will begin earning revenues from operations in our second year of    
operation as the Company transitions from a development stage company to that of
an active growth and acquisition stage company.                                 

Costs and Expenses                                                              

From our inception through March 31, 2001, we have not generated any revenues.  
We have incurred losses of $ 1,877,462 during this period. These expenses were  
associated principally with equity-based compensation to employees and          
consultants, product development costs and professional services.               

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Liquidity and Capital Resources                                                 

As of March 31, 2001, we had a working capital deficit of $ 1,599,092 As a      
result of our operating losses from our inception through March 31, 2001, we    
generated a cash flow deficit of $ 966,425 from operating activities. Cash flows
used in investing activities was $ 122,063 during the period July 29, 1997      
through March 31, 2001. We met our cash requirements during this period through 
the private placement of $ 79,000 of common stock, $ 706,950 from the issuance  
of capital and other notes (net of repayments), and $ 317,453 from advances from
the Company's President.                                                        

While we have raised capital to meet our working capital and financing needs in 
the past, additional financing is required in order to meet our current and     
projected cash flow deficits from operations and development. We are seeking    
financing in the form of equity in order to provide the necessary working       
capital. We currently have no commitments for financing. There is no guarantee  
that we will be successful in raising the funds required.                       

We believe that our existing capital resources will be sufficient to fund our   
current level of operating activities, capital expenditures and other           
obligations through the next 12 months. However, if during that period or       
thereafter, we are not successful in generating sufficient liquidity from       
operations or in raising sufficient capital resources, on terms acceptable to   
us, this could have a material adverse effect on our business, results of       
operations liquidity and financial condition.                                   

The independent auditors report on the Company's December 31, 2000 financial    
statements included in this Registration Statement states that the Company's    
recurring losses and default under its debt obligations raise substantial doubts
about the Company's ability to continue as a going concern.                     

Product Research and Development                                                

We do not anticipate performing research and development for any products during
the next twelve months.                                                         

Acquisition or Disposition of Plant and Equipment                               

We do not anticipate the sale of any significant property, plant or equipment   
during the next twelve months. We do not anticipate the acquisition of any      
significant property, plant of equipment during the next 12 months, other than  
computer equipment and peripherals used in our day-to-day operations. We believe
we have sufficient resources available to meet these acquisition needs.         

Number of Employees                                                             

From our inception through the period ended March 31, 2001, we have relied on   
the services of outside consultants for services and had no employees. In order 
for us to attract and retain quality personnel, we anticipate we will have to   
offer competitive salaries to future employees. We anticipate an employment base
of two (2) full and part time employees during the next 12 months. These        
employees will be Ed Litwak, our President and Director and an Administrative   
Assistant. The Company has entered into an informal employment agreement with   
Mr. Litwak, and is expected to formalize the agreement within the next 90 days. 
The Company also plans to use the advise of its Advisory Board on an as needed  
basis. As we continue to expand, we will incur additional cost for personnel.   
This projected increase in personnel is dependent upon our generating revenues  
and obtaining sources of financing. There is no guarantee that we will be       
successful in raising the funds required or generating revenues sufficient to   
fund the projected increase in the number of employees.                         

Trends, Risks and Uncertainties                                                 

We have sought to identify what we believe to be the most significant risks to  
our business, but we cannot predict whether or to what extent any of such risks 
may be realized nor can we guarantee that we have identified all possible risks 
that might arise. Investors should carefully consider all of such risk factors  
before making an investment decision with respect to our Common stock.          

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Cautionary Factors that may Affect Future Results                               

We provide the following cautionary discussion of risks, uncertainties and      
possible inaccurate assumptions relevant to our business and our products. These
are factors that we think could cause our actual results to differ materially   
from expected results. Other factors besides those listed here could adversely  
affect us.                                                                      

Limited Operating History Anticipated Losses; Uncertainty of Future Results -   

Although we were incorporated in July 1997, we have recently changed our        
business plan from that of a shoe manufacturer and distributor to that of a     
nostalgic sports channel. Therefore, we have a limited operating history upon   
which an evaluation of our Company and our prospects can be based. We feel that 
our decision to change direction was in the best interest of our present and    
future shareholders, however, we are in a position of a company with very       
limited operating history.                                                      

Our prospects must be evaluated with a view to the risks encountered by a       
company in an early stage of development, particularly in light of the          
uncertainties relating to the new and evolving distribution methods with which  
we intend to operate and the acceptance of our business model. We will be       
incurring costs to: (i) acquire and market our programming; (ii) to establish   
marketing relationships; (iii) to acquire more nostalgic sports content; and    
(iv) to build an organization. To the extent that such expenses are not         
subsequently followed by commensurate revenues, our business, results of        
operations and financial condition will be materially adversely affected. We,   
therefore, cannot insure that we will be able to immediately generate sufficient
revenues. We expect negative cash flow from operations to continue for the next 
12 months as we continue to develop and market our business. If cash generated  
by operations is insufficient to satisfy our liquidity, we may be required to   
sell additional equity or debt securities. The sale of additional equity or     
convertible debt securities would result in additional dilution to our          
stockholders. Our initial operations may not be profitable, since time will be  
required to build our business to the point that our revenues will be sufficient
to cover our total operating costs and expenses. Our reaching a sufficient level
of sales revenues will depend upon a large number of factors, including         
availability of sufficient working capital, the number of paid subscriptions we 
receive, our ability to deliver content, customer acceptance of our nostalgic   
concept, customer perception of value (as compared with premium or other        
satellite packages), and our sales receivables. (See "Description of Business") 

Liquidity and Working Capital Risks; Need for Additional Capital to Finance     
Growth and Capital Requirements -                                               

We have had limited working capital and we are relying upon capital notes       
(borrowed funds) to operate. We may seek to raise capital from public or private
equity or debt sources to: (i) provide working capital to meet our general and  
administrative costs until net revenues make the business self-sustaining; (ii) 
make acquisitions of additional film and film libraries; and (iii) exploit and  
expand such acquisitions. We cannot guarantee that we will be able to raise any 
such capital on terms acceptable to us or at all. Such financing may be upon    
terms that are dilutive or potentially dilutive to our stockholders. If         
alternative sources of financing are required, but are insufficient or          
unavailable, we will be required to modify our growth and operating plans in    
accordance with the extent of available funding.                                

New Business -                                                                  

We are a new business and you should consider factors which could adversely     
affect our ability to generate revenues, which include, but are not limited to, 
maintenance of positive cash flow, which depends on our ability both to raise   
capital and to obtain additional financing as required, as well as the level of 
competition.                                                                    

Potential fluctuations in quarterly operating results -                         

Our quarterly operating results may fluctuate significantly in the future as a  
result of a variety of factors, most of which are outside our control,          
including: the level of use of reproduced films, the demand for digital or      
Beta-SP format sporting event films; seasonal trends in both film viewing, the  
amount and timing of capital expenditures and other costs relating to the       
expansion of our film processing operations; price competition or pricing       
changes in the industry; technical difficulties or system downtime; general     
economic conditions, and economic conditions specific to the Film Industry. Our 
quarterly results may also be significantly impacted by the impact of the       
accounting treatment of acquisitions, financing transactions or other matters.  
Particularly at our early stage of development, such accounting treatment can   
have a material impact on the results for any quarter. Due to the foregoing     
factors, among others, it is likely that our operating results will fall below  
our expectations or those of investors in some future quarter.                  

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Achieving Market Acceptance -                                                   

The broadcasting business is highly competitive. We have selected a particular  
market niche for broadcast content (vintage or nostalgic sports programming),   
based upon available recorded materials in the public domain, the size of the   
viewing market for nostalgic sports programming, and the growing satellite dish 
market. Achieving market acceptance for our programming will require substantial
marketing efforts and expenditure of significant funds to create awareness and  
demand by potential customers. There is no guarantee that we will have available
funds or other resources necessary to achieve such acceptance.                  

Competition -                                                                   

The business of selling televised programming is extremely competitive. Our     
Company must, in general, compete with many networks and companies offering many
programming events and packages, using various advertising methods, such as     
television and radio, with the programming offerings running a very wide range  
of prices. Consumers may choose from many premium packages depending on their   
local cable provider, and may select from any number of satellite companies. We 
are seeking to establish a specific niche within that large spectrum. Our       
programming is targeted to the sports fan that is willing to spend a little more
money on a monthly basis in order to receive a greater quantity and quality of  
sports viewing content. As a new company, we will face competition from those   
longer established and better financed businesses with their established        
customer bases and their name recognition and their credibility. We can provide 
no guarantee that we can successfully compete against such competition. Our     
competition includes companies that offer video, audio, data, programming and   
other entertainment services, including cable television, wireless cable,       
direct-to-home satellite, DBS companies and companies that are developing new   
technologies. Many of our competitors have access to substantially greater      
financial and marketing resources than we have. We believe that quality and     
variety of programming, quality of picture and service, and cost are the key    
bases of competition.                                                           

Government Regulation -                                                         

Our business is subject to federal regulation under the Federal Communications  
Commission. Additionally, our business operations will be subject to all        
government regulations normally incident to conducting any business (e.g.,      
occupational safety nd health acts, workmen's compensation statutes,            
unemployment insurance legislation, income tax and social security laws and     
regulations, environmental laws and regulations, consumer safety laws and       
regulations, etc.) as well as to governmental laws and regulations applicable to
small public companies and their capital formation efforts. Although we will    
make every effort to comply with applicable laws and regulations, there is no   
guarantee of our success in these efforts, and we cannot predict the affect of  
those regulations on our proposed business activities.                          

FEDERAL REGULATION                                                              

The primary federal statute dealing with the regulation of the cable television 
industry is the Communications Act. The three principal amendments to the       
Communications Act that shaped the existing regulatory framework for the cable  
television industry were the 1984 Cable Act, the 1992 Cable Act and the 1996    
Telecom Act. The 1996 Telecom Act, which became effective in February 1996, was 
the most comprehensive reform of the nation's telecommunications laws since the 
Communications Act. Although the long term goal of the 1996 Telecom Act is to   
promote competition and decrease regulation of various communications           
industries, in the short term, the law delegates to the FCC, and in some cases  
to the states, broad new rule making authority. The FCC and state regulatory    
agencies have been required to conduct numerous rule making and regulatory      
proceedings to implement the 1996 Telecom Act and such proceedings may          
materially affect the cable television industry. Such rule making can limit or  
the way Cavalcade broadcasts its sports programming, which can impair the       
Company's ability to meet its business objectives.                              

The FCC, the principal federal regulatory agency with jurisdiction over cable   
television, has promulgated regulations to implement the provisions contained in
the Communications Act. The FCC has the authority to enforce these regulations  
through the imposition of substantial fines, the issuance of cease and desist   
orders and/or the imposition of other administrative sanctions, such as the     
revocation of FCC licenses needed to operate certain transmission facilities    
often used in connection with cable operations. Below, you will find a brief    
summary of certain of these federal regulations as adopted to date.             

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CABLE RATE REGULATION                                                           

The 1992 Cable Act imposed an extensive rate regulation regime on the cable     
television industry. Under that regime, local franchise authorities had primary 
responsibility for administering the basic service tier. The FCC directly       
administered rate regulation of cable programming service tiers, which included 
all video programming distributed over a system that is not part of the basic   
service tier. Although the 1996 Telecom Act preserves local franchise authority 
to regulate the basic service tier, it eliminated FCC authority to regulate     
cable programming service tier rates as of March 31, 1999. Accordingly, the FCC 
is no longer able to act on cable programming service tier rate increases that  
occur after that date. The Cavalcade "channel" will most likely be included in a
specialty package, falling outside the basic service tier. This would make the  
Company subject to local franchise increases. Any arbitrary increase in rates   
could detrimentally affect the way consumers make purchasing decisions, e.g.    
deciding to subscribe to one package over another, which could have negative    
impact on the revenues generated by Cavalcade.                                  

Federal law nonetheless continues to govern certain aspects of local rate       
regulation. For example, federal law requires that the basic service tier be    
offered to all cable subscribers. Recent FCC regulations adopted pursuant to the
1996 Telecom Act define "effective competition" and "small cable operator" for  
purposes of exempting certain cable systems' basic tier from rate regulation.   
Additional federal regulations require cable systems to permit customers to     
purchase video programming on a per channel or per program basis without        
subscribing to any tier of service, other than the basic service tier, unless   
the cable system is technically incapable of doing so. Generally this exemption 
is available until a cable system obtains the technical capability, but not     
later than December 2002.                                                       

Although the 1996 Telecom Act eliminated FCC rate regulation of the higher      
tiers, local franchising authorities, known in the industry as LFAs, continue to
have authority over the regulation of the lowest level of cable; the basic      
service tier, commonly known as BST. For regulatory purposes, the BST contains  
local broadcast stations and public, educational, and government, or PEG, access
channels and other services the system operator chooses to include in the same  
package with these channels. Before an LFAS begins BST rate regulation, it must 
certify to the FCC that it will follow applicable federal rules, and many LFAs  
have voluntarily declined to exercise this authority. LFAs also have primary    
responsibility for regulating cable equipment rates. Under federal law, charges 
for various types of cable equipment must be unbundled from each other and from 
monthly charges for programming services. The 1996 Telecom Act allows operators 
to aggregate costs for broad categories of equipment across geographic and      
functional lines. This change should facilitate the introduction of new         
technology. Few of the LFAs in the communities in which we will likely operate  
have elected to certify to regulate rates. However there is no certainty that   
our revenues and results of operations will not be adversely affected in the    
future by regulation of cable system rates.                                     

Dependence Upon Management -                                                    

Our future performance and success are dependant upon the efforts and abilities 
of our Management. To a very significant degree, we are dependent upon the      
continued services of Mr. Edward Litwak, our founder and formerly our           
consultant, and now our President and Chairman of our Board of Directors. We    
will replace our consulting agreement with Mr. Litwak, which ends on December   
31, 2003, with a five-year employment agreement which will end December 31,     
2005, but which is subject to a five-year extension at our option. As of the    
date of this amendment, February 7, 2001, we have not yet finalized our         
employment agreement with Mr. Litwak. If we lost the services of Mr. Litwak or  
other key employees before we could get a qualified replacement, that loss could
materially adversely affect our business. At present, we do not have employment 
contracts with any other of our officers or members of Management. We do not    
maintain key man life insurance on any of our Management.                       

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Informal Contract with Sole Television Production Provider -                    

We are presently  only using one television  production  house to record banners
and introductions  for our programming and to broadcast our "channel",  and that
is Steel  Productions,  Inc. We do not have any formal or written agreement with
Steel Productions. If we encounter problems with Steel Productions that cause us
to seek alternative production facilities,  there is a substantial risk that our
subscribers will have an interruption in service,  or will suffer some technical
difficulties in receiving our channel in the interim period.  Additionally,  the
Registrant may suffer material loss during any interim period,  and be forced to
negotiate a less favorable agreement with another company                       

Lack of Independent Directors -                                                 

We cannot guarantee that our Board of Directors will have a majority of         
independent directors in the future. In the absence of a majority of independent
directors, our executive officers, who are also principal stockholders and      
directors, could establish policies and enter into transactions without         
independent review and approval thereof. This could present the potential for a 
conflict of interest between the Company and its stockholders generally and the 
controlling officers, stockholders or directors.                                

Limitation of Liability and Indemnification of Officers and Directors -         

Our officers and directors are required to exercise good faith and high         
integrity in our Management affairs. Our Articles of Incorporation provide,     
however, that our officers and directors shall have no liability to our         
shareholders for losses sustained or liabilities incurred which arise from any  
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly violated the law, approved an improper dividend or stock repurchase,  
or derived an improper benefit from the transaction. Our Articles and By-Laws   
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate our business or conduct the internal affairs, provided that in          
connection with these activities they act in good faith and in a manner that    
they reasonably believe to be in, or not opposed to, the best interests of the  
Company, and their conduct does not constitute gross negligence, misconduct or  
breach of fiduciary obligations. To further implement the permitted             
indemnification, we have entered into Indemnity Agreements with our officers and
directors. (See "Indemnification of Directors and Officers")                    

Continued Control by Current Officers and Directors -                           

The present officers and directors own 61.24% of the outstanding shares of      
Common Stock, and therefore are in a position to elect all of our Directors and 
otherwise control the Company, including, without limitation, authorizing the   
sale of equity or debt securities of the Company, the appointment of officers,  
and the determination of officers' salaries. Shareholders have no cumulative    
voting rights. (See "Security Ownership of Certain Beneficial Owners and        
Management")                                                                    

Management of Potential Growth -                                                

We anticipate rapid growth, which will place a significant strain on our        
managerial, operational, and financial systems resources. To accommodate our    
current size and manage growth, we must continue to implement and improve our   
financial strength and our operational systems, and expand, train and manage our
sales and distribution base. There is no guarantee that we will be able to      
effectively manage the expansion of our operations, or that our facilities,     
systems, procedures or controls will be adequate to support our expanded        
operations. Our inability to effectively manage our future growth would have a  
material adverse effect on us.                                                  

Our Ownership Rights to Films and Footage We Acquire -                          

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Prior to each film acquisition, we conduct a copyright search to determine the  
film's availability for broadcast without a license. Where property rights do   
exist, we have, and will continue to pursue and obtain license agreements. In   
our research efforts, we may choose not to use films or footage that would      
require us to obtain costly licenses, however, and each situation will be       
decided on a case by case basis.                                                

Many clips, old films, previously viewed and taped or filmed television         
productions are not owned by anyone and are considered "in the public domain."  
It is, however, possible that existing intellectual property rights in certain  
films or footage clips are not discovered by our research efforts, and in such  
cases, we may be forced to later pay license fees and penalties that we         
initially did not anticipate. Although we will make best efforts to do our      
thorough due diligence prior to making a purchase, any such oversight on our    
part could potentially affect the quantity and quality of our film library, and 
could be costly to the Company. To mitigate costs associated with mistakes made 
in clearing intellectual property rights of films or footage, the Company plans 
to obtain errors and omissions insurance for our Officers and Directors.        

Copyright Searches Not Always Conclusive -                                      

Searches of the Copyright Office catalogs and records are useful in helping to  
determine the copyright status of a work, but they cannot be regarded as        
conclusive in all cases. The complete absence of any information about a work in
the Office records does not mean that the work is unprotected. The following are
examples of cases in which information about a particular work may be incomplete
or lacking entirely in the Copyright Office:                                    

          o    Before 1978,  unpublished works were entitled to protection under
common law without the need of registration;      

          o    Works  published  with notice prior to 1978 may be  registered at
               any time  within  the first  28-year  term;  o Works  copyrighted
               between  January 1, 1964,  and December 31, 1977, are affected by
               the Copyright  Renewal Act of 1992, which  automatically  extends
          the copyright term and makes renewal registrations optional.

          o    For works under copyright protection on or after January 1, 1978,
               registration  may  be  made  at  any  time  during  the  term  of
protection.                                       

          o    Although registration is not required as a condition of copyright
               protection,    there   are   certain   definite   advantages   to
registration.                                     

          o    Since searches are ordinarily  limited to registrations that have
               already  been  cataloged,  a search  report may not cover  recent
            registrations for which catalog records are not yet available.

          o    The  information in the search request may not have been complete
               or specific enough to identify the work. o The work may have been
             registered under a different title or as part of a larger work.

Technology used in our businesses could become obsolete -                       

The satellite television, cable and terrestrial broadcast industries are in a   
rapid and continuing state of change as new technologies develop. Similarly, the
markets for conditional access systems, broadcast control software and          
interactive television applications are characterized by rapid technological    
change, evolving industry standards and frequent product enhancements. Many     
digital broadcasters are seeking more sophisticated software that will afford   
them greater flexibility in delivering content such as films, sports events,    
Internet Web pages and other information to viewers, and will enable them to    
offer interactive services, video- on-demand and pay-per-view events to their   
subscribers. Our continued success will depend, in part, upon our ability to    
acquire more content, and to market our content in new technological            
environments in a timely and cost-effective manner. We can make no promise that 
we will be able to keep pace with competing technological developments.         

Competition could reduce the market share of our businesses and harm our        
financial performance -                                                         

Competitors to satellite and other pay-TV businesses comprise a broad range of  
companies engaged in communications, entertainment and services, including      
satellite, cable and digital terrestrial television distributors, television    
networks, telecommunications providers and home video products companies, as    
well as companies developing new technologies and other suppliers of news,      
information and entertainment. Competition from these companies has increased   
over the past several years and we expect the industry to undergo significant   
changes, including continued consolidation in the cable and broadband markets,  
the growth of digital cable systems and the expansion of digital broadcasting.  
In addition, the expansion of our platforms to include interactive applications 
will bring them into competition with new providers. Other providers may deliver
competing interactive services to televisions, personal computers or wireless   
devices. We cannot assure you that our businesses will be able to compete       
successfully against current and prospective providers of competing services.   

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Acquisition of Footage -                                                        

We are not certain that we will be able to acquire enough hours of footage. In  
order to operate our nostalgic sports channel on a 24 hour per day, 7 day per   
week basis, we will need approximately 4,300 hours of content for the first two 
years. Although we believe that we will have at least 4,500 hours by the end of 
2001, there is no guarantee that we will achieve this, and if we are not        
successful in achieving this level of acquisition, we may be forced to repeat   
programs more often, which could lead to a drop off in the rate of subscriptions
to our channel, or cancellation of existing subscriptions.                      

ITEM 3.  DESCRIPTION OF PROPERTY                                                

Offices                                                                         

Presently, we maintain our principal office at 12868 Via Latina, Del Mar, CA    
92014, which is the home of our President. Our telephone number at that office  
is (858) 481-2207 and our facsimile number is also (858) 481-2207. The office   
space, which is provided to us for $500 per month, has approximately 2,200      
square feet, consisting of two separate offices, a conference room, a small     
kitchen and a bathroom. We expect to continue this arrangement for the short    
term until we have sufficient working capital. We consider the loaned premises  
adequate for our purposes for the immediate future. Within the next 18 months,  
we plan to move the office into a larger space.                                 

Film Library                                                                    

Our film library consists of approximately several hundred tapes, many of which 
have been transferred to Beta SP format and some of which are in the process of 
being transfered. As of the date of this filing, we own approximately 480 hours 
of previously televised sports material, including a wide range of sports, and  
we hold licenses to an additional 700 hours as of March 31, 2001. By year end   
2001, we project that our library holdings will exceed 4500 hours. Our objective
is to build this library to 10,000 hours of content by 2003. Mr. Litwak is      
presently in negotiation with several individuals and entities for the purchase 
of approximately 1,200 additional hours of nostalgic content.                   

License Agreements                                                              

On or about December 21, 2000, we signed a license agreement with SOCCER CAMPS  
OF AMERICA INC. which agreement granted the Company a license to use on         
Satellite Broadcast & Cable, for a term of three years, 200 hours of New York   
Cosmos games from 1976-1980. The license fee is $200,000 plus $50,000 in stock  
options which will be governed by a mutually acceptable stock option agreement. 
The licensed territory is the United States of America                          

On June 16, 2001, we signed a license agreement with Sekani, Inc. which         
agreement granted the Company a license to use on Telstar 7 C-Band and Direct   
TV, for a term of two years, 500 episodes of Telesports Digest Programs; each   
episode consisting of approximately 1 hour of programming. The license fee is   
$500 per episode, and $45,000 for costs of tape and dubbing to Digi-Beta with   
shipping costs.                                                                 

The following list of programs, which is current as of March 31, 2001, consists 
of sports programs from multiple sources. The programs on this last have been   
digitally re mastered or dubbed to Beta SP for broadcasting, unless specified as
NYT (not yet transferred). Approximate times are provided for each program in   
minutes, unless otherwise indicated. This list does not include the 700 hours of
licensed films defined above.                                                   

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Procedure for Determining Intellectual Property Rights, If Any                  

With the exception of specific license agreements that grant us license rights  
to certain films, we consider our film holdings to be in the public domain. The 
process that we employed for the films that were included in the first nine     
contracts that we signed entailed a physical examination of film titles by a    
researcher at the United States Copyright Office in Washington D.C. Those       
acquisitions were made by our then Vice President of Acquisitions, Steven Bass. 
For acquisitions made subsequent to those nine initial contracts, and on a going
forward basis, we are employing a similar screening system whereby we run our   
titles against titles filed with the United States Copyright Office.            
Additionally, we will and have acquired licenses, as necessary, for any footage 
and content are protected by copyrights.                                        

Auto Racing                                                                     
Indy car Racing                                                                 
(CL 4/61) 1954 The Xerox Special (b/w) :28:07                                   
(C 3/56) 1956 Take it from a Champion (b/w) :27:14                              
(CL 4/61) 1961 Champion at the Wheel (b/w) :27:02                               
(CL 6/40) 1961 Indy 500 Champion at the Wheel (:25:54)                          
(CL 4/70) 1963 Indy 500 (28:40)                                                 
(CL 3/53) 1966 Indy 500 (:28:01)                                                
1968 Indy 500 (:25:29)                                                      
(CL 3/52) 1970 Indy 500 (:22:18)                                                
1971 Indy 500 (:25:31)                                                      
Stockcar Racing                                                                 
(CL 3/57) 1963 Victory Circles (:26:40)                                         
(CL 4/62)  1966 Southern 500 (:23:48)                                           
Madison Square Garden (b/w) 1955 (60)                                     
(CL 3/57)   1967 Southern 500 / Richard Petty (:27:07)                          
(CL 1/17) Southern 500 (1971) (60)                                              
(CL 3/57)   King Richard the Racer (1974) (:24:00)                              
(CL 9/102) Rebel 400 Auto Racing (WWOS pt.1) * Billiards (60)                   
(CL 9/101) Rebel 400 Auto Racing (WWOS pt.2) * Billiards (60)                   
Miscellaneous Auto                                                              
(CL 9/104) Tour. Of Thrills / Auto Crashes (WWOS pt.1) * Track & Field (30)     
(CL 9/103) Tour. Of Thrills / Auto Crashes (WWOS pt.2) * Track & Field (30)     
(CL 3/56) 1954 Jalopy Races from Hollywood (b/w) :25:30                         

Baseball                                                                        
Major League Baseball (Highlights / World Series / All-Star Games)              
(CL 5/15) 1947 World Series (Minn. Twins/Pride of the Midwest) :34:00           
(CL 6/22) Sports Beams: Yanks vs. Dodgers (1947 WS) (90)                        
(CL 9/105) 1948 World Series (Braves v. Indians) :38:55                         
(CL 3/42) 1951 Yankees (120)                                                    
(CL 6/22) 1952 World Series Dodgers v. Yankees (90)                             
(CL 6/22) 1956 World Series Dodgers v. Yankees (110)                            
(CL 6/21) 1956 World Series (Yankees v. Dodgers) (b/w) :40:27                   
(CL 3/42) 1957 All Star Game (120)                                              
(CL 3/42) 1957 World Series (110)                                               
(CL 6/22) Baseball Biggest Little Man: Elroy Face (:38:09)                      
(CL 1/16) Baseball Highlights of the 1960's (B/W) :48:35                        
(CL 9/92) 1962 World Series (Yankees v. Giants) Color (:38:40)                  
(CL 3/55) 1964 World Series (Cardinals v. Yankees) :39:35                       
(CL 4/71) 1964 World Series (Cardinals v. Yankees) (CL 3/55) (60)               
(CL 3/43) 1965 World Series (Twins v. Dodgers) :40:05                           
(CL 3/44) 1966 World Series (Orioles v. Dodgers) :30:15                         
(CL 3/45) 1967 World Series (Cardinals v. Red Sox) :30:16                       
(CL 3/46) 1968 World Series (Cardinals v. Tigers) :41:53                        
(CL 5/14) 1969 World Series (Color) :39:08                                      
(CL 3/47) 1970 World Series (Reds v. Orioles) :37:64                            
(CL 3/48) 1971 World Series (Orioles v. Pirates) :36:11                         
(CL 5/10) Gillette/Home Run Heroes of 1971/All-Star Game (:24:24)               
(CL 3/54) 1972 World Series (Oakland v. Reds) :39:42                            
(CL 3/49) 1975 World Series (Boston v. Reds) (Pt.1) (60)                        
(CL 3/50) 1975 World Series (Boston v. Reds) (Pt.2) (60)                        
(CL 3/49) 1976 World Series (Yankees v. Reds) :29:25                            

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(CL 1/12) World Series Baseball (1976-1977) (120)                               
Baseball (Instructional / Promotional / Miscellaneous)                          
(CL 4/63) 50 years of Baseball (B/W) :29:10                                     
Winning with the Yankees (B/W) :27:25     
(CL 6/23) Connie Mack Baseball: The Greatest Drama (:11:49)                     
(CL 6/24) Connie Mack Baseball: The Greatest Drama (:11:49)                     
(CL 6/25) Kid from Left Field (pt.1) Color (:38:48)                             
(CL 6/26) Kid from Left Field (pt.2) Color (:40:34)                             
(CL 7/43) Sports Beams: Baseball (b/w) (:9:11)                                  
(CL 8/74) Know your Baseball (:25:33)                                           
b. Know your Baseball (:25:33)              
(CL 6/20) Star for Today / Johnny Bench (:19:45)                                
(CL 2/36) All Star Baseball (1979) USA v. Japan (Partial) (30)                  

BASKETBALL                                                                      
(Amateur & Miscellaneous)                                                       
(CL 2/39) 6th Aloha Basketball Classic (1970's) (60)                            
(CL 2/39a) 6th Aloha Basketball Classic (1970's) (30)                           
(CL 2/22) Dapper Dan Basketball Tourney (30)                                    
(CL 2/22a) Dapper Dan Basketball Tourney (30)                                   
(CL 2/22b) Dapper Dan Basketball Tourney (30)                                   
(CL 1/9) USA v. USSR Basketball (1973) (30)                                     
(CL 2/40) USA v. USSR Basketball (4/23/73) (30)                                 
(CL 2/37) Harlem Globetrotters w. Medowlark Lemon (30)                          
Basketball (Professional)                                                       
(CL 1/14) NBA Championship / Lakers v. Knicks (1970) :26:28                     
(CL 2/23) Red Auerbach on Basketball (30)                                       
(CL 2/24) Red Auerbach Q&A (30)                                                 
(CL 2/24a) Red Auerbach Q&A (30)                                                
(CL 5/11) Name of the game is Basketball / color (26:27)                        
(CL 9/88) Chamberlain/West (No title/seven arts) :22:26                         
(CL 9/100) General Tire Sport Time (:14:49)                                     
    Terry Brennen: Long and Short / Wilt Chamberlain

Billiards                                                                       
(CL 6/28) Rack em Up Billiards / Trick Shots (:9:47)                            
(CL 9/101) WWOS (Pt.2) Pocket Billiards Championships (60)                      
(CL 9/102) WWOS (Pt.1) Pocket Billiards Championships (60)                      

Bowling                                                                         
(CL 7/45) Fundamentals of Bowling (:47:42)                                      
(CL 2/35) PBA Bowling Quad Citites (1976) (60)                                  
(CL 2/32 & 32a) PBA Bowling Fresno 6/10/76 (60)                                 
(CL 2/27 & 27a) PBA Norwalk (60) 7/13/76 (60)                                   
(CL 2/33 & 33a) PBA Bowling Buffalo 8/10/76 (60)                                
(CL 2/30 & 30a) PBA Waukeegen 2/19/79 (60)                                      
(CL 2/25) Pro Bowling / Trenton New Jersey (60)                                 
(CL 2/25a) Pro Bowling / Trenton New Jersey (60)                                
(CL 2/26 & 26a) PBA Waukeegen (60)                                              
(CL 2/28 & 28a) PBA Bowling Detroit (60)                                        
(CL 2/29 & 29a) PBA Bowling Cranston RI (60)                                    
(CL 2/31 & 31a) PBA Bowling Detroit (60)                                        
(CL 2/34) PBA Bowling Buffalo (60)                                              

International Bowling Museum and Hall of Fame (52 hrs) (NYT)                    

Boxing                                                                          
(CL 6/35) The Big Fight 5/28/35 Barney Ross v. Jim McLaininn (60)               
(CL 6/41) Sports Parade Boxing (60)                                             
(CL 6/41) 1941 Louis v. Conn (60)                                               
(CL 6/41) 1942 Louis v. Baer (60)                                               
(CL 7/44) Middleweight Championship 1951 (Robinson v. Randy Turpin)             
Missing Rounds (3/4/7/8) (30)               
(CL 6/41) 1974 Louis v. Ali (60)                                                
(CL 6/41) 1978 Ali v. Spinks (60)                                               
(CL 1/18) HBO Boxing (60)                                                       
(CL 1/18a) HBO Boxing (30)                                                      
(CL 6/30) Various Boxing & Wrestling Matches (60)                               

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(CL 6/41) Sports Parade Boxing (60)                                             

Additional HBO Boxing (107 hrs) (NYT)                                           

Boxing (Amateur)                                                                
(CL 10/115) Olympic Boxing (1968) (Pt.1) (30)                                   
(WWOS/Olympic Swimming) (60)                                                  
(CL 10/116) Olympic Boxing (1968) (Pt.2) (30)                                   
(CL 1/4) USA v. USSR Boxing (Las Vegas) 1/18/75 (60)                            

Football                                                                        
College & Miscellaneous                                                         
(CL 6/34) College Football Highlights of 1939 (b/w) (:20:38)                    
(CL 10/105) College Football Highlights (1950 b/w) :27:00                       
(CL 5/13) 1953 College Picks (College) (30)                                     
(CL 9/93) All America Game of the Week 1954 Oklahoma v. Cal. (:28:08)           
(CL 3/51) 1960 College Football/Houston Cougars (:26:12)                        
(CL 4/58) 1960 Kodak All Americans College Football (:28:32)                    
(CL 4/59) 1965 All American Team (b/w) (60)                                     
(CL 8/70) 1967 Nebraska Cornhusker Football (:30:07)                            
(CL 4/59) 1969 All American Team (:29:10)                                       
(CL 4/58) 1973 College Football/Houston Cougars (:25:08)                        
(CL 4/69) 1974 Air Force Highlights "The Big Play" (B/W) (60)                   
(CL 5/13) College Football (Sooner v. Panthers) (60)                            
(CL 8/81) West Point Championship College Football Training (:26:46)            

Football                                                                        
Professional & Miscellaneous                                                    
(CL 5/13) Touchdown Thrills of 1948 (60)                                        
(CL 5/13) Football Parade of 1948  (60)                                         
(CL 10/123) 1963 NFL Review (b/w) (:26:36)                                      
(CL 10/124) Touchdown 1963 (:29:18)                                             
(CL 6/27) Anatomy of a Championship (1964) Browns v. Colts (:25:10)             
(CL 5/9) NFL 1966 Dallas Cowboys (:21:50)                                       
(CL 9/95) NFL Game of the Week (1966) Falcons v. Giants (:24:59)                
(CL 5/3) This Week in NFL (Week 10) 1966 (:23:28)                               
(CL 7/56) 1967 NFL Championship Green Bay v. Dallas (POOR) :25:38               
(CL 1/15) New York Jets Football (1968) :24:08                                  
(CL 5/7) This Week in NFL (Week 1) 1968 (:26:16)                                
(CL 6/36) This Week in NFL (1968) Week 2 (30)                                   
(CL 7/57) This Week in NFL (1968) Week 2 (:24:18)                               
(CL 5/2) NFL Game of the Week (3) 1968 49ers v. Bears (:25:10)                  
(CL 7/55) AFL Highlights with Charlie Jones (10/3/68) :22:00                    
(CL 7/58) This Week in NFL (1968) Week 4 (:26:50)                               
(CL 8/84) This Week in NFL (1968) Week 5 (:25:30)                               
(CL 9/94) This Week in NFL (1968) Week 5 Pat Summerall (:24:50)                 
(CL 7/62) NFL Game of the Week 1968 (Week 7) Colts v. Rams (:24:30)             
(CL 7/50) 1968 AFL Highlights (Week 7) :25:12                                   
(CL 6/38) This Week in NFL (1968) Week 8 (30)                                   
(CL 7/61) NFL Game of the Week 1968 (Week 9) St.Louis v. Pittsburgh (:25:00)    
(CL 10/112) NFL Game of the Week (Week 10) 1968 Dallasv.Washington (:24:20)     
(CL 5/8) NFL Game of the Week (Week 10) 1968 Dallas v. Washington (:24:08)      
(CL 7/49) AFL Highlights Week 13 (1968) :25:31                                  
(CL 10/110) AFL Highlights (Week 13) 1968 (:25:20)                              
(CL 5/5) NFL Game of the Week (Week 14) 1968 Bears v. Packers (:24:10)          
(CL 7/54) NFL Game of the Week 1968 Falcons v. Giants :24:02                    
(CL 7/51) NFL West Conference Championship 1968(?) Balt. V. Minn. (:25:18)      
(CL 10/121) NFL Football 1968 (Mixed Up) (60)                                   
(CL 8/65) NFL Game of the Week 1969 (Week 1) Giants v. Minnesota (:23:20)       
(CL 10/117) This Week in NFL (Week 4) 1969 (2 of 2) * (CL 10/109) (30)          
(CL 10/109) This Week in Pro Football (1969) Week 4 (1of 2) :25:22              
(CL 8/63) NFL Game of the Week 1969 (Week 4) Washington v. St.Louis (:23:35)    
(CL 5/6) NFL Game of the Week (Week 5) 1969 Dallas v. Eagles (:24:14)           
(CL 8/66) NFL Game of the Week 1969 (Week 7) Cardinals v. Saints (:22:20)       
(CL 7/52) NFL Game of the Week 1969 (Week 10) Saints v. 49ers (:23:12)          
(CL 8/64) NFL Game of the Week 1969 (Week 11) Bears v. Browns (:23:00)          
(CL 6/32) NFL Game of the Week (1969) East & West Playoffs (:22:50)             
(CL 2/36) AFL Highlights (Late 60's) :24:47                                     
AFL Highlights (Late 60's) (:24:51)             

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(CL 9/87) NFL Game of the Week (1970) Week 8 Dallas v. New York (:22:00)        
(CL 5/12) NFL Superbowl 1970 (KC v. Minnesota) :21:28                           
(CL 8/83) 1970 Superbowl (KC v. Minnesota) - No Opening Credits (:21:15)        
(CL 5/17) NFL Game of the Week (Week 1) 1971 Raiders v. Patriots (30)           
(Week 2) Saints v. Dallas (:22:55)                
(CL 9/99) NFL Game of the Week (1971) Miami v. Pittsburgh (:24:59)              
(CL 7/42) NY Jets: End of an Era/Weeb Ewbank (1973) :23:50                      
(CL 10/120) NFL Football Bears v. Giants (No Sound) (30)                        
(CL 6/33) Eyeball to Eyeball: Football Linemen (:21:41)                         
(CL 6/31) This Week in NFL (Divisional Playoffs) (:25:39)                       
(CL 6/29) NFL Packers Greatest Challenge (:25:00)                               
(CL 5/13) Cardinals vs. Redskins (Professional)                                 
(CL 5/13) Telesports Digest All-Star Game (30)                                  
(CL 5/4) Football Clips with Frank Gifford (No Sound) (30)                      
(CL 1/20) Canadian Football (Ottawa v. Montreal) - Second Half (60)             
(CL 1/20a) Canadian Football (Ottawa v. Montreal) - Second Half (30)            
(CL 1/21) Canadian Football (Ottawa v. Montreal) - First Half (60)              
(CL 1/21a) Canadian Football (Ottawa v. Montreal) - First Half (30)             

Golf                                                                            
(CL 9/98) The Memorial Golf Tournament (:20:42)                                 
(CL 10/114) 1973 Masters / Augusta, Ga. (:44:10)                                

Hockey                                                                          
(CL 1/5) USA v. USSR Hockey  (60)                                               
* (Women's Swimming) (30)                             
(CL 1/6) USA v. USSR Hockey  (60)                                               
* (Women's Swimming) (30)                               
(CL10/122) WHA / Chicago Cougar Highlights (1973) (60)                          

Horse Racing                                                                    
(CL 1/8) Harness Racing 1976 (60)                                               

Miscellaneous                                                                   
CBS Sports Spectacular (25 hrs) (NYT)                                           
ABC's Wide World of Sports (100 hrs) (NYT)                                      

Skiing                                                                          
(CL 10/107) WWOS 1966 Ski Championships (30)                                    
(CL 10/118) WWOS 1966 Alpine Ski Championships (Pt.1) (30)                      

Soccer                                                                          
(CL 4/72) 1976 Cosmos Soccer v. Sting (3pts) (130)                              
Additional Cosmos Soccer (56 hrs.) (NYT)                                        

Swimming                                                                        
(CL 10/115) WWOS Olympic Swimming (1968) Pt.1 (30)                              
(CL 1/5) Women's Swimming (pt.1) (30)                                           
* (USA v. USSR Hockey) (60)                               
(CL 1/6) Women's Swimming (pt.2) (30)                                           
* (USA v. USSR Hockey) (60)                               
(CL 3/41) Swimming USA v. Australia (1973) (60)                                 
(CL 3/41a) Swimming USA v. Australia (1973) (60)                                

Track and Field                                                                 
(CL 10/111) WWOS (1967) 5th Pan Am Games (pt.1) (:28:55)                        

(CL 1/3) AAU Track and Field 1969 (30)                                          
(CL 1/10) USA v. USSR Track and Field (Part 1) 7/26/70 (30)                     
(CL 1/11) USA v. USSR Track and Field (Part 2) 7/26/70 (30)                     
(CL 1/1) USA v. Africa (Part 2) 7/18/71 (30)                                    
(CL 1/2) USA v. Africa (Part 1) 7/18/71 (30)                                    
(CL 1/7) AAU Track and Field (pt.1) 6/6/72 (30)                                 
* (Boxing) (60)                                               
(CL 1/19) AAU Track (60)                                                        
(CL 1/19a) AAU Track (30)                                                       
(CL 2/36) USA v. USSR Track * (All-Star Baseball) (60)                          
(CL 9/103) Track and Field Championships (Pt.2)  (60)                           

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* (WWOS/Auto Crashes) (30)                                        
(CL 9/104) Track and Field Championships (Pt.1)  (60)                           
* (WWOS/Auto Crashes) (30)                                                
(CL 10/108) WWOS Pan Am Games (:56:25)                                          

Tennis                                                                          
(CL 9/96) 1978 US Open Tennis (90)                                              

Approximate Total:   480 hours.                                                 

In our estimation, in order to broadcast fresh content, we will need to have a  
minimum of 4,300 of broadcast-able (already transferred) content hours. At a    
rate of 84 hours per week, this would provide approximately 52 weeks worth of   
content. It is unlikely that viewers would expect a continuous 12 month period  
of new broadcasting content, since that is rare, if nonexistent, in             
broadcasting. We believe, therefore, that viewers would not be disappointed if  
content is shown more than once throughout the year. It is our opinion that     
4,300 hours is more than sufficient for a full two years of broadcast           
programming. We believe that our library will exceed that number of hours by the
end of 2001, so we do not anticipate a problem in keeping to our objective.     

Our film library is being stored at Stock Video, a video production and storage 
facility in Boston, Massachusetts, where we are renting an environmentally      
controlled space of approximately 1,800 square feet. This facility is in the    
business of video tape and film management, and this is where our film is and   
will be sent upon purchase for the maintaining                                  

The Transfer Process                                                            

During the past year, we have been steadily acquiring film in various formats   
from sources including, but not limited to, individuals, collectors, museums and
other entities. We have chosen to transfer our footage from their original      
formats to a sturdier Beta-SP format, which is suitable for broadcasting and    
good for long term preservation of the footage. The process of transferring is  
conducted primarily at Stock Video. Depending on the length and quality of the  
film, the transfer process can run anywhere from $75 to $500 per tape or film.  
The process yields a higher quality, more durable medium for broadcasting.      

For reviewing film quality prior to duplication or transfer, we use a film      
analyzer, which we own, to determine whether a transfer would render an         
acceptable result. We are in the process of moving our film analyzer from New   
York to California. This piece of equipment is used primarily for reviewing     
tapes to determine content and quality, and is useful during the acquisition    
process, which is why it is logically housed with the President.                

Many of our shows feature well know broadcasters from previously televised      
sporting events such as Russ Hodges, Jack Drees, Mell Allen, Red Barber, Vin    
Scullly, and Chris Schenkel.                                                    

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT          

The following table sets forth certain information as of March 31, 2001 with    
respect to the beneficial ownership of our Company's Common Stock by each person
who, to our knowledge at that date, was the owner of 5% or more of the          
outstanding shares and by each person who is an officer or a director of the    
Company, and by all officers and directors of the Company as a group, together  
with the percentages of outstanding shares of Common Stock held by them.        

                                                  Percentage
Name and Address                     Number                   as of             
of Shareholder                       of Shares                3/31/01(1)        

Nicholas J. Lagano, Sr.              1,001,000                 9.2%             
3111 Ocean Parkway                                                              
Brooklyn, NY 11235                                                              

Karen M. Prentice                    5,642,881(2)              0%(2)            
16 Winthrop Street                                                              
Milton, MA 02186                                                                

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Edward E. Litwak                     5,642,891(2)               52%(2)          
12868 Via Latina                                                                
Del Mar, CA 92014                                                               

Donald P. Parson                        12,000                  .11%            
230 Park Avenue                                                                 
New York, NY 10169                                                              

Fred Renig                           1,181,000                  10.9%           
4 Yacht Club Cove                                                               
Staten Island, NY 10308                                                         

Clifford Slavin                         625,100                 5.75%           
38 Wheatley Road                                                                
Old Westbury, NY 11568                                                          

Robert Kaplan                           625,100                 5.75%           
12 Pond Place                                                                   
Oyster Bay Cove, NY 11771                                                       

Olde Monmouth Capital, Inc. (3) 850,838                          7.83%          
77 Memorial Parkway                                                             
Atlantic Highlands, NJ 07716                                                    

Robert Stulman                                0                 0%              
12868 Via Latina                                                                
Del Mar, CA 92014                                                               

All Executive                                                                   
Officers and Directors                                                          
as a group (4 persons) 6,643,891(2)                        61.2%                
-------------------------                                                       

1    Based upon 10,863,124 shares issued and outstanding.                       

2    Shares listed under Karen Prentice and Edward Litwak are duplicate entries.
    Karen Prentice was the president and a director of Gemma Global, Inc., our
     predecessor. She is also the daughter of Edward Litwak. Although the shares
are in the name of Karen Prentice. Edward Litwak may have a beneficial
interest in these shares.                                             

3.   Olde Monmouth Capital, Inc. is a financial advisory company owned by John  
Catricola and John Troster.  It is not a registered broker-dealer.    

ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS           

Directors and Executive Officers                                                

The following table sets forth the names and ages of the members of our Board of
Directors and our executive officers and the positions with the Company held by 
each.                                                                           

Name                           Age              Office              

Edward E. Litwak                     59               President/CEO, Treasurer, 
                                    Director

Donald P. Parson                     57               Director                  

Nicholas J. Lagano, Sr.              70               Director                  

Robert Stulman                       65               Secretary                 

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Our directors hold office until the next annual meeting of shareholders of the  
Company or until successors are elected and qualified. Our officers hold office 
until the first meeting of directors following the annual meeting of            
shareholders and until their successors are elected and qualified, subject to   
earlier removal by the Board of Directors                                       

Edward E. Litwak. Mr. Litwak has been our President since December of 1998 and a
director since our incorporation in 1997. Prior to becoming President, Mr.      
Litwak served as a consultant to the Company, which was previously headed by his
daughter, Mrs. Prentice. From June 1, 1995 to the present, Mr. Litwak has been  
President of Satellite Today, a cable network in development. From January 1,   
1997 until December 1998 Mr. Litwak also served as the licensing agent for      
Jennicor, LLC. From March 1, 1994 to June 1, 1995 he was Chairman of Merchandise
Entertainment Television Holdings, Inc. From June 1, 1991 to June 30, 1994 he   
was President of Designers International, Inc. Mr. Litwak also served as Sports 
Directions Director for a program series entitled the JeanNate Grand Prix. Mr.  
Litwak attended Cornell University where he majored in business.                

Donald P. Parson. Donald P. Parson is a member of our Board of Directors, having
joined us on September 19, 2000. For the past six years, beginning in 1994, he  
has been of counsel to Satterlee Stephens Burke & Burke LLP. Mr. Parson has and 
has practiced corporate, financial, business and banking law since 1968.        

Mr. Parson has previously served as counsel to several brokerage firms and in   
the formation of four New York and Connecticut chartered banks. He is a director
of two mutual funds, Philadelphia Fund, Inc. and Eagle Growth Shares, Inc., and 
Home Diagnostics, Inc., a medical device company.                               

Mr. Parson is a Chairman of the Board of Visitors of Syracuse College of Law,   
and a member of its National Capital Campaign. He is a director of The Rojtman  
Foundation, a substantial private art foundation in New York City, and NICE     
(Northern Ireland Childrens Enterprise) which operates two homes for educating  
young people in Northern Ireland.                                               

Mr. Parson is a member of the American Bar Association and the New York State   
Bar Association, admitted to practice in New York and before the United States  
Supreme Court, the United States Court of Appeals, Second Circuit, and the      
United States District Court, Southern District of New York. He earned his      
undergraduate degree B.A.) from Duke University, his law degree (J.D.) from     
Syracuse College of Law, and his masters degree (LL.M.) from New York           
University.                                                                     

Nicholas J. Lagano, Sr. Mr. Lagano is one of our Directors, serving in that     
capacity since September of 1997. From 1977 to the present he has been          
associated with Blimpie's of New York, serving as CEO and President for most of 
that period.                                                                    

Robert Stulman. Mr. Stulman is Secretary to our Company, having served in that  
capacity since September of 1997. He has been associated with us during our     
pre-incorporation period, from January 1, 1997 through March of 1999. From 1991 
to December 31, 1996 he was Vice President in charge of Importing Footwear for L
J. Global, Inc. in New York City. Mr. Stulman's day to day involvement has been 
substantially curtailed since we ceased to be involved in the shoe business in  
September of 1999.                                                              

Significant Consultants                                                         

Chen-Kang Pu ("Gus"). Gus is Vice President of Satellite Service, serving in    
that capacity since November of 2000. Presently, Gus is also the Satellite      
Communications Manager for Merchandise Entertainment Television (MET) based in  
San Diego, California, serving in that capacity since February of 1995.         
Previously, from 1993 to 1995, Gus worked as a multimedia specialist for        
International Telecommunications, Inc, where he developed multimedia            
applications and hardware, planned and secured the entire satellite transmission
from GE Americom, Keysotone Communications and Pac Bell, as well as the signal  
encryption system from TV/COM International. Gus has worked with TV from Taiwan 
and ATV from Hong Kong. Gus received his Masters degree from the Interactive    
Telecommunication Program at New York University in 1991.                       

Jospeh Swierczewski. Mr. Swierczewski is Vice President of Computer Services and
Operations, serving in that capacity since November of 2000. From October of 994
to the present, he has been Vice President of Computer Services for Merchandise 
Entertainment Television (MET) in San Diego, California. From 1975 though 1994, 
he was Senior Vice President and Chief Information Officer with Garden Way      
(Troy-Built), Hanover House as a computer systems consultant to Warner Brothers.
There, Mr. Swierczewski managed the computer, customer service telemarketing and
credit/order processing operations of the company. He was also responsible for  
the daily operations of Value Television (VTV).                                 

Mr. Swierczewski is a graduate of the University of New Haven, where he received
his Bachelor of Science degree in Engineering.                                  

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Consulting Agreements                                                           

We have recently signed a Consulting and Compensation Agreement with Robert     
("Bob") Bubeck and Lynrow Associates, LLC (Thomas O'Donnell), with both having  
substantial experience with, and contacts in, the television network            
distribution business. They have agreed to contribute their experience and      
contacts to assist us by providing their consulting services and obtaining the  
necessary subscribers for the vintage sports television network.                

Board of Advisors                                                               

We have formed a Board of Advisors with a strong background in the areas of     
entertainment and sports. We believe that their individual and collective       
expertise will assist us making certain decisions, and will open up             
opportunities for us to further our business development. The members of the    
Board of Advisors consists of the following individuals:                        

Carol Connors. Carol Connors is an accomplished composer, lyricist, writer, and 
has been nominated for ten major awards (Oscars Emmy's, Grammy's, Golden        
Globes). She wrote the lyrics for the "Gonna Fly Now", the theme from the       
Academy Award Wining "Rocky", and has also written songs for many other film and
television productions. Ms. Conners has recently written theme songs for the    
nations of Jamaica and Singapore. Ms. Conner's accomplishments are substantial, 
and her expertise in the entertainment business is extensive.                   

Michael Haynes. Michael Haynes was inducted into the NFL Hall of Fame on July   
26, 1997. He began his career as a three-year All-WAC star at Arizona State as a
Sun Devil, and played for the New England Patriots. He then played for seven    
seasons with the Los Angeles Raiders. In the NFL, Mr. Haynes was an all-pro     
choice in 1978, 1982, 1984 and an All-AFC pick eight times.                     

Edwin Ruh. Mr. Ruh is founder and CEO of Adventure Assets (which can be reviewed
at www.adventas.com), an Internet-based sports and entertainment studio that    
develops, capitalizes and manages original sports and entertainment projects    
through a $400 million Sports and Entertainment Technology Equity Fund and      
exploits emerging e-commerce technologies to create a hybrid form of online     
finance and entertainment. From 1995 to 1998, Mr. Ruh was Managing Director of  
Gerken Capital Associates, a private investment bank, and General Partner to the
Sino-Asia Industrial Equity Fund, a $200 million direct-investment equity fund. 

From 1987 to 1995, Mr. Ruh was the senior Vice President in the International   
Structured Finance Division of The Fuji Bank, Limited. As the founding member of
the bank's North American project finance operation, Mr. Ruh was responsible for
directing the bank's activities in financial advisory, equity funding, private  
placement, securitization, and privatization services, in addition to serving as
head of the bank's worldwide sports and entertainment business. Mr. Ruh holds a 
Masters of Public Administration from Harvard University; asters Degrees in     
Business Administration and Public Policy from the Heinz School, Carnegie Mellon
University; a Master's Certificate in Materials Science from the University of  
Michigan; and a Bachelor of Science in Biomedical Engineering from Pennsylvania 
State University. Mr. Ruh is a member of the World Sports Humanitarian Hall of  
Fame; the Mayflower Society and the Board of Trustees, Bay Head Chapel. He also 
is a volunteer with many charitable and philanthropic organizations, including  
the Orton Dyslexic Society and the Special Olympics. From 1979 to 1981, he      
toured on the United States Tennis Association professional circuit.            

Dennis Murphy. Dennis Murphy has been credited with creating and developing the 
World Hockey Association (WHA) and the American Basketball Association (ABA).   
These organizations were merged with their respective professional leagues, the 
National Hockey League (NHL) and the National Basketball Association (NBA). He  
also established World Team Tennis (WTT) and Roller Hockey Association (RHI),   
both of which are currently operating.                                          

ITEM 6.  EXECUTIVE COMPENSATION                                                 

Compensation of Directors                                                       

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None of our directors receives compensation for services as a director. However,
directors will be reimbursed expenses of attendance at meetings of the Board. In
exchange for joining our Board of Directors, we plan to issue Don Parson 12,000 
shares of our Common Stock.                                                     

Compensation of Management                                                      

We do not currently have any employment agreements. Mr. Litwak has not received 
a salary, but has been reimbursed for expenses. His annual salary will be       
$120,000 a year if and when our Common Stock commences public trading. Neither  
Edward Litwak nor any other members of Management have received stock options or
other such non- cash compensation.                                              

Compensation of Advisors                                                        

None of our advisors receives compensation for services as an advisor. However, 
advisors will be reimbursed expenses of attendance at meetings of the Board of  
Advisors. In exchange for joining our Board of Advisors, we plan to issue each  
member 5,000 shares of our Common Stock.                                        

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

When we decided to change our business direction and enter the nostalgic sports 
entertainment business, we incorporated Global Group International, Inc. as a   
wholly-owned subsidiary in order to allow the original Company managers and     
outside consultants who formed the Company to develop a shoe apparel business as
a separate shoe manufacturing and selling business segment. The Company         
designated a series of preferred stock (1999-Global Group Series) and issued    
855,000 shares to those original seven (7) employees and consultants in exchange
or those individuals continuing to devote there services to developing the shoe 
business segment, with the purchase price being the par value of $0.001 per     
share, or a total of $855.00. On May 28, 1999 the Board of Directors of the     
Company implemented the restructuring by authorizing and directing the transfer 
of all of the assets (including licenses and financing agreements), liabilities,
etc, of the existing shoe business to Global Group International, Inc. for such 
corporation to own and manage. Prior to the transfer of assets to Global Group  
International, Inc., that company had no assets or liabilities. At the time of  
issuance of the preferred shares, the shoe business had no operations, its      
liabilities exceeded its assets, and the Company was in default under its       
Licenses Agreements for non payment of minimum annual royalties. Mr. Lagano is a
beneficial owner of 200,000 shares, or 11.7% of the issued and outstanding      
shares of Common Stock of Global Group International, Inc. Mr. Litwak is a      
beneficial owner of 215,000 shares, or 12.6% of the issued and outstanding      
shares of Common Stock of Global Group International, Inc.                      

On September 18, 2000, the seven holders of the 1999-Global Group Series signed 
a certificate of conversion in accordance with the certificate of designation,  
and converted their preferred shares into 855,000 shares of common stock of     
Global Group International, Inc. and the Company disposed of its shoe business  
segment. At the time of the conversion, the Company's discontinued business     
segment had no operations, its liabilities exceeded its assets and was in       
default under the terms of the License Agreements for non-payment of minimum    
annual royalties. There are presently no shares of our Preferred Stock issued   
and outstanding.                                                                

Mr. Litwak has advanced funds exceeding $ 300,000 to the Company for working    
capital purposes. No written or formal loan agreement exists between Mr. Litwak 
and the Company for advancement of those funds. Mr. Litwak has orally stated to 
the Board of Directors that he will not seek reimbursement until such time as   
the Company is generating sufficient cash flow, which will be determined by the 
Board of Directors. Once the Board deems that there is sufficient cash flow, the
Company and Mr. Litwak will execute an agreement that will define the repayment 
terms.                                                                          

We have no policy regarding entering into transactions with affiliated parties. 

Stock Video is not an affiliated with the Company.                              

ITEM 8.  DESCRIPTION OF SECURITIES                                              

Our authorized capital structure consists of shares of Preferred Stock and      
Common Stock, both having a par value of one tenth of one cent ($.001) per      
share. The authorized classes, and the amount or number of each which are       
authorized and outstanding as of the date of this registration statement, are as
follows:                                                                        

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     Class                   Authorized              Outstanding

2000 Subordinated Capital Notes     1,000,000              $ 457,000            
2001 Subordinated Capital Notes     1,000,000              $  55,000            
Preferred Stock                    10,000,000                 -0-               
Common Stock                      100,000,000              10,863,124  shares   

Capital Notes                                                                   

In January of 2000, our Board of Directors approved the use of Capital Notes to 
raise needed capital. We have sold $457,000 of our "2000 Convertible            
Subordinated Notes", in amounts ranging from $1,000 to $100,000. The holder of a
2000 Convertible Subordinated Note will receive interest at the rate of 12%     
calculated from the date of issuance to the earlier of maturity or payment if   
full if paid before maturity. The principal sum remaining and all accrued       
interest is due and payable in full on December 31, 2000, unless converted at   
the Holder's option. Holders may choose to convert their Capital Notes to Common
Stock thirty days following the effectiveness of this registration statement at 
a rate of $1.25 per share. In the event that Capital Notes are not converted to 
Common Stock or paid on or before December 31, 2000, interest will be accrued on
the principal sum and all accrued unpaid interest to December 31, 2000 at the   
rate of 18% per annum calculated from January 1, 2001 to the date of payment in 
full. The Company did not repay the principal and accrued interest on the due   
date of the Capital Notes and is currently in default.                          

In March of 2001, our Board approved the use of additional Capital Notes to     
raise capital, and we sold $55,000 of our "2001 Convertible Subordinated Notes",
in amounts ranging from $5,000 to $15,000. The holder of a 2000 Convertible     
Subordinated Note will receive interest at the rate of 12% calculated from the  
date of issuance to the earlier of maturity or payment if full if paid before   
maturity. The principal sum remaining and all accrued interest is due and       
payable in full on December 31, 2001, unless converted at the Holder's option.  
Holders may choose to convert their Capital Notes to Common Stock thirty days   
following the effectiveness of this registration statement at a rate of $1.25   
per share. In the event that Capital Notes are not converted to Common Stock or 
paid on or before December 31, 2001, interest will be accrued on the principal  
sum and all accrued unpaid interest to December 31, 2001 at the rate of 18% per 
annum calculated from January 1, 2002 to the date of payment in full.           

Preferred Stock                                                                 

Of our 10,000,000 authorized shares, we had designated only one series of our   
Preferred Stock, called the 1999-Global Group Series of Convertible Preferred   
Stock, of which there are 855,000 shares authorized, and all of which have been 
issued, and have converted to shares of Global International, Inc., as pursuant 
to the Certificate of Designation. We have no current plans for authorizing any 
other series. Since the conversion, we have cancelled the 1999-Global Group     
Series in accordance with Nevada State Law, and we once again have 10,000,000   
shares of Preferred Stock, authorized and unissued, all of which are            
undesignated as to preferences, privileges and restrictions. As shares are      
issued, our Board of Directors must establish a series of the shares to be      
issued and designate the preferences, privileges and restrictions applicable to 
that series. We expect to use the Preferred Shares to make acquisitions, but    
there are no acquisitions under negotiation at this time.                       

Common Stock                                                                    

Our Articles of Incorporation provide for the issuance of 100,000,000 shares of 
Common Stock, having a par value of $.001 per share. Common Stock shareholders  
are entitled to cast one vote for each share at all shareholders' meetings for  
all purposes, including the election of directors. Holders share equally on a   
per share basis in dividends that may be declared by the Board of Directors out 
of funds legally available after dividend distributions to Holders of Preferred 
Stock. Upon liquidation or dissolution, any assets remaining after payment of   
creditors and after distribution of accrued and unpaid dividend to holders of   
Preferred Stock will be available for distribution to holders of our Common     
Stock. Shares of Common Stock are not redeemable, and have no conversion rights.
The Common Stock does not have cumulative voting rights, which means that the   
holders of more than fifty percent of the Common Stock voting for election of   
directors can elect one hundred percent of our directors if they choose to do o.
The Company, which is recently organized and has no earnings, has not paid any  
dividends on its Common Stock and it is not anticipated that any dividends ill  
be paid in the foreseeable future. Dividends upon Preferred Shares (if and when 
issued) must have been paid in full for all past dividend periods before        
distribution can be made to the holders of Common Stock. In the event of a      
voluntary or involuntary liquidation, all of our assets and funds remaining     
after payments to the holders of any issued and outstanding Preferred Stock will
be divided and distributed among the holders of Common Stock according to their 
respective shares. No holder of Common Stock has any preemptive or other right  
to subscribe for or purchase any part of any new or additional issue of Common  
Stock or securities convertible into Common Stock.                              

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Dividend Policy                                                                 

We have just begun operations, have had only limited revenues, have not had any 
earnings or net profits, and have not paid any cash dividends on our Common     
Stock. Our Board of Directors has no present intention of declaring any cash    
dividends, as we expect to re-invest all profits in the business for additional 
working capital for continuity and growth. The declaration and payment of       
dividends in the future will be determined by our Board of Directors considering
the conditions then existing, including our earnings, financial condition,      
capital requirements, and other factors.                                        

PART II                                                                         

ITEM 1.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY        
AND OTHER SHAREHOLDER MATTERS                                                   

No Public Market. There is no public market for our Common Stock. Once this     
Registration Statement becomes effective and has cleared all comments, we will  
attempt to have an authorized market maker apply to have the shares listed on   
the National Association of Securities Dealers OTC Bulletin Board, and/or on the
National Quotations Bureau Pink Sheets and Electronic Pink Sheets. We are       
uncertain that we will find such a market maker or obtain such a listing. Even  
if we secure trading in our Common Stock we are not certain that any trading    
market developed will be sustained. Furthermore, any trading is likely to be    
sporadic, in small volumes, and at fluctuating prices.                          

In general, under Rule 144 as currently in effect, subject to the satisfaction  
of certain other conditions, a person or persons, including an affiliate of the 
Company, whose shares are aggregated or who has owned restricted shares         
beneficially for at least one year is entitled to sell, within any three-month  
period, a number of shares that does not exceed the greater of one percent of   
the total number of outstanding shares or the average weekly trading volume     
during the four calendar weeks preceding the sale. A person, or persons whose   
shares are aggregated, who is not deemed to have been an affiliate of the       
Company at any time during the 90 days immediately preceding the sale and who   
has beneficially owned his or her stock for at least two years is entitled to   
sell such stock pursuant to Rule 144 (k) without regard to the limitations      
described above. Persons deemed to be affiliates must always abide by the volume
limitations and other requirements or Rule 144, even after the applicable       
holding periods have expired. We are unable to estimate the number of shares    
that will be sold under Rule 144, since the amount of restricted shares sold    
will depend on the prevailing market price for our Common Stock, the personal   
circumstances of the affiliates who own the restricted shares, and other        
factors. Any future sale of substantial amounts of shares in the open market may
adversely affect the market price of our Common Stock.                          

Presently, there are 1,514 holders of record of our Common Stock.               

ITEM 2.  LEGAL PROCEEDINGS                                                      

We are not a party to any pending legal proceedings. We are not aware of any    
legal proceedings pending, threatened or contemplated, against any of our       
officers or directors, respectively, in their capacities as such.               

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ITEM 3.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND           
FINANCIAL DISCLOSURE                                                            

None.                                                                           

ITEM  4.  RECENT SALES OF UNREGISTERED SECURITIES                               

In October of 1997,  our  Company,  under its  original  name of "Tren  Property
Corp." the subsidiary of a public company,  in claimed reliance upon Rule 504 of
Regulation D,  promulgated  by the  Securities  Act of 1933,  issued  11,553,100
shares of Tren Property  Corp.'s  Common Stock to its parent  company,  which in
turn made a distribution of that stock to its  shareholders.  The SEC has deemed
that the transaction  described  constitutes an unregistered  distribution,  and
that the reliance on Rule 504 was improper. After our 1000-1 reverse stock split
in 1998,  the  resulting  number  of shares  outstanding  to the  original  Tren
shareholders  accounts for  approximately one tenth of one percent of the issued
and outstanding stock of the Company.  The shares in question were issued almost
four years prior to this amendment.  In light of the small  percentage of shares
involved,  and the  amount of time that has  transpired  since the  issuance  in
October of 1997, we believe that the  likelihood  of  litigation  arising from  
this distribution is remote.                                                    

Effective January 1, 1998, Mr. Litwak exchanged 10,000 shares of Gemma Global,  
Inc. Common Stock for 10,000 shares of the Company's Common Stock As a result of
the exchange, Gemma Global, Inc. became a wholly-owned subsidiary of the        
Company. The issuance of the 10,000 shares was considered exempt from           
registration by reason of Section 4(2) of the Securities ct of 1933. On December
16, 1998 the Company's Board of Directors approved a 1000 to 1 reverse stock    
split. For administrative purposes, the Company rounded up all fractional shares
to a full share. As a result of the reverse stock split and rounding up, 12,667 
shares of the Company's common stock were issued and outstanding. On December   
22, 1998, the Company's then President and principal shareholder, Karen Prentice
exchanged $15,000 of previously advanced funds made to the Company for working  
capital purposes for 8,333,333 shares of the Company's restricted common stock  
at a conversion price of $0.0018 per share.                                     

On December 22, 1998 the Company directed that 850,000 shares be issued to      
Olde Monmouth Capital Co., Inc., and 262,500 shares be issued to Fox Law        
Offices, P.A., in payment for services aggregating $ 2,002. These issuances were
made pursuant to Rule 504 of Regulation D promulgated pursuant to Section 3(b)  
of the Securities Act.                                                          

We commenced an offering of shares of our Common Stock at an offering price of  
$1.00 per share (the "1999 Offering") pursuant to Rule 504 of Regulation D. As a
result of that offering, from February 1, 1999 to March 31, 1999, we issued     
4,000 shares for total proceeds of $4,000, and 180,000 shares to a consultant in
payment for its services valued at $1.00 per share. These issuances were        
considered exempt under Rule 504 of Regulation D promulgated under Section 3(b) 
of the Securities Act.                                                          

In May of 1999, the Company issued 855,000 shares of the Company's Global Group 
Series of Preferred Convertible Stock to Company management, consultants and    
advisors to the Company, all such people considered to be "sophisticated        
investors" in exchange for those individuals' continuation of services in       
developing the Company's shoe business. Each of the individuals had full access 
to its own company's business plan and financial history. The issuance was not  
part of a public offering and was considered exempt from registration by reason 
of Section 4(2) of the Securities Exchange Act. The Global Group series, as     
designated, was convertible into shares of Common Stock of the Company's wholly-
owned subsidiary, Global Group International, Inc.                              

On November 12, 1999, the Company issued a total of 1,000,000 shares of         
restricted Common stock to two individuals in exchange for $100,000. These      
issuances were considered exempt by reason of Section 4(2) of the Securities    
Act. Both investors in this transaction are considered to be accredited         
investors.                                                                      

In September 1999, the Company entered into an exchange agreement ("Exchange    
Agreement") under 368(a)(1)(B) of the Internal Revenue Code with Steven Bass    
("Bass"), the sole owner of all of the issued and outstanding common stock of   
Cavalcade of Sports Network, Inc., whereby Bass exchanged his 200 shares of     
common stock, which represented all of the issued and outstanding shares of     
common stock of Cavalcade of Sports Network, Inc, for, the 2,821,440 shares of  
the Company's common stock previously contributed to the Company by Ms. Prentice
and held in the Company's treasury. Karen Prentice had not returned these shares
to authorized and unissued, rather they were returned to the Company for the    
purposes of this transaction. Ms. Prentice contributed the shares necessary to  
make the acquisition in order to preclude the dilution of existing Company      
shareholders. On December 16, 1999, the 2,821,440 treasury shares were          
transferred to Bass, and he intended to become an officer and director of the   
Company. In November of 2000, due to deteriorating health and personal reasons, 
Bass decided not to join the Company's management team. Bass and the Company    
severed their relationship and he returned his shares to Karen Prentice pursuant
to the Exchange Agreement.                                                      

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From February 1, 2000 through November 2000, several accredited investors       
purchased our 2000 Convertible Subordinated Capital Notes, totaling $457,000.   
The Notes were sold in a Rule 506 Offering, made pursuant to Regulation D, and  
such sales were, therefore, exempt from registration.                           

On May 17, 2000, the Company issued 25,000 shares of its Common Stock to an     
accredited investor in exchange for film consulting services. This issuance was 
considered exempt by reason of Section 4(2) of the Securities Act of 1933.      

Prior to the merger of Cavalcade of Sports Network, Inc. with the Company,      
various unrelated persons had conveyed sports film footage to Cavalcade of      
Sports Network, Inc. in exchange for cash, deferred payments and common stock of
a company with which Cavalcade Sports Network, Inc. had previously intended to  
merge with. As a condition of acquiring Cavalcade of Sports Network, Inc., we   
agreed to issue 66,798 shares of our Company's restricted common stock in place 
of the common stock the sellers previously accepted. As a further condition of  
the merger, the sellers of the video footage returned any shares previously     
received for cancellation.                                                      

From March 21, 2000 to July 25, 2000, the Company issued the 66,798 shares of   
restricted common stock to sophisticated investors in satisfaction of the       
obligations assumed by the Company at the date of the merger. These issuances   
were considered exempt by reason of Section 4(2) of the Securities Act of 1933. 
Those recipients of restricted stock each received, from our president Ed       
Litwak, a live presentation of the Company's business plan, its financial       
condition and it's estimated stock value.                                       

From March 28, 2000 through April 21, 2000, the Company issued 38,766 shares to 
certain individuals that happen to qualify as accredited investors, in exchange 
for services. These issuances were considered exempt by reason of Section 4(2)  
of the Securities Act of 1933.                                                  

On July 25, 2000, the Company issued 1,000 shares of its Common Stock to a      
single accredited investor in payment for services valued at $1,250. This       
issuance was considered exempt from registration by reason of Section 4(2) of   
the Securities Act of 1933.                                                     

Between August 10, 2000 and October 13, 2000, the Company issued 61,060 to      
website-design consultants in payment for services, valued cumulatively at      
$76,325. These issuances were considered exempt from registration by reason of  
Section 4(2) of the Securities Act of 1933. The consultants were considered to  
be sophisticated investors, and each received, from our president Ed Litwak, a  
live presentation of the Company's business plan, its financial condition the   
estimated fair value of its stock.                                              

On August 21, 2000, the Company issued to an accredited investor 5,000 shares of
its Common Stock in exchange for consulting services. This issuance was         
considered exempt by reason of Section 4(2) of the Securities Act of 1933.      

On September 18, 2000, the holders of the Company's preferred stock elected to  
convert their shares to common stock of Global Group International, Inc. As a   
result of the conversion, the Company's interest in Global Group International, 
Inc. was reduced from 100% to less than 1%. The issuance made by Global Group   
International, Inc. was considered exempt from registration by reason of Section
4(2) of the Securities Act of 1933. Again, these holders were considered to be  
sophisticated investors.                                                        

On October 30, 2000, the Company issued a total of 20,000 shares of its Common  
Stock to six individuals and entities in exchange for their advertising,        
song-writing and consulting services, valued cumulatively at $25,000. These     
issuances were considered exempt by reason of Section 4(2) of the Securities Act
of 1933. Each recipient of shares in this issuance is considered accredited.    

On November 9, 2000, the Company issued 2,500 shares of its Common Stock to a   
consultant in exchange for art design services valued at $3,125. This issuance  
was considered exempt by reason of Section 4(2) of the Securities Act of 1933.  
This consultant is an accredited investor.                                      

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On December 1, 2000, the Company issued 500 shares to a film industry consultant
in exchange for its services valued at $625. This issuance was considered exempt
by reason of Section 4(2) of the Securities Act of 1933. This consultant is an  
accredited investor.                                                            

On January 2, 2001, the Company issued to Robert Bubeck and Thomas O'Donnell a  
total of 200,000 shares of Common Stock (100,000 shares to each) in exchange for
ongoing services, and as consideration for signing a Consulting Agreement These 
issuances were considered exempt by reason of Section 4(2) of the Securities Act
of 1933. These consultants received, prior to the issuance of stock, a live     
presentation from our president Ed Litwak of the Company's business plan, its   
financial condition and the estimated fair value of its stock.                  

In March of 2001, several accredited investors purchased our 2001 Convertible   
Subordinated Capital Notes, totaling $55,000. The Notes were sold in a Rule 506 
Offering, made pursuant to Regulation D.                                        

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS                               

Nevada Corporation Law                                                          

Section 78.7502 of the Nevada General Corporation Law contains provisions       
authorizing indemnification by the Company of directors, officers, employees or 
agents against certain liabilities and expenses that they may incur as          
directors, officers, employees or agents of the Company or of certain other     
entities. Section 78.7502(3) provides for mandatory indemnification, including  
attorney's fees, if the director, officer, employee or agent has been successful
on the merits or otherwise in defense of any action, suit or proceeding or in   
defense of any claim, issue or matter therein. Section 78.751 provides that such
indemnification may include payment by the Company of expenses incurred in      
defending a civil or criminal action or proceeding in advance of the final      
disposition of such action or proceeding upon receipt of an undertaking by the  
person indemnified to repay such payment if he shall be ultimately found not to 
be entitled to indemnification under the Section. Indemnification may be        
provided even though the person to be indemnified is no longer a director,      
officer, employee or agent of the Company or such other entities. Section 78.752
authorizes the Company to obtain insurance on behalf of any such director,      
officer employee or agent against liabilities, whether or not the Company would 
have the power to indemnify such person against such liabilities under the      
provisions of the Section 78.7502.                                              

The indemnification and advancement of expenses provided pursuant to Sections   
78.7502 and 78.751 are not exclusive, and subject to certain conditions, the    
Company may make other or further indemnification or advancement of expenses of 
any of its directors, officers, employees or agents. Because neither the        
Articles of Incorporation, as amended, or By-laws of the Company otherwise      
provide, notwithstanding the failure of the Company to provide indemnification  
and despite a contrary determination by the Board of Directors or its           
shareholders in a specific case, a director, officer, employee or agent of the  
Company who is or was a party to a proceeding may apply to a court of competent 
jurisdiction for indemnification or advancement of expenses or both, and the    
court may order indemnification and advancement of expenses, including expenses 
incurred in seeking court- ordered indemnification or advancement of expenses if
it determines that the petitioner is entitled to mandatory indemnification      
pursuant to Section 78.7502(3) because he has been successful on the merits, or 
because the Company has the power to indemnify on a discretionary basis pursuant
to Section 78.7502 or because the court determines that the petitioner is fairly
and reasonably entitled indemnification or advancement of expenses or both in   
view of all the relevant circumstances.                                         

Articles of Incorporation and By-Laws                                           

The Articles of Incorporation and By-laws of the Company, as amended, of the    
Company empower the Company to indemnify current or former directors, officers, 
employees or agents of the Company or persons serving by request of the Company 
in such capacities in any other enterprise or persons who have served by the    
request of the Company is such capacities in any other enterprise to the full   
extent permitted by the laws of the State of Nevada.                            

Pursuant to Nevada law and the Company's Articles of Incorporation and By-laws, 
officers and directors of the Company (and former officers and directors) are   
entitled to indemnification from the Company to the full extent permitted by    
law. The Company's Articles of Incorporation and By-laws generally provide for  
such indemnification for claims arising out of the acts or omissions of the     
Company's officers and directors in their capacity as such, undertaken in good  
faith and in a manner reasonably believed to be in, or not opposed to, the best 
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that his conduct was unlawful. The conditions
and extent of indemnification are set forth in the Articles of Incorporation and
By-laws of the Company and in the Indemnity Agreements between the Company and  
each officer and director. Insofar as indemnification for liabilities arising   
under the Securities Act of 1933 may be permitted to officers, directors or     
persons controlling the Company pursuant to the foregoing provisions, the       
Company has been informed that in the opinion of the Securities and Exchange    
Commission, such indemnification is against public policy as expressed in the   
Act and is therefore unenforceable.                                             

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Limitation On Liability                                                         

As permitted by Nevada law, the Company's Articles of Incorporation provide that
a director of the Company shall not be personally liable for monetary damages   
for a breach of fiduciary duty as such, except for liability (i) for any breach 
of the director's duty of loyalty, (ii) for acts or omissions not in good faith 
or which involve intentional misconduct or a knowing violation of law, or (iii) 
for any transaction from which the director derived an improper personal        
benefit. This provision is intended to afford the Company's directors additional
protection from, and limit their potential liability from, suits alleging a     
breach of their duty of care. The Company believes this provision will assist it
in the future in securing the services of directors who are not employees of the
Company. As a result of the inclusion of such a provision, shareholders may be  
unable to recover monetary damages against directors for actions taken by them  
which constitute negligence or gross negligence or which are in violation of    
their fiduciary duties although it may be possible to obtain injunctive or other
equitable relief with respect to such actions. If equitable remedies are found  
not to be available to shareholders for any particular case, shareholders may   
not have any effective remedy against the challenged conduct.                   

Indemnity Agreement                                                             

In order to induce and encourage highly experienced and capable persons to serve
as directors and officers, we have entered into an Indemnity Agreement with each
director and officer presently serving us and will provide the same agreement to
future directors and officers as well as certain agents and employees. The      
Agreement provides that we shall indemnify the director and/or officer, or other
person, when he or she is a party to, or threatened to be made a party to, a    
proceeding by, or in the name of, the Company. Expenses incurred by the         
indemnified person in any proceeding is to be paid to the fullest extent        
permitted by applicable law. The Agreement may at some time require us to pay   
out funds which might otherwise be utilized to further our business objectives, 
thereby reducing our ability of to carry out its projected business plans.      

Director's and Officer's Liability Insurance                                    

At present, we do not have any liability insurance for the benefit of its       
officers and directors. Because of the expected cost of such insurance, we have 
no present plans to obtain such insurance.                                      

SEC Position on Indemnification for Security Act Liability                      

Insofar as indemnification for liabilities arising under the Securities Act of  
1933, as amended, may be permitted to directors, officers and controlling       
persons of the Company pursuant to the foregoing provisions, or otherwise, we   
have been advised that is the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the Securities Act
of 1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than our payment of expenses
incurred or paid by a director, officer or controlling person of the Company in 
the successful defense of any action, suite or proceeding) is asserted by such  
director, officer or controlling person in connection with the securities being 
registered, we will, unless in the opinion of its counsel the matter has been   
settled by controlling precedent, submit to a court of appropriate jurisdiction 
the question of whether such indemnification by it is against public policy as  
expressed in the Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.                                               

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SIGNATURES              

       In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by 
the undersigned, thereunto duly authorized                                      

                                             Cavalcade of Sports Media, Inc.
                        Registrant

Date: August 2, 2001                           By: /s/ Edward E. Litwak         
                                                   -----------------------------
                                                  Edward E.  Litwak, President

/s/ Edward E. Litwak                                                            
-----------------------------                      August 2, 2001               
Edward E. Litwak, CEO                                                           

/s/ Edward E. Litwak                                                            
----------------------------                                                    
Edward E. Litwak, CFO                                                           

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FINANCIAL STATEMENTS AND SCHEDULES

DECEMBER 31, 2000 AND 1999

 CAVALCADE OF SPORTS MEDIA, INC.
 (A Development Stage Company)

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)

 Index to Financial Statements

                                                        [Enlarge/Download Table]


-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
                                                                                                 Page No.          
Report of Independent Certified Public Accountants                                                 F-3             
Consolidated Balance Sheet at December 31, 2000 and 1999                                        F-4 to F-5         
Consolidated Statements of Losses for the two years    ended December 31, 2000 and                                 
1999, and for the period July 29, 1997    (date of inception)   to December 31, 2000                               
for the two years  ended December 31, 2000 and 1999, and for the    period July 29,                                
1997    (date of inception) to December 31, 2000                                                   F-6             
 Consolidated Statements of Deficiency in Stockholders' Equity for the two years ended                             
December 31, 2000 and 1999, and for the period July 29, 1997 (date of inception) to                                
December 31, 2000                                                                               F-7 to F-8         
Consolidated Statements of Cash Flows for the two years ended December 31, 2000 and                                
1999, and for the period July 29, 1997  (date of inception) to December 31, 2000                   F-9             
Notes to Consolidated Financial Statements                                                     F-10 to F-23        
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                                                    
Condensed Consolidated Balance Sheet as of March 31, 2001 and December 31,                      F-24- F-25         
2000                                                                                                               
Condensed Consolidated Statement of Losses for the three months ended March 31, 2001                               
and 2000 and for the period July 29, 1997 (date of inception) to March 31, 2001                    F-26            
Consolidated Statement of Deficiency in Stockholders' Equity for the period  July 29,                              
1997 (date of inception) to March 31, 2001                                                      F-26-F-27          
Condensed Consolidated Statement of Cash Flows for the three months ended March 31,                                
2001 and 2000 and for the period July 29, 1997 (date of inception) to March 31, 2001                               
                                                                                                   F-28            
Condensed Notes to Consolidated Financial Statements at  March 31, 2001                          F-30-F38          


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 STEFANOU & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS

 1360 Beverly Road
 Suite 305
 McLean, VA 22101-3621
703-448-9200
703-448-3515 (fax)
                                                              Philadelphia, PA
------------------------------------------------------------------------------- 

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors                                                              
Cavalcade of Sports Media, Inc.                                                 
Del Mar, California                                                             

 We have audited the accompanying consolidated balance sheets of
Cavalcade of Sports Media, Inc. (a development stage Company) as of December 31,
2000 and 1999 and the related consolidated statements of losses, deficiency in  
stockholders' equity, and cash flows for the years then ended and for the period
July 29, 1997 (date of inception) to December 31, 2000. These financial         
statements are the responsibility of the company's management. Our              
responsibility is to express an opinion on these financial statements based upon
our audits.                                                                     

        We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatements. 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 our audits provide 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
Cavalcade of Sports Media, Inc. as of December 31, 2000 and 1999, and the       
results of its operations and its cash flows for the two years ended, and from  
July 29, 1997 (date of inception) to December 31, 2000, in conformity with      
generally accepted accounting principles.                                       

       The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note M to
the financial statements, the Company has suffered recurring losses from        
operations, is in default under the terms of its debt obligations and has no    
established source of revenue. This raises substantial doubt about its ability  
to continue as a going concern. Management's plans in regard to these matters   
are also described in Note M. The financial statements do not include any       
adjustments that might result from the outcome of this uncertainty.             

                                               /s/ STEFANOU & COMPANY, LLP
                                                   -----------------------
                                               Stefanou & Company, LLP
                                                Certified Public Accountants
McLean, Virginia                                                                
March 8, 2001                                                                   

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2000 and 1999

                                                        [Enlarge/Download Table]


         ASSETS                                                           2000       1999   
                                                                          ----       ----   
                                                                                            
CURRENT ASSETS:                                                                             

         Cash and equivalents                                           $ 59,840   $ 37,795 
              Advances                                                     5,000          - 
                                                                           -----   ---------
                  Total current assets                                    64,840     37,795 

OTHER ASSETS:                                                                               
            Film library, at cost (Note B)                               392,752    339,497 
         Goodwill, net of amortization of $ 98,093 in 2000 and $ - in                       
         1999                                                            392,374    490,467 
                                                                         -------    ------- 
                                                                         785,126    753,147 

                                                                       $ 849,966  $ 867,759 
                                                                       =========  ========= 


 See accompanying notes to consolidated financial statements

 F-4

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2000 and 1999

                                                        [Enlarge/Download Table]


                                                                          2000         1999     
                                                                          ----         ----     
                                                                                                
         LIABILITIES                                                                            

CURRENT LIABILITIES:                                                                            

         Accounts payable and accrued expenses (Note C)                     $ 211,895   $266,369
             Other accrued liabilities (Note F)                               380,000    380,000
              Notes payable (Note D)                                          557,000          -
         Advances from officers  (Note H)                                     317,453    261,729
                                                                              -------    -------

                  Total current liabilities                                 1,466,348    908,098

COMMITMENTS AND CONTINGENCIES (NOTE G)                                                          

DEFICIENCY IN STOCKHOLDERS' EQUITY (NOTE F)                                                     

          Preferred stock, par value, $.001 per share; 10,000,000 shares                        
          authorized; none issued at December 31, 2000 and 855,000                              
          issued at December 31,1999                                                -        855
          Common stock,  par value, $.001 per share; 100,000,000                                
          shares authorized ; 10,863,124 issued at December 31, 2000;                           
          10,642,500 shares issued at December 31, 1999                        10,863     10,642
         Additional paid-in-capital                                           880,541    598,982
         Deficit accumulated during development stage                     (1,507,786)  (650,818)
                                                                          -----------  ---------
             Deficiency in stockholders' equity                             (616,382)   (40,339)

                                                                            $ 849,966   $867,759
                                                                            =========   ========


 See accompanying notes to consolidated financial statements

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
 CONSOLIDATED STATEMENTS OF LOSSES
YEARS ENDED DECEMBER 31,

                                                        [Enlarge/Download Table]


                                                                                             Period from 
                                                                                            July 29, 1997
                                                                                               (date of  
                                                                                              inception) 
                                                                                               through   
                                                                                             December 31,
                                                                2000           1999              2000    
                                                                ----           ----              ----    

                                                                                                         
Revenues:                                                           $     -       $     -         $    - 

Cost and expenses:                                                                                       
              General and administrative                            789,260       199,459      1,108,808 
               Interest                                              31,850             -         31,850 
              Amortization                                           98,093             -         98,093 
                                                               ------------  ------------  ------------- 
              Total costs and expenses                              919,203       199,459      1,238,751 
                                                               ------------  ------------  ------------- 
Loss from operations                                              (919,203)     (199,459)    (1,238,751) 
Other income:                                                                                            
             Miscellaneous income                                     1,881         2,885          4,766 
             Interest income                                            130             -            130 
                                                               ------------  ------------  ------------- 
                                                                      2,011         2,885          4,896 
                                                               ------------  ------------  ------------- 
Loss from continuing operations, before income taxes and                                                 
discontinued operations                                           (917,192)     (196,574)    (1,233,855) 
Income (taxes) benefit                                                   -              -            -   
                                                               ------------  ------------  ------------- 
                                                                          -                            - 
Loss  from   continuing   operations,   before   discontinued                                            
operations                                                        (917,192)     (196,574)    (1,233,855) 
Loss from discontinued operations (Note K)                         (18,750)     (241,471)      (352,905) 
Income on disposal of discontinued operations  (Note K)              78,974             -         78,974 
                                                               ------------  ------------  ------------- 
              Net loss                                          $ (856,968)   $ (438,045)  $ (1,507,786) 
                                                                ===========   ===========  ============= 

Income (loss) per common share (basic and assuming  dilution)                                            
(Note I)                                                          $   (.08)    $    (.05)      $   (.22) 
                                                                  =========    ==========      ========= 
Continuing operations                                                 (.08)                        (.18) 
                                                                                    (.02)                
Discontinued operations                                            $    .00    $    (.03)      $   (.04) 

Weighted average common shares outstanding                       10,762,172     9,133,593      6,716,822 
                                                                 ==========     =========      ========= 


 See accompanying notes to consolidated financial statements
 F-6

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                                                        [Enlarge/Download Table]


                                         CAVALCADE OF SPORTS MEDIA, INC.                                               
                                        (A developmental stage company)                                                
                           CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY                               
                    FOR THE PERIOD JULY 29, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2000                         

                                                     Preferred   Stock         Common      Stock         Additional    
                                                       Shares     Amount       Shares       Amount    Paid-in-Capital  
                                                       ------     ------       ------       ------    ---------------  

                                                                                                                       
Shares issued at date of inception (July 29, 1997)                                                                     
to founders in exchange for contribution of                                                                            
organization costs valued @ $.91 per share, as                -      $   -         12,657      $  12         $  11,541 
restated (Note F)                                                                                                      
Net loss                                                      -                                                        
                                                     ----------  -------------  ---------- ----------      ----------- 
                                                                         -              -          -                 - 
Balance at December 31, 1997 as restated                      -          -         12,657         12            11,541 
Shares issued January 1, 1998 in exchange for                                                                          
Gemma Global, Inc., valued @ $.001 per share, as              -          -             10          -                 - 
restated (Note F)                                                                                                      
Shares issued December 22, 1998 to consultants in                                                                      
exchange for services valued @  $.002 per share               -          -      1,112,500      1,113               889 
(Note F)                                                                                                               
Shares issued December 22, 1998 to President  in                                                                       
exchange for  debt  valued @  $.002 per share                 -          -      8,333,333      8,333             6,667 
(Note F)                                                                                                               
Operating expenses incurred by principal                                                                               
shareholder (Notes F and G)                                   -          -              -          -             8,925 
Net loss                                                                                                               
                                                     ----------  -------------  ---------- ----------      ----------- 
                                                              -          -              -          -                 - 
Balance at December 31, 1998                                                    9,458,500      9,458            28,022 
Shares issued on April 13, 1999 for cash  in                                                                           
connection with private placement @ $ 1.00 per                -          -          4,000          4             3,996 
share (Note F)                                                                                                         
Shares issued on April 13, 1999 to consultants  in                                                                     
exchange for services valued @  $1.00 per share               -          -        180,000        180           179,820 
(Note F)                                                                                                               
Shares issued May 28, 1999 in exchange for                                                                             
services valued @ $.001 per share   (Note F)            855,000        855              -          -                 - 
Contribution of  shares to treasury on September                                                                       
30, 1999 by principal shareholder (Notes C and F)             -          -    (2,821,440)          -             2,821 
Shares issued on November 12, 1999 for cash in                                                                         
connection with private placement @ $ .10 per                 -          -      1,000,000      1,000            99,000 
share (Note F)                                                                                                         
Release of shares held in treasury and acquisition                                                                     
of Cavalcade of Sports Network, Inc. on December              -          -      2,821,440          -           279,323 
16, 1999  (Note C and F)                                                                                               
Operating expenses incurred by principal                                                                               
shareholder (Note G)                                          -          -              -          -             6,000 
Net loss                                                                                                               
                                                     ----------  -------------  ---------- ----------      ----------- 
                                                              -          -              -          -                 - 
Balance at December 31, 1999                            855,000      $ 855     10,642,500   $ 10,642         $ 598,982 
                                                     =========   ============= =========   ==========      ============



                                                   Deficit Accumulated     Treasury                                    
                                                   During Development        Stock        Total                        
                                                         Stage               -----        -----                        
                                                         -----                                                         
                                                                                                                       
Shares issued at date of inception (July 29, 1997)                                                                     
to founders in exchange for contribution of                                                                            
organization costs valued @ $.91 per share, as          $       -    $         -    $ 11,553                           
restated (Note F)                                                                                                      
Net loss                                                                                                               
                                                        ---------  -------------   ---------                           
                                                                -              -           -                           
Balance at December 31, 1997 as restated                        -              -      11,553                           
Shares issued January 1, 1998 in exchange for                                                                          
Gemma Global, Inc., valued @ $.001 per share, as                -              -           -                           
restated (Note F)                                                                                                      
Shares issued December 22, 1998 to consultants in                                                                      
exchange for services valued @  $.002 per share                 -              -       2,002                           
(Note F)                                                                                                               
Shares issued December 22, 1998 to President  in                                                                       
exchange for  debt  valued @  $.002 per share                   -              -      15,000                           
(Note F)                                                                                                               
Operating expenses incurred by principal                                                                               
shareholder (Notes F and G)                                     -              -       8,925                           
Net loss                                                (212,773)                  (212,773)                           
                                                        ---------  -------------   ---------                           
                                                                               -                                       
Balance at December 31, 1998                            (212,773)              -   (175,293)                           
Shares issued on April 13, 1999 for cash  in                                                                           
connection with private placement @ $ 1.00 per                  -              -       4,000                           
share (Note F)                                                                                                         
Shares issued on April 13, 1999 to consultants  in                                                                     
exchange for services valued @  $1.00 per share                 -              -     180,000                           
(Note F)                                                                                                               
Shares issued May 28, 1999 in exchange for                                                                             
services valued @ $.001 per share   (Note F)                    -              -         855                           
Contribution of  shares to treasury on September                                                                       
30, 1999 by principal shareholder (Notes C and F)               -        (2,821)           -                           
Shares issued on November 12, 1999 for cash in                                                                         
connection with private placement @ $ .10 per                   -              -     100,000                           
share (Note F)                                                                                                         
Release of shares held in treasury and acquisition                                                                     
of Cavalcade of Sports Network, Inc. on December                -          2,821     282,144                           
16, 1999  (Note C and F)                                                                                               
Operating expenses incurred by principal                                                                               
shareholder (Note G)                                            -              -       6,000                           
Net loss                                                (438,045)                  (438,045)                           
                                                        ---------  -------------   ---------                           
                                                                               -                                       
Balance at December 31, 1999                        $  ( 650,818)    $         -  $ (40,339)                           
                                                     ============= =============  ==========                           


 See accompanying notes to consolidated financial statements
 F-7

                                                        [Enlarge/Download Table]


                                       CAVALCADE OF SPORTS MEDIA, INC.                                               
                                       (A developmental stage company)                                               
                        CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY                                
                  FOR THE PERIOD JULY 29, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2000                         
                                                 (continued)                                                         

                                                     Preferred  Stock              Common    Stock      Additional   
                                                      Shares      Amount           Shares   Amount    Paid-in-Capital
                                                      ------      ------           ------   ------    ---------------

                                                                                                                     
Balance forward                                        855,000       $ 855     10,642,500   $ 10,642      $  598,982 
Shares issued in March  2000 in exchange for debt                                                                    
@ $1.25 per share                                            -           -         61,798         62          77,185 
Shares issued on March  28, 2000 in exchange for                                                                     
services  @ $1.25 per share                                  -           -          2,100          2           2,623 
Shares issued on April  27, 2000 in exchange for                                                                     
services @ $1.25 per share                                   -           -          7,500          8           9,367 
Shares issued  on May 8, 2000 in exchange for                                                                        
services @ $1.25 per share                                   -           -         12,500         13          15,612 
Shares issued May 17, 2000 in exchange for                                                                           
services @ $1.25 per share                                   -           -         25,000         25          31,225 
Shares issued June , 2000 in exchange for debt  @                                                                    
$1.25 per share                                              -           -          4,000          4           4,996 
Shares issued June, 2000 in exchange for services                                                                    
@ $1.25 per share                                            -           -         17,666         18          22,065 
Shares issued July 25, 2000 in exchange for debt @                                                                   
$1.25 per share                                              -           -          1,000          1           1,249 
Shares issued August , 2000 in exchange for                                                                          
services @ $1.25 per share                                   -           -         65,000         65          81,185 
Conversion of preferred stock on September 18,                                                                       
2000 (Note K)                                        (855,000)       (855)              -          -               - 
Shares issued October 13, 2000,  in exchange for                                                                     
services @ $1.25 per share                                   -           -          1,060          1           1,324 
Shares issued October  30, 2000, shares issued in                                                                    
exchange for services @ $1.25 per share                      -           -         20,000         20          24,980 
Shares issued November 9, 2000,  in exchange for                                                                     
services @ $1.25 per share                                   -           -          2,500          2           3,123 
Shares issued December   1, 2000,  issued in                                                                         
exchange for services @ $ 1.25 per share                     -           -            500          -             625 
Operating expenses incurred by principal                                                                             
shareholder (Note G)                                         -           -              -          -           6,000 
Net loss                                                                                                             
                                                             -           -              -          -               - 
                                                     --------------- -----     ----------   --------      ---------- 
Balance at December 31, 2000                                         $   -     10,863,124   $ 10,863      $  880,541 
                                                     =============== =====     ==========   ========      ========== 



                                                    Deficit Accumulated     Treasury        Total                    
                                                     During Development       Stock         ------                   
                                                           Stage              ------                                 
                                                           -----                                                     

                                                                                                                     
Balance forward                                            $    (650,818)       $     -    $ (40,339)                
Shares issued in March  2000 in exchange for debt                                                                    
@ $1.25 per share                                                       -             -        77,248                
Shares issued on March  28, 2000 in exchange for                                                                     
services  @ $1.25 per share                                             -             -         2,625                
Shares issued on April  27, 2000 in exchange for                                                                     
services @ $1.25 per share                                              -             -         9,375                
Shares issued  on May 8, 2000 in exchange for                                                                        
services @ $1.25 per share                                              -             -        15,625                
Shares issued May 17, 2000 in exchange for                                                                           
services @ $1.25 per share                                              -             -        31,250                
Shares issued June , 2000 in exchange for debt  @                       -             -                              
$1.25 per share                                                                                 5,000                
Shares issued June, 2000 in exchange for services                                                                    
@ $1.25 per share                                                       -             -        22,083                
Shares issued July 25, 2000 in exchange for debt @                                                                   
$1.25 per share                                                         -             -         1,250                
Shares issued August , 2000 in exchange for                                                                          
services @ $1.25 per share                                              -             -        81,250                
Conversion of preferred stock on September 18,                                                                       
2000 (Note K)                                                           -             -         (855)                
Shares issued October 13, 2000,  in exchange for                                                                     
services @ $1.25 per share                                              -             -         1,325                
Shares issued October  30, 2000, shares issued in                                                                    
exchange for services @ $1.25 per share                                 -             -        25,000                
Shares issued November 9, 2000,  in exchange for                                                                     
services @ $1.25 per share                                              -             -         3,125                
Shares issued December   1, 2000,  issued in                                                                         
exchange for services @ $ 1.25 per share                                -             -           625                
Operating expenses incurred by principal                                                                             
shareholder (Note G)                                                    -             -         6,000                
Net loss                                                                                                             
                                                              (856,968)               -     (856,968)                
                                                         ----------------       -------   -----------                
Balance at December 31, 2000                             $    (1,507,786)       $     -   $ (616,382)                
                                                         ================       =======   ===========                


 See accompanying notes to consolidated financial statements
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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
 CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,

                                                        [Enlarge/Download Table]


                                                                                                     Period from July  
                                                                                                    29, 1997 (date of  
                                                                                                    inception) through 
                                                                            2000        1999         December 31,2000  
                                                                            ----        ----         ----------------  
                                                                                                                       
Increase (decrease) in cash and equivalents:                                                                           
Cash flows from operating activities                                                                                   
Net loss for the period from continuing operations                       $ (917,192)  $  (196,574)       $  (1,238,855)
Adjustments to reconcile net earnings to net cash provided by operating                                                
activities:                                                                                                            
         Loss from discontinued operations                                  (18,750)     (241,471)            (352,905)
          Amortization                                                        98,093             -               98,093
         Organization and acquisition costs expensed                               -             -               11,553
         Common stock issued in exchange for services                        192,283       180,000              385,838
         Disposal of  business segment, net                                   78,974             -               78,974
          Common stock issued in exchange for debt                            83,498             -              108,498
         Preferred stock issued in exchange for services                           -           855                  855
         Conversion of preferred stock                                         (855)             -                (855)
         Write off of acquired asset                                               -         5,000                5,000
         Expenses paid by principal shareholder                                6,000         6,000               20,925
         Expenses paid by shareholders in exchange for    common stock             -        25,000               25,000
         (Increase) decrease in:                                                                                       
                   Advances                                                  (5,000)             -              (5,000)
              Increase (decrease) in:                                                                                  
            Accounts payable and accrued expenses, net                                      22,499             (17,686)
                                                                            --------     ---------            ---------
                                                                            (54,475)                                   
             Net cash used in operating activities                         (537,424)     (198,691)            (875,565)
Cash flows from investing activities:                                                                                  
             Acquisition of film and footage production costs               (53,255)             -             (53,255)
             Cash acquired in connection with acquisition                                   35,207               35,207
                                                                            --------     ---------            ---------
                                                                                   -                                   
             Net cash provided form investing activities                    (53,255)        35,207             (18,048)
Cash flows provided (used) in financing activities:                                                                    
             Advances from officer, net                                       55,724       120,054              317,453
             Proceeds from issuance of notes payable                         557,000             -              557,000
             Proceeds from issuance of common stock, net                                    79,000               79,000
                                                                            --------     ---------            ---------
                                                                                   -                                   
             Net cash, provided (used) in financing activities               612,724       199,054              953,453
                                                                            --------     ---------            ---------
             Net (decrease) increase in cash and equivalents                  22,045        35,570               59,840
             Cash and equivalents at beginning of period                      37,795         2,225                    -
                                                                            --------     ---------            ---------
             Cash and equivalents at end of period                          $ 59,840     $  37,795            $  59,840
                                                                            ========     =========            =========
Supplemental Disclosures of Cash Flow Information                                                                      
Cash paid during the period for interest                                      $    -       $     -              $     -
Cash paid during the period for taxes                                              -             -                    -
Common stock issued for services                                             192,283       180,000              385,838
Conversion of preferred stock                                                  (855)             -                (855)
Preferred stock issued in exchange for services                                    -           855                  855
Contribution of shares to treasury by principal shareholder                        -       (2,821)              (2,821)
Common stock issued in exchange for debt                                      83,498             -               98,498
Acquisition:                                                                                                           
         Assets acquired                                                           -       379,704              379,704
                Goodwill                                                           -       490,467              490,467
         Accumulated deficit                                                       -             -                    -
         Liabilities assumed                                                       -     (588,027)            (588,027)
         Common stock issued                                                             (282,144)            (282,144)
                                                                            --------     ---------            ---------
                                                                                   -                                   
         Net cash paid for acquisition                                                                                -
                                                                            ========     =========            =========
                                                                                   -             -                     
Liabilities disposed of in disposition of business, net                       79,374                             79,374
                                                                            ========     =========            =========
                                                                                                 -                     
Net cash received in disposition of business                                  $    -        $    -             $      -
                                                                            ========     =========            =========


 See accompanying notes to consolidated financial statements
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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE A-SUMMARY OF ACCOUNTING POLICIES                                           

A summary of the significant accounting policies applied in the preparation of  
the accompanying financial statements follows.                                  

Business and Basis of Presentation                                              

Cavalcade of Sports Media, Inc. (the "Company") is in the development stage and 
its efforts have been principally devoted to developing a sports entertainment  
business, which will provide 24 hours per day broadcasting from a library of    
nostalgic sports films and footage to paid subscribers. To date the Company has 
generated no sales revenues, has incurred expenses, and has sustained losses.   
Consequently, its operations are subject to all risks inherent in the           
establishment of a new business enterprise. For the period from inception       
through December 31, 2000, the Company has accumulated losses of $ 1,507,786.   

The consolidated financial statements include the accounts of Cavalcade of      
Sports Media, Inc. and its wholly-owned subsidiaries, Cavalcade of Sports       
Network, Inc. and Global Group International, Inc. Significant intercompany     
transactions have been eliminated in consolidation.                             

Revenue Recognition                                                             

The Company will follow a policy of recognizing subscriber fee income as revenue
in the period the service is provided.                                          

Film Library                                                                    

The inventories of the Company's nostalgic sports film and footage ("Film       
Library") are stated at the lower of unamortized acquisition cost or net        
realizable value. Cost principally consists of direct acquisition costs of the  
films and footage of previously televised programs and events, post-production  
costs, and production overhead. The Company's Film Library is amortized on a    
straight-line basis over a period not to exceed five years starting once footage
is ready for distribution. The straight line method of amortization is also used
for tax purposes. The unamortized costs of the Film Library are classified as   
noncurrent assets.                                                              

Advertising                                                                     

The Company follows the policy of charging the costs of advertising to expenses 
incurred. Advertising costs incurred during the years ended December 31, 2000   
and 1999 were $ 20,373 and $ 0, respectively.                                   

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)                               

Income Taxes                                                                    

Income taxes are provided based on the liability method for financial reporting 
purposes in accordance with the provisions of Statements of Financial Standards 
No. 109, "Accounting for Income Taxes". Under this method deferred tax assets   
and liabilities are recognized for the future tax consequences attributable to  
differences between the financial statement carrying amounts of existing assets 
and liabilities are measured using enacted tax rates expected to apply to       
taxable income in the years in which those temporary differences are expected to
be removed or settled. The effect on deferred tax assets and liabilities of a   
change in tax rates is recognized in the statement of operations in the period  
that includes the enactment date.                                               

Cash Equivalents                                                                

For purposes of the Statements of Cash Flows, the Company considers all highly  
liquid debt instruments purchased with a maturity date of three months or less  
to be cash equivalents.                                                         

Goodwill and Other Intangibles                                                  

Goodwill represents the excess of the purchase price over the fair value of     
acquired the company and is being amortized on a straight-line basis over a     
period not exceeding five years. Should events or circumstances occur subsequent
to the acquisition of a business which bring into question the realizable value 
or impairment of the related goodwill, the Company will evaluate the remaining  
useful life and balance of goodwill and make adjustments, if required. The      
Company's principal consideration in determining an impairment includes the     
strategic benefit to the Company of the particular asset or assets as measured  
by discounted current and expected future operating income of that specified    
group of assets and expected discounted future cash flows. Should impairment be 
identified, a loss would be reported to the extent that the carrying value of   
the related goodwill exceeds the fair value of that goodwill based upon the     
expected discounted future cash flows                                           

Long-Lived Assets                                                             

The Company has adopted Statement of Financial Accounting Standards No. 121     
(SFAS 121). The Statement requires that long-lived assets and certain           
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. SFAS No. 121 also requires assets to be        
disposed of be reported at the lower of the carrying amount or the fair value   
less costs to sell.                                                             

F-11

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)                               

Use of Estimates                                                                

The preparation of financial statements in conformity with generally accepted   
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly actual results     
could differ from those estimates.                                              

Concentrations of Credit Risk                                                   

Financial instruments and related items, which potentially subject the Company  
to concentrations of credit risk, consist primarily of cash, cash equivalents   
and trade receivables. The Company places its cash and temporary cash           
investments with high credit quality institutions. At times, such investments   
may be in excess of the FDIC insurance limit.                                   

Stock Based Compensation                                                        

The Company accounts for stock transactions in accordance with APB Opinion 25,  
"Accounting for Stock Issued to Employees." In accordance with statement of     
Financial Accounting Standards No. 123, "Accounting for Stock Based             
Compensation," the Company has adopted the proforma disclosure requirements.    

Liquidity                                                                       

Cavalcade of Sports Media,  Inc. (the "Company") is in the development stage and
its efforts have been principally  devoted to developing a sports  entertainment
business,  which will  provide 24 hours per day  broadcasting  from a library of
nostalgic sports films and footage to paid subscribers.  To date the Company has
generated no sales revenues, has incurred expenses, and has sustained losses. As
shown in the accompanying financial statements,  the Company incurred a net loss
of $ 856,920  during the year ended  December 31, 2000 and $ 438,045  during the
year ended December 31, 1999.  The Company's  current  liabilities  exceeded its
current  assets by $ 1,401,508  as of  December  31,  2000.  For the period from
inception  through  December 31, 2000, the Company has  accumulated  losses of $
1,507,786. Consequently, its operations are subject to all risks inherent in the
establishment of a new business enterprise.                                     

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F-12

 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)                               

Comprehensive Income                                                            

The Company does not have any items of comprehensive income in any of the       
periods presented.                                                              

Segment Information                                                           

The Company adopted Statement of Financial Accounting Standards No. 131,        
Disclosures about Segments of an Enterprise and Related Information ("SFAS      
131"). SFAS establishes standards for reporting information regarding operating 
segments in annual financial statements and requires selected information for   
those segments to be presented in interim financial reports issued to           
stockholders. SFAS 131 also establishes standards for related disclosures about 
products and services and geographic areas. Operating segments are identified as
components of an enterprise about which separate discrete financial information 
is available for evaluation by the chief operating decision maker, or decision  
making group, in making decisions how to allocate resources and assess          
performance. The information disclosed herein, materially represents all of the 
financial information related to the Company's principal operating segments.    

Net Loss Per Share                                                              

The Company has adopted Statement of Financial Accounting Standard No. 128,     
"Earnings Per Share," specifying the computation, presentation and disclosure   
requirements of earnings per share information. Basic earnings per share has    
been calculated based upon the weighted average number of common shares         
outstanding. Stock options and warrants have been excluded as common stock      
equivalents in the diluted earnings per share because they are either           
antidilutive, or their effect is not material.                                  

New Accounting Pronouncements                                                   

The Company adopted Statement of Financial Accounting Standards No. 132,        
Employers' Disclosures about Pension and Other -Post Employment Benefits ("SFAS 
132") in the year ended December 31, 1999. SFAS No. 132 establishes disclosure  
requirements regarding pension and post employment obligations. SFAS No. 132    
does not affect the Company as of December 31, 1999.                            

The Company adopted Statement of Financial Standards No. 133, Accounting for    
Derivative Instruments and for Hedging Activities ("SFAS No. 133") in the year  
ended December 31, 1999. SFAS No. 133 requires that certain derivative          
instruments be recognized in balance sheets at fair value and for changes in    
fair value to be recognized in operations. Additional guidance is also provided 
to determine when hedge accounting treatment is appropriate whereby hedging     
gains and losses are offset by losses and gains related directly to the hedged  
item. SFAS No. 133's impact on the Company's consolidated financial statements  
is not expected to be material as the Company has not historically used         
derivative and hedge instruments.                                               

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE A-SUMMARY OF ACCOUNTING POLICIES (continued)                               

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 (" SAB 101"), Revenue Recognition in Financial Statements,     
which will become effective December 31, 2000. The Company does not expect the  
standard to have a material effect on its financial condition or operating      
results.                                                                        

In March 2000, the Financial Accounting Standards Board issued interpretation   
No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving Stock         
Compensation, an Interpretation of APB Opinion No. 25". FIN 44 clarifies the    
application of APB No. 25 for (a) the definition of employee for purposes of    
applying APB No. 25, (b) the criteria for determining whether a plan qualifies  
as a noncompensatory plan, (c) the accounting consequences of various           
modifications to previously fixed stock option or award, and (d) the accounting 
for an exchange of stock compensation awards in a business combination. FIN 44  
is effective July 2, 2000 but certain conclusions cover specific events that    
occur after either December 15, 1998 or January 12, 2000. The adoption of FIN 44
did not have an affect on the Company's financial statements but may impact the 
accounting for grants or awards in future periods                               

In June, 2000, Statement of Position No. 00-2, Accounting for Producers or      
Distributors of Films, was issued, which replaces SFAS no. 53, Financial        
Reporting by Producers and Distributors of Motion Picture Films. The accounting 
standard establishes new accounting standards for producers and distributors of 
films, including changes in revenue recognition and accounting for advertising, 
development and overhead costs. This pronouncement is effective for fiscal years
beginning after December 15, 2000, but earlier application is acceptable. The   
Company believes that it is already in substantial compliance with the          
accounting requirements as set forth in this new pronouncement, and therefore   
believes that adoption will not have a material effect on financial condition or
operating results.                                                              

NOTE B- FILM LIBRARY                                                            

The Company's Film Library is comprised of nostalgic sports films and footage   
which resides in the public domain. The Company may not have enforceable legal  
rights to control the access and distribution of the content of these films and 
footage.                                                                        

The Company's Film Library at December 31, 2000 and 1999 consists of the        
following:                                                                      

                                                        [Enlarge/Download Table]


                                                                                  2000       1999
                                                                                  ----       ----
                                                                                                 
Nostalgic sports films and footage acquisition and direct production  costs  $ 392,752  $ 339,497
                                                                             =========  =========

Post production costs capitalized during the years ended December 31, 2000 and  
1999 were $23,948 and $ 0, respectively.                                        

F-14

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE C- ACQUISITION                                                             

In December 1999 the Company acquired Cavalcade of Sports Network, Inc., in     
exchange for $282,144 consisting of 2,821,440 shares of the Company's common    
stock in a transaction accounted for using the purchase method of accounting.   
From its inception and up to its acquisition by the Company, Cavalcade of Sports
Network, Inc. did not operate a business, and as such did not have any revenue  
producing activities, employees, market distribution system, sales force,       
customers, production techniques and or trade names.                            

The total purchase price and carrying value of the net assets acquired of       
Cavalcade of Sports Network, Inc. were as follows:                              

        Current assets                                             $  40,207
        Film footage                                                 339,497
        Goodwill                                                     490,467
        Liabilities assumed                                        (588,027)
                                                                  ----------
                                                                  $  282,144
                                                                  ==========

The Company valued the common stock issued to Cavalcade of Sports Network, Inc. 
at $.10 per share, which approximated the fair value of the Company's common    
stock at the date of acquisition. The Company has recorded the carryover basis  
of the net assets acquired, which did not differ materially from their fair     
value and its operating results have been included in the Company's consolidated
financial statements since the date of purchase.                                

In connection with the acquisition of Cavalcade of Sports Network, Inc., the    
Company agreed to issue its common stock in exchange for an aggregate of the $  
463,498 of the liabilities assumed. During the year ended December 31, 2000, the
Company issued 66,798 shares of restricted common stock in exchange for $83,498 
of assumed liabilities. The Company shall also offer the Company's common stock,
subject to registration, to the holders of $380,000 of debt (see Note F). The   
balance of the liabilities assumed, $ 124,529, is payable in cash. As of        
December 31, 2000, $ 83,175 remains outstanding and the Company intends to pay  
these amounts within the next twelve months, subject to the availability of     
sufficient working capital.                                                     

F-15

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE D- NOTES PAYABLE                                                           

Notes payable at December 31, 2000 and 1999 are as follows:                     

                                                        [Enlarge/Download Table]


                                                                                2000           1999     
                                                                                ----           ----     

                                                                                                        
12 % convertible subordinated payable , unsecured and due December 31, 2000;                            
Noteholder has the option to convert unpaid note principal together with accrued                        
and unpaid interest to the Company's common stock thirty (30) days following the                        
effectiveness of the registration of the Company's common stock under the                               
Securities Act of 1933 at a rate of $1.25 per share. In the event the unpaid                            
principal amount of the notes, together with any accrued and unpaid interest,                           
are not converted , or paid in full by December 31, 2000 then interest accrues                          
at 18% per annum until paid in full. The Company is in default under the terms                          
of the Note Agreements (See                                                                             

Note L)                                                                           $   457,000      $   -
18% note payable, unsecured ; principal and  together with accrued                                      
interest  due February 2001; guaranteed by the Company's President                                      
                                                                                      100,000          -
                                                                                  ----------       -----
                                                                                      557,000          -
Less: current portion                                                               (557,000)          -
                                                                                  ----------       -----
                                                                                    $       -      $   -
                                                                                  ===========      =====

NOTE E-INCOME TAXES                                                             

Financial Accounting Standard No. 109 requires the recognition of deferred tax  
liabilities and assets for the expected future tax consequences of events that  
have been included in the financial statement or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference      
between financial statements and tax bases of assets and liabilities using      
enacted tax rates in effect for the year in which the differences are expected  
to reverse. Temporary differences between taxable income reported for financial 
reporting purposes and income tax purposes are insignificant.                   

At December 31, 2000, the Company has available for federal income tax purposes 
a net operating loss carryforward of $ 1,500,000, expiring the year 2020, that  
may be used to offset future taxable income. The Company has provided a         
valuation reserve against the full amount of the net operating loss benefit,    
since in the opinion of management based upon the earnings history of the       
Company, it is more likely than not that the benefits will not be realized. Due 
to significant changes in the Company's ownership, the Company's future use of  
its existing net operating losses may be limited.                               

F-16

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE E-INCOME TAXES (continued)                                                 

Components of deferred tax assets as of December 31, 2000 are as follows:       

Non current:                                    
       Net operating loss carryforward                       $
                                                                     510,000
              Valuation allowance                                  (510,000)
                                                                   ---------
              Net deferred tax asset                                  $    -
                                                                      ======

NOTE F-CAPITAL STOCK                                                            

The Company has authorized 100,000,000 shares of common stock , with a par value
of $.001 per share. The Company has also authorized 10,000,000 shares if        
preferred stock, with a par value of $.001 per share.                           

The Company's predecessor was Tren Property Corp., an inactive company with no  
significant operations incorporated under the laws of the State of Delaware in  
July 1997. The Company issued 11,553,100 shares of common stock to the initial  
shareholders in exchange for initial organization costs. The stock issued was   
valued at $.001 per share, which represents the fair value of the services      
received. In February 1998, Tren Property Corp. changed its name to Gemma       
Global, Inc. ("Gemma").                                                         

In April 1998, the shareholders of Gemma exchanged all of their outstanding     
shares on a share for share basis for shares of the common stock of Gemma       
Global, Inc., an inactive company with no significant operations, organized     
under the laws of the State of Nevada ("Company"). The Company's sole asset was 
a License Agreement granting the Company the right to manufacture and distribute
women's shoes (see Note F). The Company issued 10,000 shares of common stock to 
the shareholders of Gemma Global, Inc. in exchange for the License Agreement.   
The stock issued was valued at $.001 per share, which represents the fair value 
of the License Agreement.                                                       

In December 1998, the Company's Board of Directors approved a one (1) share for 
one thousand (1,000) share reverse stock split. The accompanying financial      
statements have been restated to give effect for the reverse split.             

In December 1998, the Company issued 1,112,500 shares of common stock to        
non-employees in exchange for legal and financial advisory services rendered to 
the Company. The stock issued was valued at approximately $.002 per share, which
represents the fair value of the services received which did not differ         
materially from the value of the stock issued.                                  

F-17

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE F-CAPITAL STOCK (continued)                                                

In December 1998, the Company issued 8,333,333 shares of common stock in        
exchange for a $ 15,000 loan payable to the Company's principal shareholder and 
Chief Executive Officer. The Shareholder subsequently issued an aggregate of    
2,625,000 of the shares of stock to certain consultants deemed essential to the 
continuance of the Company's principal business at the time, that of developing 
a shoe manufacturing, sales and distribution enterprise. In accordance with     
Staff Accounting Bulletin Topic 5-T, the Company accounted for the consulting   
expense as a current expense and a corresponding capital contribution. The stock
issued was valued at $ 2,925, or approximately $.002 per share, which represents
the fair value of the stock issued.                                             

In March 1999, the Company was renamed Pioneer 2000, Inc. In December, 1999 the 
Company was renamed Cavalcade of Sports Media, Inc.                             

In April 1999, the Company issued 4,000 shares of common stock in exchange for $
4,000 in connection with a private placement memorandum.                        

In April 1999, the Company issued 180,000 shares of common stock to a           
non-employee in exchange for financial advisory services rendered to the        
Company. The stock issued was valued at $1.00 per share, which represents the   
fair value of the stock issued, which did not differ materially from the value  
of the services received.                                                       

In May 1999, the Company authorized and issued a series of 855,000 shares of the
Company's preferred stock as convertible preferred stock ("1999 Global Group    
Series") to the Company's management and advisors who had been unsuccessful in  
developing the Company's shoe apparel business segment in exchange for those    
individuals continuing to devote their services to developing the shoe business 
segment. At the time of the issuance of the preferred shares, the Company's shoe
apparel segment had no operations, liabilities in excess of its assets and was  
in default under the terms of its License Agreements (see Note G).The stock     
issued was valued at approximately $.001 per share, which represents the fair   
value of the stock issued, which did not differ materially from the value of the
services rendered.                                                              

The holders of the convertible preferred stock shall only be entitled to receive
dividends from earnings of the Company's wholly-owned subsidiary, Global Group  
International, Inc. Global International, Inc.'s principal asset is the License 
Agreement to manufacture and distribute women's' shoes (see Note K). Such       
dividends shall be equal to ten percent (10%) of the subsidiary's earnings on a 
quarterly basis. Earnings are defined as net income after taxes. Any earned, but
unpaid dividends shall be accrued. In the event of liquidation, dissolution, or 
winding up of the Company, the holders of the 1999 Global Group Series          
convertible preferred stock shall be entitled to receive out of assets of the   
Company, solely the common stock of Global Group, International, Inc. (see Notes
J and K).                                                                       

F-18

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE F-CAPITAL STOCK (continued)                                                

In December 1999, the Company issued 1,000,000 shares of common stock in        
exchange for $75,000 and payment of $ 25,000 of Company expenses, in connection 
with a private placement to accredited investors.                               

In connection with the acquisition of Cavalcade of Sports Network, Inc., the    
Company assumed a $ 380,000 liability representing advances by private investors
to Cavalcade of Sports Network, Inc. Subject to the Company registering its     
common stock, the Company has agreed to offer shares of the Company's common    
stock to the investors in exchange for the advances based upon the price per    
share of the registration.                                                      

During the year ended December 31, 2000, the Company issued 66,798 shares of    
common stock in exchange for debts assumed by the Company in connection with its
acquisition of Cavalcade of Sports Network, Inc. (see Note C). The Company      
valued the shares issued at $1.25 per share , which approximated the fair value 
of the shares at the dates of issuance. .                                       

During the year ended December 31, 2000, the Company issued 153,826 shares of   
the Company's common stock to consultants in exchange for services provided to  
the Company. The Company valued the shares issued at $1.25 per share, which     
approximated the fair value of the shares issued during the periods the services
were rendered. The compensation cost of $192,282 was charged to income during   
the year ended December 31, 2000.                                               

NOTE G-COMMITMENTS AND CONTINGENCIES                                            

Lease Commitments                                                               

Beginning in January 1998, the Company began leasing office space in the        
residence of the Company's President on a month-to-month basis in Del Mar,      
California at a rate of $ 500 per month. In accordance with Staff Accounting    
Bulletin Topic 5-T, the Company accounted for the occupancy expense as a current
expense and a corresponding capital contribution. Rental expense charged to     
operations in 2000 and 1999 was $6,000 per year, respectively.                  

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 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE G-COMMITMENTS AND CONTINGENCIES (continued)                                

Consulting Agreements                                                           

The Company has consulting agreements with outside contractors, certain of whom 
are also Company stockholders. directors and officers. The Agreements are       
generally for a term of 12 months from inception and renewable automatically    
from year to year unless either the Company or Consultant terminates such       
engagement by written notice.                                                   

License Agreements                                                              

In January, 1999, the Company's sole director, officer and shareholder assigned 
to the Company various License Agreements in exchange for 10 shares of the      
Company's issued and outstanding common stock. The agreements grant the Company 
the right to manufacture and distribute women's shoes in exchange for a minimum 
annual royalty equal to the greater of 6% of net sales or $25,000 per year. The 
agreements expire in 2017. The Company is in default under the terms of the     
License Agreements due to non-payment of the minimum annual royalties (see Note 
K).                                                                             

NOTE H-RELATED PARTY TRANSACTIONS                                               

From the Company's inception in July 1997, the Company's Officer, Director and  
principal shareholder has advanced funds to the Company for working capital     
purposes. No formal repayment terms or arrangements exist. The net amount of the
advances due the officer at December 31, 2000 and 1999 were $ 317,454 and $     
261,729, respectively.                                                          

NOTE I-LOSSES PER SHARE                                                         

The following table presents the computation of basic and diluted losses per    
share:                                                                          

                                              2000                1999
                                              ----                ----

Loss available for common shareholders           $ (856,968)          $(438,045)
                                                 ===========          ==========
Basic and fully diluted loss per share            $    (.08)           $   (.04)
                                                  ==========           =========
Weighted average common shares outstanding        10,762,172          10,050,500
                                                  ==========          ==========

Net loss per share is based upon the weighted average of shares of common stock 
outstanding. In December 1998, a one (1) for one thousand (1,000) reverse stock 
split of the Company's common stock was effected (See Note F). Accordingly, all 
historical weighted average share and per share amounts have been restated to   
reflect the reverse stock split.                                                

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 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE J - SEGMENT INFORMATION                                                    

The Company's operations are classified into two reportable segments: Shoe      
apparel and sports entertainment. The Company's two reportable segments are     
managed separately based on fundamental differences in their operations.        

The shoe apparel segment is a development stage enterprise and its efforts have 
been principally devoted to marketing and manufacturing women's designer shoes. 
From its inception, the shoe apparel segment has generated no sales, incurred   
expenses and has sustained losses. In September 2000, the Company discontinued  
the operation of the shoe apparel segment (see Notes F and K).                  

The sports entertainment segment is a development stage enterprise and its      
efforts have been principally devoted to developing a sports entertainment      
business, which will provide 24 hours per day broadcasting from a library of    
nostalgic sports programming and footage to paid subscribers.                   

From its inception, the sports entertainment segment has generated no sales,    
incurred expenses and has sustained losses.                                     

Segment operating losses is total segment revenue reduced by operating expenses 
identifiable with that business segment. Corporate includes general corporate   
administrative costs.                                                           

The Company evaluates performance and allocates resources based upon operating  
income or loss. The accounting policies of the reportable segments are the same 
as those described in the summary of accounting policies. There are no          
inter-segment sales.                                                            

                                                        [Enlarge/Download Table]


                                                 December 31, 2000  December 31, 1999
                                                 -----------------  -----------------
                                                                                     

Revenue received from external customers:                                            
Sports entertainment                              $      -               $     -     
Shoe apparel                                             -                     -     
                                                  ---------             ---------    
    Total - revenues                                     -                     -     
                                                  =========             =========    
Operating ( Loss):                                                                   
Sports entertainment                               $(494,988)            $     -     
Shoe apparel (discontinued in 2000, see Note K)          -                     -     
Corporate General and Administrative Expenses       (422,204)             (196,574)  
                                                  ---------             ---------    
   Total Segment Operating Loss                     (917,192)            $(196,574)  
                                                  =========             =========    
 Segments Assets:                                                                    
Sports entertainment                               $ 849,966             $ 788,353   
Shoe apparel                                             -                     -     
 Corporate                                               -                   2,589   
                                                  ---------             ---------    
    Total Segment Assets                           $ 849,966             $ 790,942   
                                                   =========             =========   

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                           CAVALCADE OF SPORTS MEDIA, INC.
                           (A developmental stage company)
                            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            DECEMBER 31, 2000 and 1999

NOTE J - SEGMENT INFORMATION (continued)                                        

Capital Expenditures:                                                           
Sports entertainment                                  $ 53,255         $    -   
Shoe apparel                                                 -              -   
Corporate                                                    -              -   
                                                  ---------        -------
Total Capital Expenditures                         $  53,255         $    - 
                                                  =========         ======

Depreciation and Amortization:                                                  
Sports Entertainment                                    98,093              -   
Shoe Apparel                                                 -              -   
Corporate                                                    -              -   
                                                  ---------        -------
Total Depreciation and Amortization               $  98,093        $     -
                                                  =========        =======

NOTE K- DISCONTINUED OPERATIONS                                                 

On September 18, 2000, the holders of the Company's preferred stock elected to  
convert their shares to common stock of Global Group International, Inc. (see   
Note F). As a result of the conversion, the Company's interest in Global Group  
International, Inc., which represented the Company's shoe business segment, was 
reduced from 100% to less than 1%. As a result of the spin off of the subsidiary
, the Company's shoe business segment is accounted for a discontinued operation,
and accordingly, the amounts in the financial statements and related notes for  
all periods shown have been restated to reflect discontinued operations         
accounting.                                                                     

In connection with the election, the Company cancelled the previously issued and
outstanding 855,000 shares of the preferred stock as convertible preferred stock
("1999 Global Group Series") . The discontinued operations had no assets and had
negative book value. Net current liabilities consisted of accrued expenses      
incurred in connection with unpaid minimum royalties due under license          
agreements to manufacture and distribute women's shoes (see Note G). The holders
of the preferred shares paid no monetary consideration to the Company. In       
September, 2000, the holder of the license agreements legally released the      
Company from its past and future obligations under the terms of the agreements, 
and as a result, the Company de-recognized the $78,974 of unpaid and previously 
accrued minimum royalties. Accordingly, the Company recorded a net gain of $    
78,974 during the year ended December 31, 2000 in connection with the disposal  
of the shoe business segment.                                                   

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 and 1999

NOTE K- DISCONTINUED OPERATIONS (continued)                                     

The financial statements reflect the operating results and balance sheet items  
of the discontinued operations separately from continuing operations. Prior     
years have been restated. Operating results for the discontinued operations for 
the year ended December 31, 2000 and 1999 were:                                 

                              2000                    1999
                              ----                    ----
Revenues                             $       -                  $         -     
Expenses                                 18,750                    (241,471)    
                                 ----------                 ------------
Net (loss)                           $ (18,750)                 $  (241,471)    
                                 ==========                 ============

NOTE L- SUBSEQUENT EVENT                                                        

Subsequent to the date of the accompanying financial statements, the Company    
received $ 140,000 of proceeds from a private placement of the Company's capital
notes payable See Note D). The Notes mature on December 31, 2001 and bear       
interest at 12% per annum.                                                      

NOTE  M- GOING CONCERN MATTERS                                                  

The accompanying statements have been prepared on a going concern basis, which  
contemplates the realization of assets and the satisfaction of liabilities in   
the normal course of business. As shown in the accompanying financial statements
during the years ended December 31, 2000 and 1999, the Company incurred losses  
from operations of $ 917,192 and $ 196,574 respectively. In addition, the       
Company is currently in default under the terms of the Capital Note obligations 
(see Note D). These factors among others may indicate that the Company will be  
unable to continue as a going concern for a reasonable period of time.          

The Company is actively pursuing additional equity financing through discussions
with investment bankers and private investors. There can be no assurance the    
Company will be successful in its effort to secure additional equity financing. 

If operations and cash flows continue to improve through these efforts,         
management believes that the Company can continue to operate. However, no       
assurance can be given that management's actions will result in profitable      
operations or the resolution of its liquidity problems.                         

The Company's existence is dependent upon management's ability to develop       
profitable operations and resolve it's liquidity problems. Management           
anticipates the Company will attain profitable status and improve its liquidity 
through the continued developing, marketing and selling of its services and     
additional equity investment in the Company. The accompanying financial         
statements do not include any adjustments that might result should the Company  
be unable to continue as a going concern.                                       

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
CONDENSED CONSOLIDATED BALANCE SHEET

                                                   March 31, 2001   December 31,
                                                  (Unaudited)         2000
                                                  -----------         ----

CURRENT ASSETS:                                                                 

        Cash and equivalents                        $ 14,915          $ 59,840
             Advances                                  5,000             5,000
                                                     -----           -----
                 Total current assets                 19,915            64,840

PROPERTY, PLANT AND EQUIPMENT                                                   
            Office equipment, net                      1,605                 -

OTHER ASSETS:                                                                   
           Film library, at cost (Note B)            495,077           392,752
        Goodwill, net of amortization                367,851           392,374
                                                     -------           -------
                                                     862,928           785,126

                                                   $ 884,448         $ 849,966
                                                   =========         =========

See accompanying notes to unaudited condensed financial statements

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 (A developmental stage company)
CONDENSED CONSOLIDATED BALANCE SHEET

                                                        [Enlarge/Download Table]


                                                                             March 31, 2001               
                                                                              (Unaudited)    December 31, 
                                                                              ----------        2000      
                                                                                                ----      
                                                                                                          
         LIABILITIES                                                                                      

CURRENT LIABILITIES:                                                                                      

         Accounts payable and accrued expenses (Note D)                           $ 214,604      $ 211,895
             Other accrued liabilities (Note D)                                     380,000        380,000
              Notes payable (Note C)                                                706,950        557,000
         Advances from officers  (Note E)                                           317,453        317,453
                                                                                    -------        -------

                  Total current liabilities                                       1,619,007      1,466,348

DEFICIENCY IN STOCKHOLDERS' EQUITY (NOTE D)                                                               

          Preferred stock, par value, $.001 per share; 10,000,000 shares                                  
          authorized; none issued at March 31, 2001 and December 31, 2000                                 
                                                                                          -              -
          Common stock,  par value, $.001 per share; 100,000,000     shares                               
          authorized ; 11,063,124 issued at March  31, 2001;  10,863,124                                  
          issued at December 31, 2000                                                11,063         10,863
         Additional paid-in-capital                                               1,131,840        880,541
         Deficit accumulated during development stage                           (1,877,462)    (1,507,786)
                                                                                -----------    -----------
             Deficiency in stockholders' equity                                   (734,559)      (616,382)

                                                                                  $ 884,448      $ 849,966
                                                                                  =========      =========


See accompanying notes to unaudited condensed financial statements

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 (A developmental stage company)
 CONDENSED CONSOLIDATED STATEMENTS OF LOSSES

                                                        [Enlarge/Download Table]


                                                                                                     Period from July  
                                                                                                      29, 1997 (date   
                                                                 Three Months       Three Months       of inception)   
                                                               Ended march 31,    Ended March 31,      through March   
                                                                     2001               2000             31, 2001      
                                                                     ----               ----         ----------------  

                                                                                                                       
Revenues:                                                                 $    -             $    -             $    - 

Cost and expenses:                                                                                                     
              General and administrative                                 329,380             91,796          1,438,188 
               Interest                                                   15,773                106             47,623 
              Depreciation and  amortization                              24,523             24,523            122,616 
                                                                  --------------     --------------         -----------
              Total costs and expenses                                   369,676            116,425          1,608,427 
Loss from operations                                                   (369,676)          (116,425)        (1,608,427) 
Other income:                                                                                                          
             Miscellaneous income                                              -                  -              4,766 
             Interest income                                                   -                 53                130 
                                                                  --------------     --------------         -----------
                                                                               -                 53              4,896 
Loss from continuing operations, before income taxes and                                                               
discontinued operations                                                (369,376)          (116,372)        (1,603,531) 
Income (taxes) benefit                                                         -                  -                  - 
                                                                  --------------     --------------         -----------
Loss  from   continuing   operations,   before   discontinued                                                          
operations                                                             (369,376)          (116,372)        (1,603,531) 
Loss from discontinued operations (Note F)                                     -           (23,675)          (352,905) 
Income on disposal of discontinued operations  (Note F)                                                                
                                                                               -                  -             78,974 
                                                                  --------------     --------------         -----------
              Net loss                                               $ (369,376)        $ (140,047)       $(1,877,462) 
                                                                     ===========        ===========       ============ 

Income (loss) per common share (basic and assuming dilution)                                                           
                                                                        $ (0.03)           $ (0.01)           $ (0.27) 
                                                                        ========           ========           ======== 
Continuing operations                                                     (0.03)             (0.01)             (0.23) 
Discontinued operations                                                        -                  -             (0.04) 

Weighted average common shares outstanding                            10,762,172         10,663,878          6,716,822 
                                                                      ==========         ==========          ========= 


See accompanying notes to unaudited condensed financial statements
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                                     CAVALCADE OF SPORTS MEDIA, INC.                                                   
                                       (A developmental stage company)                                                 
                   CONDENSED CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY                             
                   FOR THE PERIOD JULY 29, 1997 (DATE OF INCEPTION) THROUGH MARCH 31, 2001                             

                                                     Preferred   Stock         Common     Stock          Additional    
                                                       Shares     Amount       Shares       Amount    Paid-in-Capital  
                                                       ------     ------       ------       ------    ---------------  
                                                                                                                       

Shares issued at date of inception (July 29, 1997)                                                                     
to founders in exchange for contribution of                                                                            
organization costs valued @ $.91 per share, as                -      $   -        12,657       $  12         $  11,541 
restated (Note D)                                                                                                      
Net loss                                                      -                                                        
                                                      ---------  -----------  ----------  ----------- -----------------
                                                                         -             -           -                 - 
Balance at December 31, 1997 as restated                      -          -        12,657          12            11,541 
Shares issued January 1, 1998 in exchange for                                                                          
Gemma Global, Inc., valued @ $.001 per share, as              -          -            10           -                 - 
restated (Note D)                                                                                                      
Shares issued December 22, 1998 to consultants in                                                                      
exchange for services valued @  $.002 per share               -          -     1,112,500       1,113               889 
(Note D)                                                                                                               
Shares issued December 22, 1998 to President  in                                                                       
exchange for  debt  valued @  $.002 per share                 -          -     8,333,333       8,333             6,667 
(Note D)                                                                                                               
Operating expenses incurred by principal                      -          -             -           -             8,925 
shareholder                                                                                                            
Net loss                                                                                                               
                                                      ---------  -----------  ----------  ----------- -----------------
                                                              -          -             -           -                 - 
Balance at December 31, 1998                                                   9,458,500       9,458            28,022 
Shares issued on April 13, 1999 for cash  in                                                                           
connection with private placement @ $ 1.00 per                -          -         4,000           4             3,996 
share (Note D)                                                                                                         
Shares issued on April 13, 1999 to consultants  in                                                                     
exchange for services valued @  $1.00 per share               -          -       180,000         180           179,820 
(Note D)                                                                                                               
Shares issued May 28, 1999 in exchange for                                                                             
services valued @ $.001 per share   (Note D)            855,000        855             -           -                 - 
Contribution of  shares to treasury on September                                                                       
30, 1999 by principal shareholder (Note D)                    -          -   (2,821,440)           -             2,821 
Shares issued on November 12, 1999 for cash in                                                                         
connection with private placement @ $ .10 per                 -          -     1,000,000       1,000            99,000 
share (Note D)                                                                                                         
Release of shares held in treasury and acquisition                                                                     
of Cavalcade of Sports Network, Inc. on December              -          -     2,821,440           -           279,323 
16, 1999  (Note D)                                                                                                     
Operating expenses incurred by principal                                                                               
shareholder                                                   -          -             -           -             6,000 
Net loss                                                                                                               
                                                      ---------  -----------  ----------  ----------- -----------------
                                                              -          -             -           -                 - 
Balance at December 31, 1999                            855,000      $ 855    10,642,500    $ 10,642         $ 598,982 
                                                      =========  ===========  ==========  =========== =================



                                                     Deficit Accumulated     Treasury       Total                      
                                                     During Development       Stock         -----                      
                                                          Stage               -----                                    
                                                          -----                                                        
Shares issued at date of inception (July 29, 1997)                                                                     
to founders in exchange for contribution of                                                                            
                                                                                                                       
organization costs valued @ $.91 per share, as                  $       -          $   -    $ 11,553                   
restated (Note D)                                                                                                      
Net loss                                                                                                               
                                                                ---------  -------------   ---------                   
                                                                        -              -           -                   
Balance at December 31, 1997 as restated                                -              -      11,553                   
Shares issued January 1, 1998 in exchange for                                                                          
Gemma Global, Inc., valued @ $.001 per share, as                        -              -           -                   
restated (Note D)                                                                                                      
Shares issued December 22, 1998 to consultants in                                                                      
exchange for services valued @  $.002 per share                         -              -       2,002                   
(Note D)                                                                                                               
Shares issued December 22, 1998 to President  in                                                                       
exchange for  debt  valued @  $.002 per share                           -              -      15,000                   
(Note D)                                                                                                               
Operating expenses incurred by principal                                -              -       8,925                   
shareholder                                                                                                            
Net loss                                                        (212,773)                  (212,773)                   
                                                                ---------  -------------   ---------                   
                                                                                       -                               
Balance at December 31, 1998                                    (212,773)              -   (175,293)                   
Shares issued on April 13, 1999 for cash  in                                                                           
connection with private placement @ $ 1.00 per                          -              -       4,000                   
share (Note D)                                                                                                         
Shares issued on April 13, 1999 to consultants  in                                                                     
exchange for services valued @  $1.00 per share                         -              -     180,000                   
(Note D)                                                                                                               
Shares issued May 28, 1999 in exchange for                                                                             
services valued @ $.001 per share   (Note D)                            -              -         855                   
Contribution of  shares to treasury on September                                                                       
30, 1999 by principal shareholder (Note D)                              -        (2,821)           -                   
Shares issued on November 12, 1999 for cash in                                                                         
connection with private placement @ $ .10 per                           -              -     100,000                   
share (Note D)                                                                                                         
Release of shares held in treasury and acquisition                                                                     
of Cavalcade of Sports Network, Inc. on December                        -          2,821     282,144                   
16, 1999  (Note D)                                                                                                     
Operating expenses incurred by principal                                                                               
shareholder                                                             -              -       6,000                   
Net loss                                                        (438,045)                  (438,045)                   
                                                                ---------  -------------   ---------                   
                                                                                       -                               
Balance at December 31, 1999                                $  ( 650,818)         $    -  $ (40,339)                   
                                                                =========  =============   =========                   


See accompanying notes to unaudited condensed financial statements
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                                       CAVALCADE OF SPORTS MEDIA, INC.                                               
                                       (A developmental stage company)                                               
                   CONDENSED CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY                           
                   FOR THE PERIOD JULY 29, 1997 (DATE OF INCEPTION) THROUGH MARCH 31, 2001                           
                                                 (continued)                                                         

                                                     Preferred     Stock           Common    Stock      Additional   
                                                      Shares      Amount           Shares   Amount    Paid-in-Capital
                                                      ------      ------           ------   ------    ---------------

                                                                                                                     
Balance forward                                        855,000        $ 855    10,642,500   $ 10,642      $  598,982 
Shares issued in March  2000 in exchange for debt                                                                    
@ $1.25 per share                                            -            -        61,798         62          77,185 
Shares issued on March  28, 2000 in exchange for                                                                     
services  @ $1.25 per share                                  -            -         2,100          2           2,623 
Shares issued on April  27, 2000 in exchange for                                                                     
services @ $1.25 per share                                   -            -         7,500          8           9,367 
Shares issued  on May 8, 2000 in exchange for                                                                        
services @ $1.25 per share                                   -            -        12,500         13          15,612 
Shares issued May 17, 2000 in exchange for                                                                           
services @ $1.25 per share                                   -            -        25,000         25          31,225 
Shares issued June , 2000 in exchange for debt  @            -            -         4,000          4           4,996 
$1.25 per share                                                                                                      
Shares issued June, 2000 in exchange for services                                                                    
@ $1.25 per share                                            -            -        17,666         18          22,065 
Shares issued July 25, 2000 in exchange for debt @                                                                   
$1.25 per share                                              -            -         1,000          1           1,249 
Shares issued August , 2000 in exchange for                                                                          
services @ $1.25 per share                                   -            -        65,000         65          81,185 
Conversion of preferred stock on September 18,       (855,000)        (855)             -          -               - 
2000 (Note D)                                                                                                        
Shares issued October 13, 2000,  in exchange for                                                                     
services @ $1.25 per share                                   -            -         1,060          1           1,324 
Shares issued October  30, 2000, shares issued in                                                                    
exchange for services @ $1.25 per share                      -            -        20,000         20          24,980 
Shares issued November 9, 2000,  in exchange for                                                                     
services @ $1.25 per share                                   -            -         2,500          2           3,123 
Shares issued December   1, 2000,  issued in                                                                         
exchange for services @ $ 1.25 per share                     -            -           500          -             625 
Operating expenses incurred by principal shareholder         -            -             -          -           6,000 
Net loss                                                                                                             
                                                     -------------  -------    ----------    -------     ----------- 
Balance at December 31, 2000                                              -    10,863,124                            
                                                             -                                10,863         880,541 
Shares Issued in January 2001, in exchange for                                                                       
Services at $1.25 per share                                  -            -       200,000        200         249,800 
Operating expenses incurred by principal  shareholder        -            -             -          -           1,500 

Net Loss for Period ended March 31, 2001                                                                             
                                                     -------------  -------    ----------    -------     ----------- 
Balance at March 31, 2001                                           $     -    11,063,124    $11,063     $ 1,131,841 
                                                     =============  =======    ==========    =======     =========== 



                                                      Deficit Accumulated     Treasury        Total                  
                                                       During Development       Stock         ------                 
                                                           Stage                -----                                
                                                        ---------------                                              
                                                                                                                     
Balance forward                                              $    (650,818)       $     -    $ (40,339)              
Shares issued in March  2000 in exchange for debt                                                                    
@ $1.25 per share                                                         -             -        77,248              
Shares issued on March  28, 2000 in exchange for                                                                     
services  @ $1.25 per share                                               -             -         2,625              
Shares issued on April  27, 2000 in exchange for                                                                     
services @ $1.25 per share                                                -             -         9,375              
Shares issued  on May 8, 2000 in exchange for                                                                        
services @ $1.25 per share                                                -             -        15,625              
Shares issued May 17, 2000 in exchange for                                                                           
services @ $1.25 per share                                                -             -        31,250              
Shares issued June , 2000 in exchange for debt  @                         -             -         5,000              
$1.25 per share                                                                                                      
Shares issued June, 2000 in exchange for services                                                                    
@ $1.25 per share                                                         -             -        22,083              
Shares issued July 25, 2000 in exchange for debt @                                                                   
$1.25 per share                                                           -             -         1,250              
Shares issued August , 2000 in exchange for                                                                          
services @ $1.25 per share                                                -             -        81,250              
Conversion of preferred stock on September 18,                            -             -         (855)              
2000 (Note D)                                                                                                        
Shares issued October 13, 2000,  in exchange for                                                                     
services @ $1.25 per share                                                -             -         1,325              
Shares issued October  30, 2000, shares issued in                                                                    
exchange for services @ $1.25 per share                                   -             -        25,000              
Shares issued November 9, 2000,  in exchange for                                                                     
services @ $1.25 per share                                                -             -         3,125              
Shares issued December   1, 2000,  issued in                                                                         
exchange for services @ $ 1.25 per share                                  -             -           625              
Operating expenses incurred by principal shareholder                      -             -         6,000              
Net loss                                                          (856,968)                   (856,968)              
                                                              -------------     ----------  -----------              
Balance at December 31, 2000                                                                                         
                                                                (1,507,786)             -     (616,382)              
Shares Issued in January 2001, in exchange for                                                                       
Services at $1.25 per share                                               -             -       250,000              
Operating expenses incurred by principal  shareholder                     -             -         1,500              
                                                                          -             -         -----              

Net Loss for Period ended March 31, 2001                          (369,676)                   (369,676)              
                                                              -------------     ----------  -----------              
Balance at March 31, 2001                                     $ (1,877,462)                 $ (734,559)              
                                                              =============     ==========  ===========              


See accompanying notes to unaudited condensed financial statements
F-28

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]


                                                                         Three months     Three Months      Period from July  
                                                                          Ended March     Ended March      29, 1997 (date of  
                                                                            31, 2001        31, 2000       inception) through 
                                                                            --------        --------        March 31,2001     
                                                                                                            ---------------   
                                                                                                                              
Increase (decrease) in cash and equivalents:                                                                                  
Cash flows from operating activities                                                                                          
Net loss for the period from continuing operations                          $ (369,676)      $ (140,047)         $ (1,608,531)
Adjustments to reconcile net earnings to net cash provided by operating                                                       
activities:                                                                                                                   
         Loss from discontinued operations                                            -                -             (352,905)
          Depreciation and amortization                                          25,523           24,523               122,616
         Organization and acquisition costs expensed                                  -                -                11,553
         Common stock issued in exchange for services                           250,000                -               635,838
         Disposal of  business segment, net                                           -                -                78,974
          Common stock issued in exchange for debt                                    -           77,185               108,498
         Preferred stock issued in exchange for services                              -                -                   855
         Conversion of preferred stock                                                -                -                 (855)
         Write off of acquired asset                                                  -                -                 5,000
         Expenses paid by principal shareholder                                   1,500            1,500                22,425
         Expenses paid by shareholders in exchange for    common stock                -                -                25,000
         (Increase) decrease in:                                                                                              
                   Advances                                                           -                -               (5,000)
              Increase (decrease) in:                                                                                         
            Accounts payable and accrued expenses, net                            2,793         (59,864)               (9,893)
                                                                              ---------       -----------             --------
             Net cash used in operating activities                             (90,860)         (96,703)             (966,425)
Cash flows from investing activities:                                                                                         
             Acquisition of film and footage production costs                 (102,325)         (52,014)             (155,580)
             Acquisition of Property, Plant and Equipment                       (1,690)                -               (1,690)
             Cash acquired in connection with acquisition                                              -                35,207
                                                                              ---------       -----------             --------
                                                                                      -                                       
             Net cash provided form investing activities                      (104,015)         (52,014)             (122,063)
Cash flows provided (used) in financing activities:                                                                           
             Advances from officer, net                                               -            3,200               317,453
             Proceeds from issuance of notes payable, net of repayments         149,950          202,000               706,950
             Proceeds from issuance of common stock, net                                                                79,000
                                                                              ---------       -----------             --------
                                                                                      -                -                      
             Net cash, provided (used) in financing activities                  149,950          205,200             1,103,403
                                                                              ---------       -----------             --------
             Net (decrease) increase in cash and equivalents                   (44,925)           56,483                14,915
             Cash and equivalents at beginning of period                         59,840           37,795                     -
                                                                              ---------       -----------             --------
             Cash and equivalents at end of period                             $ 14,915         $ 94,278              $ 14,915
                                                                               ========         ========              ========
Supplemental Disclosures of Cash Flow Information                                                                             
Cash paid during the period for interest                                              -                -                     -
Cash paid during the period for taxes                                                 -                -                     -
Common stock issued for services                                                250,000                -               635,838
Conversion of preferred stock                                                         -                -                 (855)
Preferred stock issued in exchange for services                                       -                -                   855
Contribution of shares to treasury by principal shareholder                           -                -               (2,821)
Common stock issued in exchange for debt                                              -           77,185                21,680
Acquisition:                                                                                                                  
         Assets acquired                                                              -                -               379,704
                Goodwill                                                              -                -               490,467
         Accumulated deficit                                                          -                -                     -
         Liabilities assumed                                                          -                -             (588,027)
         Common stock issued                                                                                         (282,144)
                                                                         --------------  ---------------- -------    ---------
                                                                                      -                -                      
         Net cash paid for acquisition                                           $    -           $    -                $    -
                                                                                 ======           ======                ======
Liabilities disposed of in disposition of business, net                          $    -           $    -           $    79,374
                                                                                 ======           ======           ===========
Net cash received in disposition of business                                     $    -           $    -                $    -
                                                                                 ======           ======                ======


 See accompanying notes to consolidated financial statements
F-29

 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
 (UNAUDITED)

NOTE A-SUMMARY OF ACCOUNTING POLICIES                                           

General                                                                         

The accompanying unaudited consolidated financial statements have been prepared 
in accordance with the instructions to Rule 310(b) of Regulation S-B, and       
therefore, do not include all the information necessary for a fair presentation 
of financial position, results of operations and cash flows in conformity with  
generally accepted accounting principles.                                       

In the opinion of management, all adjustments (consisting of normal recurring   
accruals) considered necessary for a fair presentation have been included.      
Operating results for the three month period ended March 31, 2001 are not       
necessarily indicative of the results that may be expected for the year ended   
December 31, 2001. The unaudited condensed consolidated financial statements    
should be read in conjunction with the consolidated financial statements and    
footnotes thereto included in the Company's SEC Form 10-SB, as amended.         

Business and Basis of Presentation                                              

Cavalcade of Sports Media, Inc. (the "Company") is in the development stage and 
its efforts have been principally devoted to developing a sports entertainment  
business, which will provide 24 hours per day broadcasting from a library of    
nostalgic sports films and footage to paid subscribers. To date the Company has 
generated no sales revenues, has incurred expenses, and has sustained losses.   
Consequently, its operations are subject to all risks inherent in the           
establishment of a new business enterprise. For the period from inception       
through March 31, 2001, the Company has accumulated losses of $ 1,877,462.      

The consolidated financial statements include the accounts of Cavalcade of      
Sports Media, Inc. and its wholly-owned subsidiaries, Cavalcade of Sports       
Network, Inc. and Global Group International, Inc. Significant intercompany     
transactions have been eliminated in consolidation.                             

Revenue Recognition                                                             

The Company will follow a policy of recognizing subscriber fee income as revenue
in the period the service is provided.                                          

F-30

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
 (UNAUDITED)

NOTE A-SUMMARY OF ACCOUNTING POLICIES                                           

Film Library                                                                    

The inventories of the Company's nostalgic sports film and footage ("Film       
Library") are stated at the lower of unamortized acquisition cost or net        
realizable value. Cost principally consists of direct acquisition costs of the  
films and footage of previously televised programs and events, post-production  
costs, and production overhead. The Company's Film Library is amortized on a    
straight-line basis over a period not to exceed five years starting once footage
is ready for distribution. The straight line method of amortization is also used
for tax purposes. The unamortized costs of the Film Library are classified as   
noncurrent assets.                                                              

Advertising                                                                     

The Company follows the policy of charging the costs of advertising to expenses 
incurred.                                                                       

Income Taxes                                                                    

Income taxes are provided based on the liability method for financial reporting 
purposes in accordance with the provisions of Statements of Financial Standards 
No. 109, "Accounting for Income Taxes". Under this method deferred tax assets   
and liabilities are recognized for the future tax consequences attributable to  
differences between the financial statement carrying amounts of existing assets 
and liabilities are measured using enacted tax rates expected to apply to       
taxable income in the years in which those temporary differences are expected to
be removed or settled. The effect on deferred tax assets and liabilities of a   
change in tax rates is recognized in the statement of operations in the period  
that includes the enactment date.                                               

Cash Equivalents                                                                

For purposes of the Statements of Cash Flows, the Company considers all highly  
liquid debt instruments purchased with a maturity date of three months or less  
to be cash equivalents.                                                         

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F-31

 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
 (UNAUDITED)

NOTE A-SUMMARY OF ACCOUNTING POLICIES                                           

Goodwill and Other Intangibles                                                  

Goodwill represents the excess of the purchase price over the fair value of     
acquired the company and is being amortized on a straight-line basis over a     
period not exceeding five years. Should events or circumstances occur subsequent
to the acquisition of a business which bring into question the realizable value 
or impairment of the related goodwill, the Company will evaluate the remaining  
useful life and balance of goodwill and make adjustments, if required. The      
Company's principal consideration in determining an impairment includes the     
strategic benefit to the Company of the particular asset or assets as measured  
by discounted current and expected future operating income of that specified    
group of assets and expected discounted future cash flows. Should impairment be 
identified, a loss would be reported to the extent that the carrying value of   
the related goodwill exceeds the fair value of that goodwill based upon the     
expected discounted future cash flows                                           

Long-Lived Assets                                                               

The Company has adopted Statement of Financial Accounting Standards No. 121     
(SFAS 121). The Statement requires that long-lived assets and certain           
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. SFAS No. 121 also requires assets to be        
disposed of be reported at the lower of the carrying amount or the fair value   
less costs to sell.                                                             

Use of Estimates                                                                

The preparation of financial statements in conformity with generally accepted   
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly actual results     
could differ from those estimates.                                              

Concentrations of Credit Risk                                                   

Financial instruments and related items, which potentially subject the Company  
to concentrations of credit risk, consist primarily of cash, cash equivalents   
and trade receivables. The Company places its cash and temporary cash           
investments with high credit quality institutions. At times, such investments   
may be in excess of the FDIC insurance limit.                                   

Stock Based Compensation                                                        

The Company accounts for stock transactions in accordance with APB Opinion 25,  
"Accounting for Stock Issued to Employees." In accordance with statement of     
Financial Accounting Standards No. 123, "Accounting for Stock Based             
Compensation," the Company has adopted the proforma disclosure requirements.    
F-32

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
 (UNAUDITED)

NOTE A-SUMMARY OF ACCOUNTING POLICIES                                           

Liquidity                                                                       

Cavalcade of Sports Media, Inc. (the "Company") is in the development stage and 
its efforts have been principally devoted to developing a sports entertainment  
business, which will provide 24 hours per day broadcasting from a library of    
nostalgic sports films and footage to paid subscribers. To date the Company has 
generated no sales revenues, has incurred expenses, and has sustained losses.   
For the period from inception through March 31, 2001, the Company has           
accumulated losses of $ 1,877,462. The Company's current assets exceeded its    
current liabilities by $ 1,599,155 as of March 31, 2001. Consequently, its      
operations are subject to all risks inherent in the establishment of a new      
business enterprise.                                                            

Comprehensive Income                                                            

The Company does not have any items of comprehensive income in any of the       
periods presented.                                                              

Segment Information                                                           

The Company adopted Statement of Financial Accounting Standards No. 131,        
Disclosures about Segments of an Enterprise and Related Information ("SFAS      
131"). SFAS establishes standards for reporting information regarding operating 
segments in annual financial statements and requires selected information for   
those segments to be presented in interim financial reports issued to           
stockholders. SFAS 131 also establishes standards for related disclosures about 
products and services and geographic areas. Operating segments are identified as
components of an enterprise about which separate discrete financial information 
is available for evaluation by the chief operating decision maker, or decision  
making group, in making decisions how to allocate resources and assess          
performance. The information disclosed herein, materially represents all of the 
financial information related to the Company's principal operating segments.    

Net Loss Per Share                                                              

The Company has adopted Statement of Financial Accounting Standard No. 128,     
"Earnings Per Share," specifying the computation, presentation and disclosure   
requirements of earnings per share information. Basic earnings per share has    
been calculated based upon the weighted average number of common shares         
outstanding. Stock options and warrants have been excluded as common stock      
equivalents in the diluted earnings per share because they are either           
antidilutive, or their effect is not material.                                  

F-33

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
 (UNAUDITED)

NOTE B- FILM LIBRARY                                                            

The Company's Film Library is comprised of nostalgic sports films and footage   
which resides in the public domain. The Company does not have enforceable legal 
rights to control the access and distribution of the content of these films and 
footage.                                                                        

                                                        [Enlarge/Download Table]


The Company's Film Library at  March 31, 2001 and December 31, 2000 consists of the following:                    
                                                                             March 31, 2001       December 31,    
                                                                             --------------       ------------    
                                                                                                       2000       
                                                                                                       ----       

                                                                                                                  
Nostalgic   sports   films  and   footage   acquisition   and  direct                                             
production  costs                                                                $ 495,077       $  392,752       
                                                                                 =========       ==========       

Post production costs capitalized during the three months ended March 31, 2001                                    
and the year ended December 31, 2000 were $ 102,325 and $23,948 , respectively.                                   

NOTE C- NOTES PAYABLE                                                                                             

Notes payable at March 31, 2001 and December 31, 2000 are as follows:                                             

                                                                             March 31, 2001     December 31, 2000 
                                                                              --------------     -----------------
12 % convertible subordinated payable , unsecured and due December 31, 2000;                                      
Noteholder has the option to convert unpaid note principal together with accrued                                  
and unpaid interest to the Company's common stock thirty (30) days following the                                  
effectiveness of the registration of the Company's common stock under the                                         
Securities Act of 1933 at a rate of $1.25 per share. In the event the unpaid                                      
principal amount of the notes, together with any accrued and unpaid interest,                                     
are not converted , or paid in full by December 31, 2000 then interest accrues                                    
at 18% per annum until paid in full. The Company is in default under the terms                                    
of the Note Agreements (See Note D)                                                                               
                                                                               $ 657,000          $   457,000     
18% note payable, unsecured ; principal and  together with                                                        
accrued interest  due February 2001; guaranteed by the Company's                                                  
President                                                                         49,950              100,000     
                                                                               --------                           
                                                                                 706,950              557,000     
Less: current portion                                                          (706,950)            (557,000)     
                                                                               ---------            ---------     
                                                                                 $     -            $       -     
                                                                                 =======            =========     


F-34

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
 (UNAUDITED)

NOTE D-CAPITAL STOCK                                                            

The Company has authorized 100,000,000 shares of common stock , with a par value
of $.001 per share. The Company has also authorized 10,000,000 shares of        
preferred stock, with a par value of $.001 per share.                           

The Company's predecessor was Tren Property Corp., an inactive company with no  
significant operations incorporated under the laws of the State of Delaware in  
July 1997. The Company issued 11,553,100 shares of common stock to the initial  
shareholders in exchange for initial organization costs. The stock issued was   
valued at $.001 per share, which represents the fair value of the services      
received. In February 1998, Tren Property Corp. changed its name to Gemma       
Global, Inc. ("Gemma").                                                         

In April 1998, the shareholders of Gemma exchanged all of their outstanding     
shares on a share for share basis for shares of the common stock of Gemma       
Global, Inc., an inactive company with no significant operations, organized     
under the laws of the State of Nevada ("Company"). The Company's sole asset was 
a License Agreement granting the Company the right to manufacture and distribute
women's shoes. The Company issued 10,000 shares of common stock to the          
shareholders of Gemma Global, Inc. in exchange for the License Agreement. The   
stock issued was valued at $.001 per share, which represents the fair value of  
the License Agreement.                                                          

In December 1998, the Company's Board of Directors approved a one (1) share for 
one thousand (1,000) share reverse stock split. The accompanying financial      
statements have been restated to give effect for the reverse split.             

In December 1998, the Company issued 1,112,500 shares of common stock to        
non-employees in exchange for legal and financial advisory services rendered to 
the Company. The stock issued was valued at approximately $.02 per share, which 
represents the fair value of the services received, which did not differ        
materially from the value of the stock issued.                                  

In December 1998, the Company issued 8,333,333 shares of common stock in        
exchange for a $ 15,000 loan payable to the Company's principal shareholder and 
Chief Executive Officer. The Shareholder subsequently issued an aggregate of    
2,625,000 of the shares of stock to certain consultants deemed essential to the 
continuance of the Company's principal business at the time, that of developing 
a shoe manufacturing, sales and distribution enterprise. In accordance with     
Staff Accounting Bulletin Topic 5-T, the Company accounted for the consulting   
expense as a current expense and a corresponding capital contribution. The stock
issued was valued at $ 2,925, or approximately $.0012 per share, which          
represents the fair value of the stock issued.                                  

In March 1999, the Company was renamed Pioneer 2000, Inc. In December, 1999 the 
Company was renamed Cavalcade of Sports Media, Inc.                             
F-35

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
 (UNAUDITED)

NOTE D-CAPITAL STOCK  (continued)                                               

In April 1999, the Company issued 4,000 shares of common stock in exchange for $
4,000 in connection with a private placement memorandum.                        

In April 1999, the Company issued 180,000 shares of common stock to a           
non-employee in exchange for financial advisory services rendered to the        
Company. The stock issued was valued at $1.00 per share, which represents the   
fair value of the stock issued, which did not differ materially from the value  
of the services received.                                                       

In May 1999, the Company authorized and issued a series of 855,000 shares of the
Company's preferred stock as convertible preferred stock ("1999 Global Group    
Series") to the Company's management and advisors who had been unsuccessful in  
developing the Company's shoe apparel business segment in exchange for those    
individuals continuing to devote their services to developing the shoe business 
segment.                                                                        

At the time of the issuance of the preferred shares, the Company's shoe apparel 
segment had no operations, liabilities in excess of its assets and was in       
default under the terms of its License Agreements .The stock issued was valued  
at approximately $.001 per share, which represents the fair value of the stock  
issued, which did not differ materially from the value of the services rendered.

The holders of the convertible preferred stock shall only be entitled to receive
dividends from earnings of the Company's wholly-owned subsidiary, Global Group  
International, Inc. Global International, Inc.'s principal asset is the License 
Agreement to manufacture and distribute women's' shoes. Such dividends shall be 
equal to ten percent (10%) of the subsidiary's earnings on a quarterly basis.   
Earnings are defined as net income after taxes. Any earned, but unpaid dividends
shall be accrued. In the event of liquidation, dissolution, or winding up of the
Company, the holders of the 1999 Global Group Series convertible preferred stock
shall be entitled to receive out of assets of the Company, solely the common    
stock of Global Group, International, Inc.                                      

In December 1999, the Company issued 1,000,000 shares of common stock in        
exchange for $75,000 and payment of $ 25,000 of Company expenses, in connection 
with a private placement to accredited investors.                               

In connection with the acquisition of Cavalcade of Sports Network, Inc., the    
Company assumed a $ 380,000 liability representing advances by private investors
to Cavalcade of Sports Network, Inc. Subject to the Company registering its     
common stock, the Company has agreed to offer shares of the Company's common    
stock to the investors in exchange for the advances based upon the price per    
share of the registration.                                                      

F-36

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
 (UNAUDITED)

NOTE D-CAPITAL STOCK  (continued)                                               

During the year ended December 31, 2000, the Company issued 66,798 shares of    
common stock in exchange for debts assumed by the Company in connection with its
acquisition of Cavalcade of Sports Network, Inc. The Company valued the shares  
issued at $1.25 per share, which approximated the fair value of the shares at   
the dates of issuance. .                                                        

During the year ended December 31, 2000, the Company issued 153,826 shares of   
the Company's common stock to consultants in exchange for services provided to  
the Company. The Company valued the shares issued at $1.25 per share, which     
approximated the fair value of the shares issued during the periods the services
were rendered. The compensation cost of $192,282 was charged to income during   
the year ended December 31, 2000.                                               

In January 2001, the Company issued 200,000 shares of the Company's common stock
to consultants in exchange for services provided to the Company. The Company    
valued the shares issued at $1.25 per share, which approximated the fair value  
of the shares issued during the periods the services were rendered. The         
compensation costs of $250,000 was charged to income during the period ended    
March 31, 2001.                                                                 

NOTE E-RELATED PARTY TRANSACTIONS                                               

From the Company's inception in July 1997, the Company's Officer, Director and  
principal shareholder has advanced funds to the Company for working capital     
purposes. No formal repayment terms or arrangements exist. The net amount of the
advances due the officer at March 31, 2001 and December 31, 2000 were $317,454  
and $ 317,454, respectively.                                                    

NOTE F- DISCONTINUED OPERATIONS                                                 

On September 18, 2000, the holders of the Company's preferred stock elected to  
convert their shares to common stock of Global Group International, Inc. (see   
Note F). As a result of the conversion, the Company's interest in Global Group  
International, Inc., which represented the Company's shoe business segment, was 
reduced from 100% to less than 1%. As a result of the spin off of the subsidiary
, the Company's shoe business segment is accounted for a discontinued operation,
and accordingly, the amounts in the financial statements and related notes for  
all periods shown have been restated to reflect discontinued operations         
accounting.                                                                     

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 CAVALCADE OF SPORTS MEDIA, INC.
 (A developmental stage company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
 (UNAUDITED)

NOTE F- DISCONTINUED OPERATIONS (continued)                                     

In connection with the election, the Company cancelled the previously issued and
outstanding 855,000 shares of the preferred stock as convertible preferred stock
("1999 Global Group Series") . The discontinued operations had no assets and had
negative book value. Net current liabilities consisted of accrued expenses      
incurred in connection with unpaid minimum royalties due under license          
agreements to manufacture and distribute women's shoes . The holders of the     
preferred shares paid no monetary consideration to the Company. In September,   
2000, the holder of the license agreements legally released the Company from its
past and future obligations under the terms of the agreements, and as a result, 
the Company de-recognized the $78,974 of unpaid and previously accrued minimum  
royalties. Accordingly, the Company recorded a net gain of $ 78,974 during the  
year ended December 31, 2000 in connection with the disposal of the shoe        
business segment.                                                               

The financial statements reflect the operating results and balance sheet items  
of the discontinued operations separately from continuing operations. Prior     
years have been restated. Operating results for the discontinued operations for 
the three months ended March 31, 2001 and 2000 were:                            

                          March 31, 2001      March 31, 2000
Revenues                                       $   -          $        -        
Expenses                                           -              23,375        
                                       -----          ----------
Net (loss)                                     $   -          $ (23,375)        
                                       =====          ==========

F-38

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G/A’ Filing		Date		First		Last			Other Filings
		12/31/05		14					10KSB,  NT 10-K
		12/31/03		14					10KSB,  NT 10-K
		1/1/02		27
		12/31/01		27		61			10KSB,  5,  NT 10-K
Filed on:		8/2/01		33
		6/16/01		17
		3/31/01		2		69
		3/8/01		36
		2/7/01		14
		1/2/01		31
		1/1/01		27
		12/31/00		2		69
		12/21/00		17
		12/15/00		46
		12/1/00		31		60
		11/9/00		30		60
		10/30/00		30		60
		10/13/00		30		60
		9/19/00		24
		9/18/00		26		68
		8/21/00		30
		8/14/00		6
		8/10/00		30
		7/25/00		30		60
		7/7/00		6
		7/2/00		46
		5/17/00		30		60
		5/8/00		40		60
		4/27/00		40		60
		4/21/00		30
		3/31/00		35		69
		3/28/00		30		60
		3/21/00		30
		2/1/00		30
		1/12/00		46
		12/31/99		2		59
		12/30/99		3		9
		12/22/99		3		9
		12/17/99		3		9
		12/16/99		29
		12/14/99		3
		11/12/99		29		59
		9/30/99		40		59
		5/28/99		26		59
		4/13/99		40		59
		3/31/99		14		29
		3/23/99		3		9
		3/4/99		3
		2/1/99		29
		12/31/98		40		59
		12/22/98		29		59
		12/16/98		29
		12/15/98		46
		6/22/98		3
		4/21/98		3
		3/5/98		3
		3/4/98		3
		2/23/98		2		3
		1/1/98		2		59
		12/31/97		40		59
		7/29/97		2		60
		7/26/97		25
		7/22/97		2
		3/29/97		61
		1/1/97		24
		12/31/96		24
		6/1/95		24
		6/30/94		24
		3/1/94		24
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