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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2002

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                      TO                      .

COMMISSION FILE NUMBER: 000-32989

BAM! ENTERTAINMENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

333 WEST SANTA CLARA STREET, SUITE 716
SAN JOSE, CALIFORNIA 95113
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(408) 298-7500
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: None

     SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT: Common Stock $0.001 par value

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

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

     The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $12.1 million as of September 1, 2002 based upon the closing price on the Nasdaq National Market reported for such date. Stock held by each officer and director and by each person who owns 5% or more of Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive determination for other purposes.

     The number of shares of common stock outstanding as of September 1, 2002: 14,599,938

Documents Incorporated by Reference

     Portions of the Registrant’s Definitive Proxy Statement issued in connection with the 2002 Annual Meeting of the Stockholders of the Registrant are incorporated by reference into Part III.

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PART I

Item 1 — Business

     Certain information contained in this Report constitutes forward-looking statements which involve risks and uncertainties including, but not limited to, information with regard to our revenues, earnings, spending, margins, cash flow, orders, inventory, products, actions, plans, strategies and objectives. The words “believes,” “anticipates,” “plans,” “expects,” “endeavors,” “may,” “will,” “intends,” “estimates,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties, and our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Report.

Overview

     We are a developer and publisher of interactive entertainment software. We currently publish titles for most of the popular interactive entertainment hardware platforms, such as Sony’s PlayStation and PlayStation 2, Nintendo’s GameCube, N64, Game Boy Color and Game Boy Advance, portable handheld devices manufactured by Palm and Handspring, and for personal computers or PCs. We are developing and plan to publish titles for Microsoft’s Xbox. We were incorporated in California in October 1999 under the name Bay Area Multimedia, Inc. We reincorporated in Delaware in September 2000 and changed our name to BAM! Entertainment, Inc. in December 2000. We commenced operations in October 1999, and shipped our first products in June 2000. We completed our initial public offering in November 2001.

     We license properties from a wide variety of sources, and publish titles based on the motion picture, sports and television properties of our licensors. We have entered into strategic license arrangements with entertainment and media companies that have developed well-known characters and brands and that are producing popular properties that are expected to form the basis of some of our future products. Our agreements with licensors and developers generally require us to make advance royalty payments, and we may be required to spend money on advertising and promotion. We generally pay royalties based on net revenues.

     We design and develop our titles internally or through third parties with whom we have established relationships. We believe that the development cycle for new titles is long, typically ranging from 12 to 24 months, except for Nintendo’s Game Boy Advance for which the development cycle typically ranges from six to nine months. After development of the initial product, we believe that it may take between six to 12 additional months to develop the product for, or port the product to, a different hardware platform.

     We sell our products to mass merchandisers such as Toys “R” Us, Target, Kmart, Wal-Mart and Best Buy, specialty chains such as GameStop, and Electronics Boutique and independent distributors. Our products are manufactured exclusively by third parties. We have operations in both the United States and Europe. International operations are conducted through our offices in England, where we have an internal product development studio, perform international sales and marketing activities and manage local third-party developers.

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Products

     The following tables set forth our existing titles, which are sold and available to consumers in North America and Europe except as indicated.

Strategic relationships

     We have entered into strategic relationships with entertainment and media companies that have developed well-known characters and brands and that are producing popular properties that are expected to form the basis of future products.

     The Cartoon Network. Between March 2000 and December 2001, we entered into four non-exclusive license agreements that give us the right to develop and distribute interactive entertainment software based on Warner Bros.’ Powerpuff Girls, Dexter’s Laboratory, Samurai Jack and Yogi Bear properties on a multi-national basis. The Powerpuff Girls, Dexter’s Laboratory, Samurai Jack and Yogi Bear television shows are aired on AOL Time Warner’s Cartoon Network. Under these agreements, we are obligated to pay royalties based on a percentage of net sales of the titles and are obligated to advertise and promote the titles on the Cartoon Network.

     We believe that the Cartoon Network has significant brand awareness among six to 11 year olds. According to the Cartoon Network, their programs are viewed in 81 million homes around the world. We participate in promotional programs with the Cartoon Network and certain retailers who advertise on the Cartoon Network in connection with the release of our products.

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Franchise Films. In April 2000, we entered into a strategic arrangement with Franchise Films, Inc. Our agreement gives us the exclusive, first look right to review screenplays acquired by the studio, develop titles based on films produced from those screenplays and distribute them worldwide. Our agreement expires upon the later of three years or the theatrical release of the tenth film on which we base a product. Franchise Films has also agreed to provide us with free access to any publicity and advertising materials it prepares and granted us the right to use these materials to promote and advertise our products. Under the agreement, we agreed to pay Franchise Films royalties based on the net sales of the titles based on the films we select and we are obligated to issue 68,738 shares of our common stock following the theatrical release of each film for which we have developed a title, up to a maximum of 687,375 shares. We have released titles for the Sony PlayStation 2 and Nintendo Game Boy Advance based on the film title Driven, which was released in April 2001. We have also released a Nintendo Game Boy Advance title based on Ecks v Sever, a film due to be released in the Fall of 2002, and are developing additional titles based on this film.

Spyglass Entertainment Group. In October 2000, we entered into a strategic arrangement with Spyglass Entertainment Group, L.P., the studio that produced the film The Sixth Sense. Our five-year agreement gives us an exclusive right of first refusal to develop titles based on films produced by the studio and to distribute them worldwide. In addition, Spyglass Entertainment Group has agreed to provide us with free access to any publicity and advertising materials it prepares and the right to use these materials to promote and advertise our titles. Under the agreement, we granted Spyglass Entertainment Group a warrant to purchase up to 470,000 shares of our common stock and agreed to pay the studio royalties based on the net sales of titles based on its films. We have commenced development on the first Spyglass Entertainment Group title, Reign of Fire, for Sony’s PlayStation 2, Microsoft’s Xbox, and Nintendo’s Game Boy Advance and GameCube.

Sports Illustrated For Kids. In May 2000, we signed a strategic arrangement with Time, Inc. for the development of titles utilizing the Sports Illustrated For Kids brand name. Our four-year, non-exclusive license gives us the right to publish titles based on popular sports that are appropriate for children ages seven to 17 and to distribute those titles on a multi-national basis. Our agreement gives us the right to access a portion of their subscriber base for market research purposes. Under the agreement, we are obligated to pay a royalty based on the gross wholesale price of the titles and advertise and promote the titles in the magazine. In September 2001 we released our first two titles under this collaboration for Nintendo’s Game Boy Advance, Sports Illustrated for Kids Baseball and Sports Illustrated for Kids Football. We plan to release more baseball titles for Nintendo’s GameCube and Sony’s PlayStation 2 in fiscal 2003.

Aardman Animations Ltd. In January 2002, we entered into a licensing and publishing partnership with Aardman Animations Limited, creators of Wallace & Gromit and Chicken Run. Our five-year agreement gives us an exclusive right to develop titles based on Aardman’s intellectual property and to distribute them worldwide. Under the agreement we will have to pay royalties to Aardman calculated as a percentage of sales of the developed products, and we are required to issue them warrants to purchase up to 50,000 shares of common stock, in pre-determined multiples of either 5,000 or 10,000 shares, upon the occurrence of certain pre-determined events. We have commenced development of Wallace & Gromit titles for Sony’s PlayStation 2, Nintendo’s GameCube and Game Boy Advance, Microsoft’s Xbox and personal computers.

Southpaw Media Group Inc. In May 2002, we entered into a licensing and publishing agreement with Southpaw Media Group Inc. Our agreement gives us the exclusive, first look right to review screenplays to be produced by the studio, develop titles based on any films, made for television movies, or television series produced from those screenplays, and distribute them worldwide. Our agreement expires upon the later of five years or either the theatrical release or television air-date of the tenth film or television series on which we base a product, but in no event later than eight years from the date of the agreement, unless seven films or television series have been released or aired, respectively, seven years from the date of the agreement, in which event the agreement would expire at such time. Under the agreement, we will have to pay royalties to Southpaw calculated as a percentage of sales of the developed products, and Southpaw was granted a warrant to purchase up to 200,000 shares of our common stock, of which 15,000 became immediately exercisable upon the signing of the agreement and the remaining 185,000 only become exercisable in multiples of 4,625 shares upon each election to produce a title, up to a maximum ten titles, and multiples of 13,875 shares upon the theatrical release or television air-date of each film for which we have developed a title. Upon expiration of the agreement, any unexercised warrants will cease to be exercisable.

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Riverdeep Inc. In June 2002, we entered into a licensing and publishing agreement with Riverdeep Inc., owners of the property rights to Carmen Sandiego. Our agreement gives us an exclusive right to develop titles based on Carmen Sandiego for all platforms except personal computers, and to distribute them worldwide. Under the agreement we will have to pay royalties to Riverdeep calculated as a percentage of sales of the developed products. The agreement expires four years after the first commercial distribution of the first title, or June 2004 if no title is released prior to that date.

Software product design and development

We believe our success will depend in large part on our ability to design and develop innovative interactive entertainment software based on popular content, design and develop sequels to our more popular products and offer previously released products on additional hardware platforms. We pair members of our internal production staff with internal and external software developers who have varying design and development capabilities, which we believe provides us with flexibility to develop titles in a timely, cost-effective manner. Our software producers take responsibility for the selection of the title concept, evaluation of the capabilities of the software developer who will prepare the graphics, artwork and computer code for the title, and the publication, marketing and distribution of the completed title. The internal and external software developers are responsible for the completion of technical milestones such as creation of particular graphics, artwork and sound designs.

Title production and development

At June 30, 2002, our in-house production staff consisted of 40 employees, 5 of whom work in our San Jose office, 7 of whom work in our Bath, England office, and 28 of whom work in our London, England development studio. Our in-house production staff includes 11 software producers who are responsible for monitoring the progress of our internal software developers as well as the independent third-party software developers with whom we contract to create titles. Our production staff evaluates the work of each of the internal and external software developers through design review, progress evaluation, milestone review and quality checks. Each milestone submission is reviewed by our in-house production staff to ensure compliance with the product’s design specifications.

Members of our in-house production staff and internal software development team currently work at our offices in San Jose, California and Bath, England, as well as at our internal software development studio in London, England.

Internal product development

Members of our internal production and development staff are organized into teams led by a producer and staffed with software developers who are responsible for such functions as game design, software programming, art design and sound design. We believe that this team approach promotes the creative and cooperative environment necessary to develop innovative and successful titles.

To create a title internally, our software production staff first prepares a schedule and budget. Our internal software developers then complete the initial design and concept layout, computer graphic design, two-dimensional and three-dimensional artwork, programming, prototype testing, sound engineering and quality control. To successfully complete the production and development of our interactive entertainment titles, our internal software development team utilizes a variety of advanced hardware and software development tools, including sound compression utilities, clay modeling and video compression. When the development of the title is complete, and our internal production staff has confirmed that each design milestone has been met, the title is play-tested by us and sent to the manufacturer for its testing, review and approval. Once this is obtained, we publish and ship the title to our retailers and distributors.

We believe that the development process for an original, internally-developed product for a next generation hardware platform typically takes 12 to 24 months, and for an original, internally-developed product for the Nintento Game Boy Advance platform, six to nine months. This process is shorter for existing products currently used on 32-bit and 64-bit hardware platforms. We believe that it takes approximately six to 12 months to develop an existing title as a product for a different hardware platform.

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External product development

     When we elect to develop a concept or property externally, we contract with an independent third-party software developer to develop the title under the supervision of our internal software production staff. When we develop a title with an independent software developer, we select a title concept and then evaluate whether the independent developer has sufficient expertise to create the software code, animation and graphics for that title. After we evaluate the independent developer’s capabilities and decide to produce that title with the developer, our production team prepares a budget, list of development milestones and a sales and marketing plan. The independent developer then begins to prepare the software code, graphics and animation for the title. When the final milestone has been met and our production staff is satisfied that the title is ready for publication, we publish, distribute and market the title.

     Our production staff also works with independent software developers to modify, or port, existing titles for distribution in a certain country or across additional platforms. When we decide to port an existing title in this manner, our internal production staff prepares a list of development milestones and a budget and marketing plan for the title. Our internal production staff then works with the independent software developer to ensure that the milestones are met and the title is ported to a new platform or readied for distribution to a new country.

     Our agreements with independent software developers are typically entered into on a title-by-title basis and provide for the payment of the greater of a fixed amount or royalties based on actual sales. We generally pay independent software developers installments of the fixed advance based on the achievement of specific development milestones established by our production staff at the outset of the development process. Royalties in excess of the fixed advance are generally based on a fixed amount per unit sold. We generally obtain ownership of the software code and related documentation from our independent software developers. In instances where we do not retain sole ownership of the source code, the owner may use or license the code for development of other software products that may compete directly with our products and we may not have sufficient rights in the source code to produce derivative products. Upon completion of the development process, each title is play-tested by us and sent to the manufacturer for its testing, review and approval. Related artwork, user instructions, warranty information, brochures and packaging designs are also developed by third parties under our supervision.

Marketing, sales and distribution

     Our marketing, sales and distribution efforts are designed to broaden product distribution and increase the penetration of our products in domestic and international markets. We rely in part on the name recognition of the motion picture, sports and television cartoon properties on which many of our products are based to attract consumers and obtain shelf space from mass merchandisers. We supplement our domestic direct sales efforts with third-party distributors, and in the last year, we have increased our marketing, sales and distribution efforts in international markets through licensing and third-party distribution strategies. As of June 30, 2002, our sales and marketing staff consisted of 21 employees, 13 of whom work in our San Jose, California headquarters and 8 of whom work in our Bath, England office.

     Our marketing department implement marketing programs and campaigns for each of our titles. In preparation for a product launch, our marketing activities may include print and cooperative retail advertising campaigns, game reviews in consumer and trade publications, pre-release giveaways, and retail in-store promotions including demonstrations, videos, over-size displays and posters. We have selectively included in our marketing efforts radio, television and Internet advertising campaigns. We also allocate a portion of each of our product’s sales and marketing budget for cooperative advertising and market development with retailers. Many of our titles are launched with a multi-tiered marketing campaign that is developed on an individual basis to promote product awareness, customer pre-orders and consumer sell-through.

     We seek to extend the life cycle and financial return of many of our products by marketing those products differently throughout the product’s life. Although the product life cycle for each title varies based on a number of factors, including the quality of the title, the number and quality of competing titles, and in certain instances seasonality, we typically consider a title as back catalog six months after its initial release. We utilize marketing programs appropriate for the particular title, which generally includes progressive price reductions over time to increase the product’s longevity in the retail channel as we shift advertising support to newer releases.

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Domestic activities

     We sell our products primarily to mass merchandisers and, to a lesser extent, to third-party distributors. Our principal customers include Toys “R” Us, Kmart, Wal-Mart, GameStop, Best Buy, Electronics Boutique and Target. We do not have any written agreements or other understandings with any of our customers that relate to future purchases, so our customers could reduce or terminate their purchases from us at any time. Revenues from our three largest customers collectively accounted for approximately 41% of our net revenues for the year ended June 30, 2002 as compared to 43% from our three largest customers for the year ended June 30, 2001 and 75% from our three largest customers for the period from October 7, 1999 (inception) through June 30, 2000.

     We believe that we provide terms of sale comparable to competitors in our industry. We sell our products to retailers and distributors through independent regional sales representatives who operate on a commission basis. The sales staff is largely responsible for generating retail demand for our products by presenting new products to our customers in advance of the products’ scheduled release dates. They do this by providing technical advice with respect to the products and by working closely with retailers and distributors to sell the products. In addition, we provide technical support for our products through our customer support department. We typically ship our products within a short period of time after acceptance of purchase orders from distributors and other customers. Accordingly, we do not have a material backlog of unfilled orders and net sales in any quarter are substantially dependent on orders booked in that quarter. To date we have not experienced any material warranty claims.

     We utilize an electronic data interchange with most of our major domestic customers to efficiently receive, process and ship customer product orders and to accurately track and forecast sell-through of our products to consumers in order to determine whether to order additional products from manufacturers.

International activities

     Our international sales and marketing activities are currently conducted from our office located in Bath, England. Our international marketing activities include television advertising and publicity campaigns in interactive entertainment publications, magazines and newspapers. Our first international titles were introduced during the year ended June 30, 2001. We pursue our international sales by localizing our products for various international markets and releasing localized versions of many of our products simultaneously with the commercial release of corresponding titles in North America. We are also engaged in software development and production at our internal development studio in London, England.

     In February 2001, we entered into a two-year exclusive license agreement with Ubi Soft Entertainment S.A. (“Ubi Soft”), a French distributor of entertainment and educational multimedia, to distribute, market, and sell certain of our interactive software products in the Nintendo Game Boy Color format on a multi-national basis. The agreement also obligates Ubi Soft to make minimum purchases at a set price per title.

     In July 2001, we expanded our relationship with Ubi Soft and signed a distribution agreement establishing them as the exclusive distributor of all of our interactive entertainment software products across all hardware platform formats in a number of European countries. Under this agreement, we are obligated to pay a distribution fee based on a percentage of the net revenues from sales of all products in the territory, and assist with marketing the products.

     In the United Kingdom we sell our products primarily to mass merchandisers and, to a lesser extent, to third-party distributors. Our principal customers include Game, Dixons, Toys “R” Us, WH Smiths, EUK, and HMV. Our sales staff is largely responsible for generating retail demand for our products by presenting new products to our customers in advance of the products’ scheduled release dates. They do this by providing technical advice with respect to the products and by working closely with retailers and distributors to sell the products. We typically ship our products within a short period of time after acceptance of purchase orders from distributors and other customers. Accordingly, we do not have a material backlog of unfilled orders and net sales in any quarter are substantially dependent on orders booked in that quarter.

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     Revenues from our international customers collectively accounted for approximately 11% of our net revenues for the year ended June 30, 2002 as compared to 10% for the year ended June 30, 2001 and 0% for the period from October 7, 1999 (inception) through June 30, 2000.

Manufacturing

     Nintendo and Sony are the sole manufacturers of the software products sold for use on their respective hardware platforms. We begin the manufacturing process by placing a purchase order for the manufacture of our products with Nintendo or Sony and opening either a letter of credit in favor of the manufacturer or utilizing our line of credit with the manufacturer. We then send software code and a prototype of the product to the manufacturer, together with related artwork, user instructions, warranty information, brochures and packaging designs for approval, defect testing and manufacture.

     Microsoft appoints approved third-party manufacturers to manufacture software for its hardware platform. Microsoft also offers us the opportunity to enter into one or more kit licenses, pursuant to which Microsoft would license software development tools and hardware to assist us in the development of titles prior to sending these titles to authorized third-party manufacturers for replication.

     The amounts charged by the manufacturers include a manufacturing, printing and packaging fee, as well as a royalty for the use of the manufacturer’s name, proprietary information and technology. All of these fees are subject to adjustment by the manufacturers at their discretion. Nintendo charges us a fixed amount for each cartridge that includes the royalty. This amount varies based, in part, on the memory capacity of the cartridges. Sony charges us a royalty for every disk manufactured. The manufacturers have the right to review, evaluate and approve a prototype of each title and the title’s packaging and marketing materials.

Competition

     The interactive entertainment software industry is intensely competitive and is characterized by the frequent introduction of new hardware platforms and titles. Our competitors vary in size from small companies to large corporations, including the manufacturers of the hardware platforms. We must obtain a license from and compete with the hardware platform manufacturers in order to develop and sell titles for their respective hardware platforms, with each such manufacturer typically being the largest publisher and seller of software products for its own hardware platforms. As a result of their commanding positions in the interactive entertainment industry as the manufacturers of hardware platforms and publishers of titles for their own hardware platforms, these manufacturers generally have better bargaining positions with respect to retail pricing, shelf space and purchases than do any of their licensees.

     In addition to the hardware platform manufacturers, we compete with other interactive entertainment software companies. Significant competitors include Acclaim Entertainment, Inc., Activision, Inc., Bandai America Incorporated, Capcom USA, Inc., Eidos PLC, Electronic Arts Inc., Infogrames, Inc., Konami Corporation of America, Inc., Midway Games Inc., Namco Ltd., Sega Enterprises, Inc. (USA), Take-Two Interactive Software, Inc., THQ, Inc., Ubi Soft Entertainment and Vivendi Universal S.A. Many of these competitors are large corporations that have significantly greater financial, marketing, personnel and product development resources than us. Due to these greater resources, certain of these competitors are able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies, pay higher fees to licensors of desirable motion picture, television, sports and character properties and pay more to third-party software developers than we can. We believe that we are able to successfully compete with regard to the principal factors of the interactive entertainment software industry, including

	•		product features;
	•		brand name recognition;
	•		rights to properties;

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	•		access to distribution channels;
	•		product quality and ease of use;
	•		price;
	•		marketing support;
	•		reviews received from independent reviewers; and
	•		quality of customer service.

     However, any significant increase in the development, marketing and sales efforts of our competitors could harm our business.

Intellectual property

     Our business relies on the hardware platform manufacturers and our non-exclusive licenses with them to publish titles and manufacture our products for their hardware platforms. Our existing hardware platform licenses for Nintendo’s Game Boy Color and Game Boy Advance, Nintendo 64, Nintendo GameCube, Sony’s PlayStation and PlayStation 2, Sega’s Dreamcast and Microsoft’s Xbox grant us the right to develop, publish and distribute titles for use on the respective hardware platforms. Each of these hardware platform licenses requires that we obtain approval for the publication of new titles on a title-by-title basis and licenses with Nintendo and Sony require that our titles be manufactured solely by the respective manufacturer and licenses with Microsoft require that we use certain approved third party manufacturers. License agreements relating to these rights generally extend for a term of two to three years. The agreements are terminable upon the occurrence of a number of factors, including: (1) breach of the agreement by us; (2) our bankruptcy or insolvency; or (3) our entry into a relationship with, or acquisition by, a competitor of the manufacturer. We cannot assure you that we will be able to obtain new or maintain existing licenses on acceptable terms, or at all.

     Upon termination of a hardware platform license for any reason other than our breach or default, the manufacturer has the right to purchase from us, at the price paid by us, any product inventory manufactured by such manufacturer that remains unsold for a specified period after termination. We must destroy any such inventory not purchased by the manufacturer. Upon termination as a result of our breach or default, we must destroy any remaining inventory, subject to the right of any of our institutional lenders to sell such inventory for a specified period.

     We hold copyrights on our products, product literature and advertising and other materials. We rely on common law trademark rights to our name and our logo. We do not currently hold any patents. We outsource some of our product development to third-party developers and typically retain all intellectual property rights related to such projects. No third-party developer has challenged our ownership interest in the intellectual property rights to projects we have outsourced, but it is always possible that a third-party developer could issue such a challenge and prevail. We also license products developed by third parties and pay royalties on such products.

     We regard our products as proprietary and rely primarily on a combination of copyright, trademark and trade secret laws, confidentiality and nondisclosure agreements and other methods to protect our proprietary rights. We require our employees, consultants and other outside individuals and entities, including employees of third-party developers, to execute confidentiality and nondisclosure agreements upon the start of employment, consulting or other contractual relationships with us. These agreements provide that all confidential information developed or made known to the individual or entity during the course of the relationship is to be kept confidential and not disclosed to third parties except in specific circumstances. However, our ability to police these individuals and entities and enforce these agreements is costly and uncertain.

     We also rely on existing copyright laws to prevent unauthorized distribution of our products. However, existing copyright laws afford only limited protection. Policing unauthorized use of our products is difficult and software piracy can be a persistent problem, especially in certain international markets. We are aware that unauthorized

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copying occurs within our industry and if a significant amount of unauthorized copying of our interactive entertainment software products were to occur, our business would be harmed. In addition, the laws of some countries in which our products are or may be distributed either do not protect our products and intellectual property rights to the same extent as the laws of the United States, or these laws are weakly enforced. Legal protection of our rights may be ineffective in these countries, and as we leverage our products using emerging technologies, such as the Internet and online services, our ability to protect our intellectual property rights, and to avoid infringing the intellectual property rights of others, becomes more difficult. In addition, intellectual property laws are less clear with respect to such emerging technologies. Accordingly, existing intellectual property laws may not provide adequate protection to our products that are developed in connection with emerging technologies.

     As the number of titles in the interactive entertainment software industry increases and the features and content of these titles further overlap, interactive entertainment software developers may increasingly become subject to infringement claims. Although we make reasonable efforts to ensure that our products do not violate the intellectual property rights of others, we cannot assure you that claims of infringement will not be made. Any such claims, with or without merit, can be time consuming and expensive to defend and we cannot assure you that infringement claims against us will not result in costly litigation or require us to license the intellectual property rights of third parties, either of which could harm us.

     We may also be subject to legal proceedings and claims from time to time in the ordinary course of business, including claims of alleged infringement of the trademarks and other intellectual property rights of third parties. For example, we are aware that other parties are utilizing the “BAM” mark, or marks that incorporate the letters “BAM,” in businesses similar to ours, and those parties may have rights to such mark that are superior to ours. These parties could challenge our rights to use the name “BAM” in their markets. In this event, we could be required to stop using the name in particular markets or to obtain a license from these parties to use it in such markets.

     Our agreements with third-party software developers and property licensors typically provide for us to be indemnified with respect to certain matters. However, if any claim is brought by a hardware manufacturer or other party against us, our software developers or property licensors may not have sufficient resources to, in turn, indemnify us. In addition, these parties’ indemnification of us may not cover the matter that gives rise to the original claim, and in either case, our business could be harmed.

Employees

     As of June 30, 2002, we employed 80 full-time employees, comprising 21 in sales and marketing, 40 in research and development, and 19 in management, general and administration. Of the 80 employees, 31 are located in the United States, and 49 are located in England. None of the employees are represented by a labor union, and we have experienced no work stoppages. We believe our employee relations are good.

Risk Factors

     In addition to the other information in this Report, the following factors should be considered in evaluating us and our business.

Because we have a limited operating history, it is difficult to evaluate an investment in our common stock.

     We were organized in October 1999 and released our first interactive entertainment software product in June 2000. It is difficult to evaluate our future prospects and an investment in our common stock because we have a limited operating history and the market for our products is rapidly evolving. Our prospects are uncertain and must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stage of development.

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     Our future performance will depend upon a number of factors, including our ability to:

	•		expand our customer base;
	•		secure popular entertainment properties upon which to base future products;
	•		develop and enhance products in response to new interactive entertainment hardware platform releases, customer demand and competitive market conditions;
	•		expand our interactive entertainment software development and sales and marketing capabilities;
	•		expand our international operations;
	•		attract, retain and motivate qualified personnel; and
	•		maintain adequate control of our expenses.

We have a history of operating losses and may never achieve profitability.

     We incurred net losses of $15.7 million for the year ended June 30, 2002, $1.6 million for the year ended June 30, 2001 and $803,000 for the period from inception through June 30, 2000. We will need to generate significant revenues to achieve profitability. There can be no assurance that our revenues will grow in the future or that we will achieve sufficient revenues for profitability. If our revenues do not grow as quickly as we anticipate, or if our operating expenses exceed our expectations, our business would be severely harmed.

Our revenues fluctuate due to seasonal demand and the nature of the interactive entertainment industry.

     We have experienced and may continue to experience significant quarterly fluctuations in net sales and operating results. The interactive entertainment industry is highly seasonal, with sales typically higher during the fourth and first calendar quarters. This is due primarily to the increased demand for games during and immediately following the holiday buying season. Our failure or inability to introduce products on a timely basis to meet seasonal fluctuations in demand will harm our business and operating results. Although we are attempting to reduce the effect of seasonal patterns on our business by distributing our product release dates more evenly throughout the year, we may not be successful. These fluctuations, as well as fluctuations caused by other factors, could cause our stock price to decline.

     Our expense levels are based, in part, on our expectations regarding future sales. Therefore, our operating results would be harmed by a decrease in sales or a failure to meet our sales expectations. Uncertainties associated with interactive entertainment software development, lengthy manufacturing lead times, production delays and the approval process for products by hardware manufacturers and other licensors make it difficult to predict the quarter in which our products will ship. As a result of these and other factors, in some future quarters our operating results may fall below the expectations of securities analysts and investors. In this event, the trading price of our common stock could significantly decline.

Our earnings will be affected upon the issuance of shares of our common stock pursuant to third-party entertainment property license agreements and by a warrant held by a finance company.

     Pursuant to a license agreement with Franchise Films, we are obligated to issue 68,738 shares of our common stock after the release of any film for which we elect to produce interactive entertainment software products. This agreement covers up to 10 films or 687,375 shares of common stock. To date, we have elected to produce titles for three films and have issued 68,738 shares under this agreement. We are required to issue these shares when the films are released and will then incur a non-cash charge. If the software product is released after the release of the film, we will amortize the non-cash charge over the life of the product, which is expected to be between three and six months. If the software product is released prior to the release of the film, we will at each interim period assess whether it is probable that the film will be released and that the value of the shares to be issued is recoverable through future sales

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of the product to which it relates. If this is probable, the non-cash charge will be amortized to licensed costs over the life of the product. In the alternative, we will expense the non-cash charge at the time of the issuance of the shares if it is not probable that the value of the shares issued is recoverable through future sales of the product to which these shares relate. We cannot estimate the aggregate dollar amount of future non-cash charges as they are based on our share price at a future point in time. However, these charges may be substantial. The non-cash charge of $746,000 on the initial shares issued was fully amortized in the year ended June 30, 2002. Each of these future charges will affect our gross margins and profitability and may cause the trading price of our common stock to decline significantly.

     In connection with the issuance of warrants pursuant to a license agreement with Spyglass Entertainment, we incurred a non-cash charge of $354,000. This charge is being amortized on a straight-line basis over five years and commenced in October 2000. In connection with these warrants, a further non-cash charge of $556,000 will be amortized over a period, expected to be between three and six months, commencing on the release of the subject interactive entertainment software products. These releases are expected to be in the first or second fiscal quarter of 2003. Each of these charges will affect our gross margins and profitability and may cause the trading price of our common stock to decline significantly.

     In connection with a license agreement entered into with Aardman Animations Ltd we are required to issue warrants to purchase up to 50,000 shares of common stock, in pre-determined multiples of either 5,000 or 10,000 shares, upon the occurrence of certain pre-determined events. To date we have issued warrants to purchase 20,000 shares under this agreement and incurred non-cash charges of $86,000. Under the agreement, additional warrants to purchase up to an additional 30,000 shares may be issued, in either multiples of 5,000 or 10,000 shares, contingent upon certain future events occurring relating to the development and release of products. Upon issuance of the warrants we will incur an additional non-cash charge. Upon release of the software products on which the warrants are issued, we will amortize the non-cash charges over the life of the products, which are expected to be between three and six months. We cannot estimate the aggregate dollar amount of these future non-cash charges as they are based on our share price at future points in time. Each of these charges will affect our gross margins and profitability and may cause the trading price of our common stock to decline significantly.

     In connection with a license agreement entered into with Southpaw Media Group Inc, we granted a warrant to purchase up to 200,000 shares of our common stock, of which 15,000 became immediately exercisable upon the signing of the agreement. The remaining 185,000 will only become exercisable, in multiples of either 4,625 or 13,875 shares, upon certain future events occurring relating to the development and release of products. Upon the signing of the agreement, the warrant for 15,000 shares became exercisable, and we recorded a non-cash deferred charge of $29,000, which will be amortized on a straight-line basis over five years. This amortization commenced in May 2002. We will incur additional non-cash charges as the remaining 185,000 shares become exercisable. Upon release of the software products on which the warrants are issued, we will amortize the non-cash charges over the life of the products, which are expected to be between three and six months. We cannot estimate the aggregate dollar amount of these future non-cash charges as they are based on our share price at future points in time. Each of these charges will affect our gross margins and profitability and may cause the trading price of our common stock to decline significantly.

Our market is characterized by changing consumer preferences and short product life cycles. To compete effectively we must continually introduce new products that achieve market acceptance.

     The interactive entertainment software market is characterized by short product life cycles, changing consumer preferences and frequent introduction of new products. We believe that our success will be dependent on the production of successful titles on a continuous basis. We cannot assure you that new products introduced by us will achieve significant market acceptance or that such acceptance, if achieved, will be sufficient to permit us to recover development and other associated costs. Consumer preferences for interactive entertainment software products are continually changing and are difficult to predict. Even the most successful titles remain popular for only limited periods of time, often less than six months. The life cycle of a game generally consists of a relatively high level of sales during the first few months after introduction, followed by a decline in sales. Accordingly, we expect that substantially all of our net sales for a particular year will be generated by titles released in that year and in the latter part of the prior year.

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The development cycle for new titles is long and during this time the market appeal of a title may decline.

     We believe the development cycle for new titles is long, typically ranging from 12 to 24 months. After development of the initial product, we believe it may take between six and 12 additional months to develop the product for additional hardware platforms. In order to distribute a product, we must develop and test the necessary game software, obtain approval from the manufacturer and licensor if required, and have the initial order of cartridges or disks manufactured. During the development cycle, the market appeal of a title or of a property on which the title is based may decline. If market acceptance is not achieved, we may grant markdown allowances to maintain our relationship with retailers and our access to distribution channels. Because we introduce a relatively limited number of new products in a given period, the failure of one or more of our products to achieve market acceptance could harm our business.

The introduction of new interactive entertainment hardware platforms creates risks relating to the development of titles for those hardware platforms.

     The interactive entertainment industry is also characterized by rapid technological change. For example, the 128-bit hardware platform was released within five years of the release of the 64-bit hardware platform. As a result, we must continually anticipate these changes and adapt our offerings to emerging hardware platforms and evolving consumer preferences. Generally, because of the length of the development cycle, our development efforts must begin well in advance of the release of new hardware platforms in order to introduce titles on a timely basis with the release of such hardware platforms. Further, we have no control over the release dates of new hardware platforms or the number of units that will be shipped upon such release. It is difficult to ensure that our schedule for releasing new titles will coincide with the release of the corresponding hardware platforms. Additionally, if fewer than expected units of a new hardware platform are produced or shipped, such as recently occurred with Sony’s PlayStation 2, Microsoft’s Xbox, and Nintendo’s Game Boy Advance, developers of titles for those hardware platforms may experience lower than expected sales.

     The introduction of new hardware platforms and technologies can also render existing titles obsolete and unmarketable. Generally, as more advanced hardware platforms are introduced, consumer demand for titles for older hardware platforms diminishes. In addition, a broad range of competing and incompatible emerging technologies may lead consumers to postpone buying decisions until a particular hardware platform gains widespread acceptance. As a result of such reduced consumer demand for titles on older hardware platforms, our titles for older hardware platforms may not generate sufficient sales to make our titles profitable.

The development of software products is complex and time consuming and may not lead to marketable titles.

     The development of software products is complex and time consuming. Our development efforts may not lead to marketable titles or titles that generate sufficient revenues to recover their development and marketing costs, especially if a hardware platform does not reach or sustain an expected level of acceptance. This risk may increase in the future, as continuing increases in development costs require corresponding increases in net sales in order for us to maintain profitability.

     The technological advancements of the new hardware platforms also allow more complex software products. As software products become more complex, the risk of undetected errors in products when first introduced increases. We cannot assure you that, despite testing, errors will not be found in new products or releases after shipments have been made, resulting in loss of or delay in timely market acceptance, product returns, loss of revenues and damage to our reputation. In the past, we have experienced delays in the introduction of new titles and we anticipate that we will experience similar delays in the future in connection with the introduction of additional new titles, including products currently under development. Because net revenues associated with the initial shipments of a new product generally constitute a high percentage of the total net revenues associated with the life of a product, any delay in the introduction of, or the presence of a defect in, one or more new products could harm the ultimate success of the products or our business and operating results.

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The costs of developing and marketing products for interactive entertainment hardware platforms can be substantial and could harm our business.

     The costs associated with the introduction of products for hardware platforms, such as Nintendo’s GameCube, Sony’s PlayStation 2 and Microsoft’s Xbox, could harm our business. We anticipate that it will be more costly to develop titles for hardware platforms. We also believe the costs of developing and publishing titles for these hardware platforms may require greater financial and technical resources than prior development and publishing efforts. Additionally, during periods of new technology introductions, forecasting our revenues and earnings is more difficult than in more stable or rising product markets.

If new interactive entertainment hardware platforms fail to achieve significant market acceptance, it may harm our business.

     Our sales are dependent on, among other factors, the popularity and unit sales of the interactive entertainment hardware platforms of the various manufacturers. The interactive entertainment industry has experienced periods of significant growth in consumer interest and popularity, followed by periods in which consumer demand for interactive entertainment products has slowed. Unexpected shortfalls in the market acceptance of a particular hardware platform can significantly harm consumer demand for titles released or scheduled for release for that hardware platform. Therefore, we are dependent upon the successful marketing efforts of the manufacturers of the various hardware platforms to meet financial expectations.

Product returns and markdown allowances could harm our business.

     We have experienced, and are exposed to the risk of product returns and markdown allowances with respect to our customers. The decrease in demand for products based upon older hardware platforms may lead to a high level of these product returns and markdown allowances. We allow distributors and retailers to return defective and damaged products in accordance with negotiated terms. In addition, from time to time we provide markdown allowances to our customers on certain unsold merchandise. Product returns and markdown allowances that exceed our expectations could harm our business.

A substantial portion of our revenues have been derived from a limited number of products.

     To date, a substantial portion of our revenues have been derived from a limited number of products. Sales of our Powerpuff Girls products accounted for 32% of our net revenues for the year ended June 30, 2002 and 66% of our net revenues for the year ended June 30, 2001. Sales of our Beast Wars product accounted for 100% of our net revenues for the period from inception through June 30, 2000. If we fail to replace these titles with additional products generating significant revenues, our business will be harmed.

Over 40% of our net revenues are derived from sales to our three largest customers. We could be adversely affected if any of them reduced or terminated their purchases from us or did not pay their obligations to us.

     Revenues from our three largest customers collectively accounted for 41% of our net revenues for the year ended June 30, 2002 as compared to 43% of our net revenues for the year ended June 30, 2001 and 75% for the period from inception through June 30, 2000. For the year ended June 30, 2002, two customers accounted for 22% and 11%, respectively, of our net revenues, and for the year ended June 30, 2001, three customers each accounted for between 12% and 17% of our net revenues. As of June 30, 2002, five customers each accounted for between 10% and 16% of our net accounts receivable, and as of June 30, 2001, four customers each accounted for between 10% and 27% of our net accounts receivable. We have no written agreements or other understandings with any of our customers that relate to future purchases. Therefore, purchases by these customers or any others could be reduced or terminated at any time. A substantial reduction or a termination of purchases by any of our largest customers would harm us.

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Substantially all of our sales are made on credit, which exposes us to bad debt.

     Our sales are typically made on credit, with terms that vary depending upon the customer and other factors. While we attempt to carefully monitor the creditworthiness of our customers and distributors, we bear the risk of their inability to pay our receivables and of any delay in payment. A business failure by any of our largest customers, such as occurred with Kmart in January 2002, would harm us, as could a business failure by any of our distributors or other retailers.

We cannot publish our interactive entertainment software titles without the approval of hardware manufacturers. Our ability to continue to develop and market our titles is dependent on the hardware manufacturers continuing to do business with us.

     We are wholly dependent on the manufacturers of interactive entertainment hardware platforms and our ability to obtain or maintain non-exclusive licenses with them, both for the rights to publish and to manufacture titles for their hardware platforms. We are required to obtain a license to develop and publish titles for each hardware platform for which we develop and publish titles. Each license specifies the territory to which it applies, and such licenses range from as broad as multi-national distribution to as narrow as approval on a title-by-title basis. Our existing hardware platform licenses for Sony’s PlayStation and PlayStation 2, Nintendo’s Game Boy Color and Game Boy Advance, Nintendo 64, Nintendo GameCube, and Microsoft’s Xbox require that we obtain approval for the publication of new titles on a title-by-title basis. As a result, the number of titles we are able to publish for these hardware platforms, along with our ability to time the release of these titles is dependent upon decisions made by third party manufacturers. Accordingly, our revenues from titles for these hardware platforms may be limited. Should any manufacturer choose not to renew or extend our license agreement at the end of its current term, or if the manufacturer were to terminate our license for any reason, we would be unable to publish additional titles for that manufacturer’s hardware platform.

We are dependent on Sony and Nintendo for the manufacture of products that we develop for their hardware platforms.

     When we develop interactive entertainment software titles for a hardware platform offered by Sony or Nintendo, the products are manufactured exclusively by that hardware manufacturer. Our hardware platform licenses with Sony and Nintendo provide that the manufacturer may change prices for the manufacturing of products at any time. In addition, these licenses include other provisions that give the manufacturer substantial control over our costs and the release of new titles. Since each of the manufacturers is also a publisher of games for its own hardware platforms and manufactures products for all of its other licensees, a manufacturer may give priority to its own products or those of our competitors in the event of insufficient manufacturing capacity. We would be materially harmed by unanticipated delays in the manufacturing and delivery of products.

If we cannot retain our key personnel and attract and retain additional key personnel, our business will be harmed.

     Our success has been due to a significant extent on the contributions and industry experience of our key personnel, in particular our Chief Executive Officer, Raymond C. Musci, our Vice Chairman, Anthony R. Williams, and our President, Bernard Stolar. If we fail to retain the services of our key personnel, our ability to secure additional licenses and develop and sell new products would be significantly impaired. In addition, our future success will also depend upon our ability to continue to attract, motivate and retain highly qualified employees and third-party contractors, particularly software design and development personnel and outside sales representatives. Competition for highly skilled employees is intense and we may not be successful in attracting and retaining such personnel.

We are dependent upon licenses to properties originated and owned by third parties for the development of our titles.

     Many of our titles, such as those from our Powerpuff Girls series, Dexter’s Laboratory, Driven, Ecks v Sever, and Reign of Fire are based upon entertainment properties licensed from third parties. We cannot assure you that we will be able to obtain new licenses, or renew existing ones, on reasonable terms, if at all. If we are unable to obtain

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licenses for the properties which we believe offer significant consumer appeal, we would be required to obtain licenses for less popular properties or have to develop all of our titles based upon internally developed concepts. Titles based on less popular properties or on internally developed concepts typically require greater marketing expense in order to establish brand identity and may not achieve broad market acceptance or prove to be successful.

We are dependent on third-party interactive entertainment software developers for developing and completing many of our titles.

     We rely on third-party interactive entertainment software developers for the development of a significant number of our interactive entertainment software titles. Quality third-party developers are continually in high demand. For this reason, we cannot assure you that the third-party software developers who have developed titles for us in the past will continue to be available to develop software for us in the future. Due to the limited number of third-party software developers and the lack of control that we exercise over them, we cannot assure you that these developers will complete titles for us on a timely basis or within acceptable quality standards, if at all.

Our success depends on our ability to effectively manage our growth.

     Our operations have rapidly expanded since our inception in October 1999 and we plan to continue to significantly expand our operations. Our rapid growth has placed, and will continue to place, significant strain on our management and operational systems and resources. We anticipate that as our business grows, we will have to improve and enhance our overall financial and managerial controls, reporting systems and procedures. We will also need to continue to expand, train and manage our workforce. Additionally, we will be required to increase the capacity of our current systems to meet additional demands. An inability to manage our growth and meet these additional demands will impair the success of our business.

Obtaining additional capital to fund our operations and finance our growth could impair the value of your investment.

     If we expand more rapidly than currently anticipated or if our working capital needs exceed our current expectations, we may need to raise additional capital through public or private equity offerings or debt financings. If we cannot raise needed funds on acceptable terms, we may not be able to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. Also, any new equity securities may have greater rights, preferences or privileges than our existing common stock. A material shortage of capital may require us to take drastic steps such as reducing our level of operations, disposing of selected assets or seeking an acquisition partner.

Our success is highly dependent on our proprietary software and intellectual property.

     We rely primarily on a combination of copyright, trademark and trade secret laws, employee and third-party nondisclosure agreements and other methods to protect our proprietary rights. We require our employees, consultants and other outside individuals and entities to execute confidentiality and nondisclosure agreements upon the start of employment, consulting or other contractual relationships with us. However, our ability to police these individuals and entities and enforce these agreements is costly and uncertain. We are aware that unauthorized copying occurs within our industry. If a significantly greater amount of unauthorized copying of our interactive entertainment software products were to occur, our business would be harmed. We generally obtain ownership of the software code and related documentation from third-party software developers. In instances where we do not retain sole ownership of the source code, the owner may use or license the code for development of other software products that may compete directly with our products and we may not have sufficient rights in the source code to produce derivative products.

     We rely on existing copyright laws to prevent unauthorized distribution of our products. Existing copyright laws afford only limited protection. Policing unauthorized use of our products is difficult, and software piracy is a persistent problem, especially in international markets. In addition, the laws of some countries in which our products are or may be distributed either do not protect our products and intellectual property rights to the same extent as the

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laws of the United States or are weakly enforced. Legal protection of our rights may be ineffective in these countries. Any unauthorized use of our proprietary information could result in costly and time-consuming litigation to enforce our proprietary rights.

Other parties may assert claims against us that we are infringing upon their intellectual property rights and we are required to indemnify hardware manufacturers from certain claims in exchange for the right to purchase titles and manufacture our software for their hardware application.

     We cannot be certain that our products do not infringe upon the intellectual property rights of others. We may be subject to legal proceedings and claims from time to time in the ordinary course of our business, including claims of alleged infringement of the intellectual property rights of third parties. If our products violate third-party proprietary rights, we cannot assure you that we would be able to obtain licenses to continue offering such products on commercially reasonable terms, or at all. In addition, we must indemnify the hardware manufacturers with respect to all loss, liability and expense resulting from any claim against them involving the development, marketing, sale or use of our products. This includes any claims for copyright or trademark infringement brought against them. As a result, we bear the risk that the properties upon which our software titles are based, or that the information and technology licensed from the hardware manufacturer and incorporated in our software, may infringe the rights of third parties. Any claims against us or the parties we indemnify relating to the infringement of third-party proprietary rights, even if not meritorious, could result in the expenditure of significant financial and managerial resources. Their claims could also result in injunctions preventing us from offering these products. Such claims could severely harm our financial condition and ability to compete. For information concerning pending intellectual property matters, see “Business — Intellectual Property.”

The interactive entertainment industry is consolidating. In making acquisitions, we face significant competition from other companies with greater financial resources. We also face integration challenges with any companies that we acquire.

     To enhance our product development and distribution capabilities, we may pursue acquisitions of companies, intellectual property rights and other assets that can be acquired on acceptable terms and which we believe can be operated or exploited profitably. We cannot assure you that we will be successful in identifying suitable acquisition opportunities. As the interactive entertainment industry continues to consolidate, we face significant competition in making acquisitions. This may constrain our ability to complete suitable transactions. Many of our competitors for potential acquisitions have significant financial and other resources.

     If we attempt an acquisition, we cannot assure you that, given the competitive environment, we will complete the acquisition or that any completed acquisitions will benefit our business or operations. In addition, the integration of any newly acquired company’s operations with our existing operations will take management time and effort. There is a possibility that we may not be successful in integrating operations of any newly acquired companies. Additionally, there is a risk of loss of key employees, customers and vendors of any recently acquired companies.

We face risks associated with doing business in foreign countries, including our ability to generate international demand for our products.

     We intend to expand our international sales and marketing activities. This expansion will require significant management time and attention and financial resources in order to develop our international operations. We cannot assure you that we will be able to generate international market demand for our products. International sales and operations are subject to a number of risks, including:

	•		international consumer acceptance of existing and proposed titles;
	•		the impact of possible recessions in foreign economies;
	•		our ability to protect our intellectual property;
	•		the time and costs associated with translating and localizing products for foreign markets;

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	•		foreign currency fluctuations;
	•		unexpected changes in regulatory requirements;
	•		difficulties and costs of staffing and managing foreign operations; and
	•		political and economic instability.

Any significant downturn in general economic condition which results in a reduction in discretionary spending could reduce demand for our products and harm our business.

     Our product sales are affected by a retail customer’s ability and desire to spend disposable income on the purchase of our software titles. Any significant downturn in general economic conditions which results in a reduction of discretionary spending could result in a reduction in demand for our products and could harm our business. The United States economy is currently undergoing a period of slowdown, which some observers view as a recession. The United States and world economic condition has been worsened by the September 11th terrorist attacks in New York City and Washington, D.C. Moreover, any further terrorist activities, or the effect of the United States’ political, economic or military response to such activities, could result in the further deterioration of the United States and world economy. Such industry downturns have been, and may continue to be, characterized by diminished product demand and erosion of average selling prices. A continued economic downturn or recession would have a significant adverse effect on our operating results in future periods.

Our officers and directors own a substantial amount of our common stock and therefore have substantial influence over our operations and can significantly influence matters requiring stockholder approval.

     Our officers and directors beneficially own approximately 54% of our common stock. As a result, they have the ability to control all matters requiring approval by our stockholders, including the election and removal of directors, approval of significant corporate transactions and the decision of whether a change in control will occur.

Competition within the interactive entertainment software industry is intense and poses an ongoing threat to the success of our business.

     The interactive entertainment industry is intensely competitive. Many of our competitors have greater name recognition among consumers and licensors of entertainment properties, broader product lines and greater financial, marketing and other resources than us. Accordingly, these competitors may be able to market their products more effectively, make larger offers or guarantees in connection with the acquisition of licensed entertainment properties, adopt more aggressive pricing policies or pay more to third-party developers. We believe that other technology, entertainment and media companies are increasing their focus on the interactive entertainment software market, which might result in greater competition for us. In addition, many of our competitors are developing online interactive entertainment software products and interactive networks that will be competitive with our interactive entertainment software products.

     Competitive pressures could have the following effects on us:

	•		as competition for popular entertainment properties increases, our cost of acquiring licenses for those properties may increase, resulting in reduced margins;
	•		as competition for retail shelf space becomes more intense, we may need to increase our marketing expenditures to maintain sales of our interactive entertainment software titles; and
	•		we could be required to reduce the wholesale unit prices of our titles.

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Competition for limited shelf space and promotional resources among interactive entertainment software publishers is intense and poses an ongoing threat to the success of our business.

     There is intense competition among developers and publishers of interactive entertainment software products for high quality retail shelf space and promotional support from retailers. As the number of titles and hardware platforms increases, competition for shelf space will intensify and may require us to increase our marketing expenditures. Due to increased competition for limited shelf space, retailers and distributors are in an increasingly better position to negotiate favorable terms of sale, including price discounts, price protection, marketing and display fees and product return policies. Our products constitute a relatively small percentage of any retailer’s sales volume, and we cannot assure you that retailers will continue to purchase our products or to provide our products with adequate levels of shelf space and promotional support. As a result of their positions in the industry, the manufacturers of interactive entertainment hardware platforms generally have better bargaining positions with respect to retail pricing, shelf space and retailer accommodations than do any of their licensees, including us.

Government restrictions including the possible adoption of an interactive entertainment software rating system could harm our business.

     Legislation is periodically introduced at the state and federal levels in the United States and in foreign countries to establish a system for providing consumers with information about graphic violence and sexually explicit material contained in interactive entertainment software products. Under such a system, interactive entertainment software publishers would be expected to comply by identifying particular products within defined rating categories. In addition, these publishers would be required to communicate these ratings to consumers through appropriate package labeling and through advertising and marketing presentations consistent with each product’s rating. Many foreign countries have laws which permit governmental entities to censor the content of products, including interactive entertainment software. In some instances, we may be required to modify our products to comply with the requirement of such governmental entities, which could delay the release of those products in such countries. These delays could harm our business. We currently voluntarily submit our products to industry-created review boards and publish their ratings on our game packaging. Some retailers may refuse to carry titles that bear an unacceptable rating. We believe that mandatory government-run interactive entertainment software products rating systems eventually will be adopted in many countries which represent significant markets or potential markets for us. Due to the uncertainties in the implementation of such a rating system, confusion in the marketplace may occur. We are unable to predict what effect, if any, such a rating system would have on our business.

Potential opposition by consumer advocacy groups to certain software content could harm our business.

     Consumer advocacy groups have in the past opposed sales of interactive entertainment software products containing graphic violence and sexually explicit content. These groups have pressed for legislation in these areas and engaged in public demonstrations and media campaigns. While to date such actions have not harmed our business, we cannot assure you that these groups will not target our products in the future. If that occurs, we may be required to significantly change or discontinue one or more of our titles.

We expect our stock price to be volatile.

     Prior to our initial public offering in November 2001, there was no public market for our common stock. Since our initial public offering the market price of our common stock has been volatile. We have experienced a decline in the market price of our common stock from the initial public offering price. The stock market has experienced significant price and volume fluctuations that affected the market price for the common stock of many technology, communications and entertainment and media companies. These market fluctuations were sometimes unrelated or disproportionate to the operating performance of these companies. Any significant stock market fluctuations in the future, whether due to our actual performance or prospects or not, could result in a further decline in the market price of our common stock.

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Anti-takeover provisions in our charter documents and in Delaware law could prevent or delay a change in control and, as a result, negatively impact our stockholders.

     Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition or make removal of incumbent directors or officers more difficult. These provisions may discourage takeover attempts and bids for our common stock at a premium over the market price. These provisions include:

	•		the ability of our board of directors to alter our bylaws without stockholder approval;
	•		the restriction on the ability of stockholders to call special meetings;
	•		the restriction on the ability of our stockholders to act by written consent;
	•		the establishment of advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholders meetings; and
	•		the establishment of a classified board of directors with staggered, three-year terms, which prevents a majority of the board from being elected at one time.

     In addition, we are subject to Section 203 of the Delaware General Corporation Law, which prohibits a publicly held Delaware corporation from engaging in a merger, asset or stock sale or other transaction with an interested stockholder for a period of three years following the date such person became an interested stockholder, unless prior approval of our board of directors is obtained or as otherwise provided. These provisions of Delaware law also may discourage, delay or prevent someone from acquiring or merging with us without obtaining the prior approval of our board of directors, which may cause the market price of our common stock to decline.

Special note on forward looking statements and reports prepared by analysts.

     This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with regards to our revenues, earnings, spending, margins, cash flow, orders, inventory, products, actions, plans, strategies and objectives. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or simply state future results, performance or achievements, and may contain the words “believe,” “anticipate,” expect,” estimate,” intend,” “plan,” “project,” “will be,” “will continue,” “will,” “result,” “could,” “may,” “might,” or any variations of such words with similar meanings. Any such statements are subject to risks and uncertainties that would cause our actual results to differ materially from those which are management’s current expectations or forecasts. Such information is subject to the risk that such expectations or forecasts, or the assumptions underlying such exceptions or forecasts, become inaccurate. In addition, the risks included here are not exhaustive. Other sections of this Report may include additional factors which could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and we cannot predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Investors should also be aware that while we do, from time to time, communicate with securities analysts, we do not disclose any material non-public information or other confidential commercial information to them. Accordingly, individuals should not assume that we agree with any statement or report issued by any analyst, regardless of the content of the report. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not our responsibility.

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Item 2 — Properties

     Our headquarters are located in San Jose, California, where we occupy approximately 9,533 square feet of office space under a lease which expires in April 2005. Our development studio is located in London, England, where we occupy approximately 1,000 square feet under a lease that requires us to give one month notice of termination. In June 2002, we entered into a lease for 3,214 square feet in London and our development studio relocated to this space in August 2002. This lease expires in June 2012, although we have the right to terminate the lease at our option in 2007. We also lease approximately 1,800 square feet for our international sales office located in Bath, England. This lease expires in 2008 although we have the right to terminate the lease at our option in 2004. We are currently looking for additional space in Bath. We believe that our domestic facilities are adequate for our current needs and suitable additional or substitute space will be available in the future to replace our existing facilities, if necessary, or accommodate expansion of our operations.

Item 3 — Legal proceedings

     From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this filing, we are not a party to any material legal proceedings.

Item 4 — Submission of matters to a vote of security holders

     No matters were submitted to our security holders to be voted during the last quarter of the fiscal year ended June 30, 2002.

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PART II

Item 5 — Market for registrant’s common equity and related stockholder matters

Price range of common stock

     Our common stock began trading on the Nasdaq National Market on November 15, 2001 after we completed the initial public offering of 5,750,000 shares of our common stock at $8.00 per share. Our common stock trades under the symbol “BFUN.” The following table sets forth, for the periods indicated, the high and low sale prices for our common stock:

     As of September 4, 2002, there were 249 holders of records of our common stock (including holders who are nominees for an undetermined number of beneficial owners). These figures do not include beneficial owners who hold shares in nominee name.

Dividends

     We have never declared or paid any cash dividends on our capital stock. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends on our capital stock in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, contractual obligations, future prospects and other factors the board of directors may deem relevant.

     Change in securities and use of proceeds.

     In November 2001, we completed the initial public offering (the “Offering”) of 5,750,000 shares of our common stock. The managing underwriters in the Offering were Jefferies & Company, Inc. and Morgan Keegan & Company, Inc. (the “Underwriters”). The shares of common stock sold in the Offering were registered under the Securities Act of 1933, as amended, on a registration statement on Form S-1 (Reg. No. 333-62436) (the “Registration Statement”) that was declared effective by the Securities and Exchange Commission (the “SEC”) on November 14, 2001.

     The Offering was terminated after all 5,750,000 shares (including 750,000 shares sold pursuant to the exercise of the Underwriters’ over-allotment option) registered under the Registration Statement were sold by us at a purchase price of $8.00 per share. The aggregate price of the Offering amount registered and sold was $46.0 million. In connection with the Offering, we paid an aggregate of approximately $3.2 million in underwriting discounts and commissions to the Underwriters. Expenses incurred in connection with the Offering, other than underwriting discounts and commissions, totaled approximately $3.6 million.

     After deducting the underwriting discounts and commissions and the estimated expenses incurred in connection with the Offering, we received net proceeds of approximately $39.2 million. Of these proceeds, $11.6 million was unused as of June 30, 2002, and was held as either cash, cash equivalents or short-term investments. The following summarizes the use of the remaining $27.6 million:

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	•		$18.6 million for product development
	•		$6.0 million for expansion of sales and marketing activities
	•		$3.0 million for additional working capital, including payment of $400,000 of accrued salaries owed to members of our executive management.

Recent sales of unregistered securities

     During the year ended June 30, 2002, we issued unregistered securities as described below. None of these transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and we believe that each transaction was exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder. All persons had adequate access, through their relationships with us, to information about us.

     In connection with a finance agreement, we issued a warrant in August 2001 to a finance company to purchase 100,000 shares of our common stock at an exercise price equal to the initial public offering price of our common stock, which was subsequently established at $8.00 per share. The warrant expires in August 2004.

     In connection with a sale of unregistered securities in December 2000 pursuant to Regulation D under the Securities Act of 1933, as amended, we issued a warrant to a service provider to purchase 141,000 shares of our common stock at an exercise price of $3.76 per share. The warrant was exercised in full in December 2001.

     In connection with an agreement entered into with a production company during January 2002, we agreed to issue to the production company warrants to purchase up to 50,000 shares of our common stock, in pre-determined multiples of either 5,000 or 10,000 shares, upon the occurrence of certain pre-determined events. Warrants are to be issued at the average closing price of our stock for the five days immediately prior to the date of issue, have a five year term from date of issue, and are fully vested and are immediately exercisable upon issuance. In January 2002, we issued a warrant to purchase 10,000 shares of our common stock at an exercise price of $5.67 per share under this agreement, and in March 2002, we issued another warrant to purchase 10,000 shares of our common stock at an exercise price of $5.88 per share under this agreement.

     In May 2002, in connection with a licensing and publishing agreement entered into with a publishing company, we granted to the production company a warrant, with a ten year term from the date of issue, to purchase up to 200,000 shares of our common stock at an exercise price of $2.60, of which 15,000 became immediately exercisable upon the signing of the agreement, and the remaining 185,000 only become exercisable in multiples of 4,625 shares upon each election by us to produce a title based on any films, made for television movies, or television series produced from screenplays to be produced by the studio, up to a maximum ten titles, and multiples of 13,875 shares upon the theatrical release or television air-date of each film for which we have developed a title. Upon expiration of the agreement, any unexercised warrants will cease to be exercisable. Our agreement expires upon the later of five years or either the theatrical release or television air-date of the tenth film or television series on which we base a product, but in no event later than eight years from the date of the agreement, unless seven films or television series have been released or aired, respectively, seven years from the date of the agreement, in which event the agreement would expire at such time.

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Item 6 — Selected consolidated financial data

     The following selected consolidated statement of operations data for the years ended June 30, 2002 and 2001 and for the period from October 7, 1999 (inception) through June 30, 2000, and the consolidated balance sheet data as of June 30, 2002 and 2001 are derived from our audited consolidated financial statements and notes thereto, included elsewhere herein, and are audited by Deloitte & Touche LLP, independent public accountants, as set forth in their report included later in this Report. The consolidated balance sheet as of June 30, 2000 is derived from audited financial statements that are not included in this Report. The following data should be read in conjunction with our consolidated financial statements, including the notes thereto, and “Management’s discussion and analysis of financial condition and results of operations” included elsewhere in this Report.

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Item 7 — Management’s discussion and analysis of financial condition and results of operations

     Certain information contained in the following Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute forward-looking statements within the meaning of the Securities Act and the Securities Exchange Act, which can be identified by the use of forward-looking terminology such as “believes,” “anticipates,” “plans,” “expects,” “endeavors, “may,” “will,” “intends,” “estimates,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties, and our actual results may differ materially from the results discussed in the forward-looking statements as a result of certain factors set forth in “Risk Factors” and elsewhere in this Report.

OVERVIEW

     We develop and publish interactive entertainment software products. We currently publish titles for most of the popular interactive entertainment hardware platforms, such as Sony’s PlayStation and PlayStation 2, Nintendo’s GameCube, N64, Game Boy Color and Game Boy Advance, portable handheld devices manufactured by Palm and Handspring, and for personal computers or PCs. We are developing and plan to publish titles for Microsoft’s Xbox. We were incorporated in California in October 1999 under the name Bay Area Multimedia, Inc. We reincorporated in Delaware in September 2000 and changed our name to BAM! Entertainment, Inc. in December 2000. We commenced operations in October 1999 and shipped our first products in June 2000.

     We license properties from a wide variety of sources, and publish titles based on the motion picture, sports and television properties of our licensors. We have entered into strategic license arrangements with entertainment and media companies that have developed well-known characters and brands and that are producing popular properties that are expected to form the basis of some of our future products. Our agreements with licensors and developers generally require us to make advance royalty payments, and we may be required to spend money on advertising and promotion. We generally pay royalties based on net revenues.

     We design and develop our titles internally or through third parties with whom we have established relationships. We believe that the development cycle for new titles is long, typically ranging from 12 to 24 months, except for Nintendo’s Game Boy Advance for which the development cycle typically ranges from six to nine months. After development of the initial product, we believe that it may take between six to 12 additional months to develop the product for, or port the product to, a different hardware platform.

     We sell our products to mass merchandisers such as Toys “R” Us, Target, Kmart, Wal-Mart and Best Buy, specialty chains such as GameStop, Electronics Boutique and independent distributors. Our products are manufactured exclusively by third parties. We have operations in both the United States and Europe. International operations are conducted through our offices in England, where we have an internal product development studio, perform international sales and marketing activities and manage local third-party developers.

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RESULTS OF OPERATIONS

     The following table sets forth the condensed consolidated results of operations as a percentage of net revenues for the years ended June 30, 2002 and 2001, and for the period from October 7, 1999 (inception) through June 30, 2000. The selected consolidated statement of operations data is derived from our audited consolidated financial statements included elsewhere in this Form 10-K.

Net revenues

     Net revenues were $50.7 million, $25.4 million and $1.4 million for the years ended June 30, 2002 and 2001 and the period from October 7, 1999 (inception) through June 30, 2000, respectively.

     The increase in net revenues each year was primarily attributable to increased sales of products. We released 23 new products in the year ended June 30, 2002 compared to 11 new products during the year ended June 30, 2001, and two new products in the period from October 7, 1999 (inception) through June 30, 2000.

     To date, a substantial portion of our net revenues has been derived from sales of a limited number of products. For example, sales of our Powerpuff Girls titles accounted for 32% of our net revenues for the year ended June 30, 2002, compared to 66% in the year ended June 30, 2001. Sales of our Beast Wars title accounted for 100% of net revenues for the period from inception through June 30, 2000. As we expand our product offerings in different periods, we expect that the percentage attributable to any single license will decrease.

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     The following table sets forth our net revenues by customer representing more than 10% of each period’s net revenues for the years ended June 30, 2002 and 2001, and period from October 7, 1999 (inception through June 30, 2000:

     Net revenues to Kmart subsequent to January 22, 2002 were made under Kmart’s debtor-in-possession financing arrangement.

     Net revenues by geographical region for the years ended June 30, 2002 and 2001 and the period from October 7, 1999 (inception) through June 30, 2000, is summarized below:

Cost of revenues

     Cost of goods sold was $29.8 million, or 59% of net revenues for the year ended June 30, 2002, compared to $14.8 million, or 59% of net revenues, for the year ended June 30, 2001, and $807,000, or 59% of net revenues, for the period from October 7, 1999 (inception) through June 30, 2000.

     The increase each year in absolute dollars was due to increased sales of products. The increase as a percentage of revenue was due to a number of factors, including price protection and product returns reserved against sales and lowered introductory prices on certain titles.

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     Royalties, software costs, license costs and project abandonment were $12.8 million, or 25% of net revenues, for the year ended June 30, 2002 compared to $2.9 million, or 11% of net revenues, for the year ended June 30, 2001, and $248,000, or 18% of net revenues, for the period from October 7, 1999 (inception) through June 30, 2000. The increase each year in absolute dollars was due to increased sales of products, along with abandonment of a number of development projects. The increase in these costs as a percentage of revenues was because of increased software development costs arising from launching new products for more sophisticated hardware systems, resulting in increased fixed development costs per unit produced, plus price protection and product returns reserved against sales, project abandonment, and increased licensed asset costs.

Research and development

     Research and development expenses were $2.5 million, or 5% of net revenues, for the year ended June 30, 2002, compared to $1.1 million, or 4% of net revenues, for the year ended June 30, 2001, and $260,000, or 19% of net revenues, for the period from October 7, 1999 (inception) through June 30, 2000. The increase each year in absolute dollars was primarily because of the hiring of additional employees in both our San Jose office and our internal development studio in London, England.

Sales and marketing

     Sales and marketing expenses were $11.5 million, or 23% of net revenues, for the year ended June 30, 2002, compared to $4.3 million, or 17% of net revenues, for the year ended June 30, 2001, and $132,000, or 10% of net revenues, for the period from October 7, 1999 (inception) through June 30, 2000. The increase in absolute dollars in the year ended June 30, 2002 over the year ended June 30, 2001 was primarily because of seasonally increased advertising and marketing activities for the 2001 holiday season, expanded marketing activities in Europe, and increased sales commissions due to higher net revenues. The increase in absolute dollars in the year ended June 30, 2001 over the period from October 7, 1999 (inception) through June 30, 2000 was as a result of commencing marketing activities in Europe, along with increased marketing activities in the US.

General and administrative

     General and administrative expenses were $6.3 million, or 12% of net revenues, for the year ended June 30, 2002, compared to $2.0 million, or 8% of net revenues, for the year ended June 30, 2001, and $711,000, or 52% of net revenues, for the period from October 7, 1999 (inception) through June 30, 2000. The increase in absolute dollars in the year ended June 30, 2002 over the year ended June 30, 2001 was primarily due to the hiring of additional personnel, costs associated with being a public company, increased professional fees and facilities costs, increased travel costs, and increased allowance for doubtful accounts receivables which included an allowance of $1.1 million against our receivable balance from Kmart. The increase in absolute dollars in the year ended June 30, 2001 over the period from October 7, 1999 (inception) through June 30, 2000 was due to the hiring of additional personnel, increased professional fees and facilities costs, increased travel costs and increased allowance for doubtful accounts receivables.

Amortization of deferred stock compensation

     Amortization of deferred stock compensation was $1.2 million, or 2% of net revenues, for the year ended June 30, 2002 compared to $618,000, or 2% of net revenues for the year ended June 30, 2001, and zero for the period from October 7, 1999 (inception) through June 30, 2000. Amortization of deferred stock compensation resulted from using the accelerated amortization method to account for compensatory stock options granted to employees and directors during the six months ended September 30, 2001.

Other expense, net

     Interest income was $328,000, or 1% of net revenues for the year ended June 30, 2002, compared to $58,000 for the year ended June 30, 2001 and $8,000 for the period from October 7, 1999 (inception) through June 30, 2000. Interest income in each period relates to interest earned on funds deposited in money market accounts and increased as a result of the investment of funds raised in our initial public offering completed in November 2001.

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     Interest expense was $2.6 million, or 5% of net revenues, for the year ended June 30, 2002, compared to $1.3 million, or 5% of net revenues, for the year ended June 30, 2001, and $39,000 or 3% of net revenues for the period from October 7, 1999 (inception) through June 30, 2000. The increase in absolute dollars each year was primarily as a result of funding increased inventory purchases though short-term borrowings. Interest expense incurred during the period ended June 30, 2000 is comprised of interest incurred on promissory notes and through a purchase order funding arrangement with a finance company. The promissory notes were converted to redeemable convertible preferred stock in June 2000.

     Net expense was $38,000 for the year ended June 30, 2002, compared to $18,000 income in the year ended June 30, 2001 and $9,000 income for the period from October 7, 1999 (inception) through June 30, 2000, and comprised exchange gains and losses.

Redeemable convertible preferred stock dividend

     In the year ended June 30, 2001, we recorded a non-cash charge of approximately $5.5 million, or 22% of net revenues, relating to the beneficial conversion feature of shares of our Series C Preferred Stock issued in May 2001.

Net loss attributable to common shareholders

     We incurred a net loss attributable to common stockholders of $15.7 million, $7.1 million and $803,000 for the years ended June 30, 2002 and 2001 and the period from inception through June 30, 2000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     In November 2001, we completed our initial public offering, raising $39.2 million net of expenses. Subsequent to the offering, we have used the proceeds of the initial public offering, cash generated from the sale of products, a product financing arrangement with a finance company, and short-term liabilities to finance our operations. Prior to the initial public offering, we financed our operations primarily through the private sale of equity securities, cash generated from the sale of products, a product financing arrangement with a finance company, the issuance of promissory notes to stockholders, a commercial line of credit and short-term liabilities.

     Net cash used in operating activities was $27.1 million for the year ended June 30, 2002, compared to $10.3 million for the year ended June 30, 2001, and $1.7 million for the period from October 7, 1999 (inception) through June 30, 2000. For these periods, net cash used in operating activities was the result of net losses and increases in operating assets, primarily accounts receivable, inventories, prepaid royalties, capitalized software costs and licensed assets, offset by increases in accruals.

     Net cash used in investing activities was $7.3 million for the year ended June 30, 2002, compared to $2.2 million for the year ended June 30, 2001, and $91,000 for the period from October 7, 1999 (inception) through June 30, 2000. Net cash used in investing activities during the year ended June 30, 2002, consisted primarily of the purchase of short-term investments and property and equipment, and for the comparative periods consisted of the purchase of property and equipment and other assets.

     Net cash provided by financing activities was $36.9 million for the year ended June 30, 2002, compared to $13.7 million for the year ended June 30, 2001, and $2.7 million for the period from October 7, 1999 (inception) through June 30, 2000. Net cash provided by financing activities during the year ended June 30, 2002 comprised mostly net proceeds on the sale of 5.75 million shares of common stock in our initial public offering completed in November 2001, plus the issuance of common stock arising from the exercise of warrants and options, the issuance of common stock under our employee stock purchase plan, offset by net repayments under a finance agreement with a finance company. Net cash provided by financing activities during the year ended June 30, 2001, consisted primarily of the sale of redeemable convertible preferred stock, net borrowings on finance agreements and a line of credit with our bankers. Financing for the period from October 7, 1999 (inception) through June 30, 2000, consisted primarily of the sale of common stock, redeemable convertible preferred stock, promissory notes and net borrowings on finance agreements.

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     In October 1999, we issued 580,962 shares of common stock to our principal stockholder at a price of $0.001 per share. Also, in October 1999, we issued 274,950 shares of common stock at $0.11 per share to consultants in exchange for services performed valued at approximately $30,000. In each of November 1999 and January 2000, we issued our principal stockholder convertible promissory notes in the principal amount of $500,000, and in May 2000 issued him an additional convertible promissory note in the principal amount of $47,000 for operating capital. Each note bore interest at 7% per annum with principal and accrued interest due on demand after one year from the date of issuance. Each note was automatically convertible into shares of our Series A Preferred Stock upon the initial closing of our Series A Preferred Stock financing. In June 2000, the notes were converted and our principal stockholder was issued 482,625 shares of our Series A Preferred Stock for $1.0 million; these shares are convertible into 2,268,338 shares of our common stock. In June 2000, inclusive of shares issued to our principal stockholder upon the conversion, we sold and issued 976,220 shares of our Series A Preferred Stock for $2.1 million; at the same time we issued the Series A Preferred Stock, we issued 614,060 shares of our common stock at $0.11 per share for $59,000 in cash and for services valued at $7,000. In December 2000, we sold and issued 294,620 shares of our Series B Preferred Stock for $5.2 million. In May 2001, we sold and issued 245,659 shares of our Series C Preferred Stock for $5.5 million.

     In November 2001 we sold 5.75 million shares of common stock in our initial public offering. At that date, the 976,220 Series A Preferred Stock, 294,620 Series B Preferred Stock, and 245,659 Series C Preferred Stock converted into 7,127,528 shares of our common stock.

     During the year ended June 30, 2002, 20,562 shares of common stock were issued upon exercise of stock options for proceeds of $9,000, 4,956 shares of common stock were issued under the employee share purchase plan for proceeds of $25,000, and a warrant to purchase 141,000 shares of common stock was exercised for proceeds of $529,000.

     In February 2002, we entered into a two year factoring agreement (the “Factoring Agreement”) with a finance company, whereby we assign our North American receivables to the finance company. The finance company is responsible for collecting customer receivables, and upon collection, remits the funds to us, less a service fee. Under the Factoring Agreement, we may obtain advances, subject to the finance company’s discretion, in the form of cash or as collateral for letters of credit, up to a maximum of 75% of outstanding domestic receivables at any point in time.

     Under the terms of the Factoring Agreement, we pay a service fee on all receivables assigned, with a minimum annual fee of $150,000, and interest at prime plus 1% on all cash sums advanced. All fees are included in interest expense. We bear the collection risk on our accounts receivable that are assigned, unless the finance company approves the receivable at the time of assignment, in which case the finance company bears a portion of the risk.

     The finance company has a security interest in our accounts receivable, inventory, fixed assets and intangible assets. As of June 30, 2002, we had $1.4 million in advances outstanding under the Factoring Agreement.

     Prior to entering into the Factoring Agreement, we had entered into a finance agreement (the “Finance Agreement”) with a different finance company, whereby we assigned purchase orders entered into with our customers to the finance company and requested the finance company purchase finished goods to fulfill such customer purchase orders.

     The Finance Agreement, entered into in February 2000, specified that the finance company’s funding commitment with respect to a customer purchase order should not exceed 60% of the retail purchase order price. Under the Finance Agreement the finance company’s aggregate outstanding funding (i.e., advance of funds or purchase of finished goods to fulfill customer purchase orders) was limited to $5.0 million. We were responsible for collecting customer receivables, bore the risk of loss on all uncollectible accounts, and we were required to remit customer receipts directly to the finance company up to the amounts funded by the finance company. We retained collections in excess of the amounts funded by the finance company.

     Under the initial terms of the Finance Agreement, we were required to pay the finance company’s expenses under the contract, a deal fee (consisting of a transaction and initiation fee equal to 5.0% of the face amounts of letters of credit issued or other funds advanced by the finance company), a daily maintenance fee of 0.067%, a materials

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advance fee at prime rate plus 4.0% and a late payment fee where applicable; all of which are included in interest expense.

     In August 2001, we amended the Finance Agreement, initially increasing the aggregate outstanding funding amount to $10.0 million, and then decreasing the transaction and initiation fee to 3% until the earlier of the termination of the agreement or December 31, 2001, if our initial public offering had not occurred by that date. We completed our initial public offering in November 2001. In connection with this latter amendment and the execution of a $7.0 million factoring arrangement with an affiliate of the finance company, we issued a warrant to the finance company to purchase 100,000 shares at an exercise price of $8.00.

     Upon the signing of the Finance Agreement, we paid the finance company a security deposit of $90,000. An extension payment of $50,000 was made when the contract was amended in December 2000, and a further amendment fee of $120,000 was incurred when the contract was amended in August 2001. These costs were recorded as interest expense.

     Outstanding borrowings under the Finance Agreement were collateralized by our inventories, accounts receivable, fixed assets and intangible assets.

     The Finance Agreement and the factoring line with the affiliate terminated in February 2002, and all outstanding amounts funded were fully repaid. Consequently, the amounts outstanding under the Finance Agreement and the factoring line with the affiliate of the finance company as of June 30, 2002 were zero. The amount outstanding under the Finance Agreement as of June 30, 2001 was $4.2 million.

     As of June 30, 2002, June 30, 2001, and June 30, 2000 we had outstanding letters of credit issued of $2.3 million, $2.0 million, and $0, respectively. We do not expect any material losses to result from these off-balance sheet instruments.

     As of June 30, 2002 we had cash and cash equivalents of $4.7 million and short-term investments of $8.2 million. As of June 30, 2001, we had cash and cash equivalents of $2.2 million and no short-term investments. As of June 30, 2000, we had cash and cash equivalents of $908,000 and no short-term investments.

     We believe that our current cash and cash equivalents, together with cash generated by operations, will be sufficient to meet our anticipated cash requirements though June 30, 2003. If our cash needs exceed our current expectations we may need to raise additional capital through public or private equity offerings or debt financings. If available cash, credit and cash generated from operations is insufficient to satisfy our liquidity requirements and we cannot raise needed funds on acceptable terms or at all, we may not be able to develop or enhance our products, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. A material shortage of capital may require us to take drastic steps such as reducing our level of operations, disposing of selected assets or seeking an acquisition partner.

     Capital expenditures were $908,000 for the year ended June 30, 2002, compared to $421,000 for the year ended June 30, 2001, and $91,000 for the period from our inception through June 30, 2000. We did not have any material commitments for capital expenditures at any of those dates.

     Our principal commitments at June 30, 2002 included operating leases, guaranteed royalty payments and contractual marketing commitments. At June 30, 2002, we had commitments to spend $1.9 million under operating leases, prepay $2.5 million for royalties under agreements with various content providers and spend $2.9 million in advertising on the networks and websites of these content providers. Of these amounts, $3.7 million must be paid no later than June 30, 2003. Guaranteed royalty payments will be applied against any royalties that may become payable to the content providers.

Critical accounting policies

     Financial Reporting Release No. 60, which was recently released by the Securities and Exchange Commission, requires all companies to include a discussion of critical accounting policies or methods used in the preparation of

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financial statements. Note 1 of the Notes to the Consolidated Financial Statements includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The following is a brief discussion of the more significant accounting policies and methods used by us. In addition, Financial Reporting Release No. 61 was also recently released by the Securities and Exchange Commission and requires all companies include a discussion addressing, among other things, liquidity, off-balance sheet arrangements, contractual obligations and commercial commitments.

Use of estimates

     The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. These estimates affect the reported amounts of assets and liabilities at the dates of the financial statements and reported amounts of revenues and expenses during the reporting periods. By their nature, these judgments are subject to an inherent degree of uncertainty. The most significant estimates and assumptions relate to revenue recognition, adequacy of allowances for returns and price protection, doubtful accounts receivable, and cooperative advertising, carrying values of inventories, the future recoverability of prepaid royalties, capitalized software costs and licensed assets, and foreign currency translation.

Net revenues

     We derive our revenues from shipment of finished products to our customers. Under certain conditions, we may allow customers to exchange and return our products and from time to time provide price protection or allow returns on certain unsold merchandise in the form of a credit against amounts due from the customer. Net revenues from product sales are reflected after deducting the estimated cost of allowances for returns and price protection as well as discounts given. These estimates are based upon currently known circumstances and historical results. The calculation of net revenues will be affected by many factors, including pricing strategies, the channels through which products are distributed, product maturity, exchange and return provisions and price protection.

     We recognize revenue in accordance with Statement of Position 97-2, Software Revenue Recognition, and related interpretations, when persuasive evidence of an arrangement exists, delivery has occurred, the price has been fixed or is determinable and collectibility has been reasonably assured.

     Our sales are typically made on credit, with terms that vary depending upon the customer and other factors. If a sale is made on credit, and a significant portion of the fee is due after our normal payment terms, which are normally 30 to 90 days from invoice date, we account for the fee as not being fixed or determinable and will not recognize revenue until such time as the fee becomes due. While we attempt to carefully monitor the creditworthiness of our customers and distributors, we bear the risk of their inability to pay our receivables and of any delay in payment. If the collectability of a receivable becomes uncertain after revenue has been recognized, we will record an allowance for doubtful accounts against our accounts receivable.

     When we recognize revenue, we account for the estimate of future returns and price protection on the sale, as well as an estimate of cooperative marketing costs on the sale, as allowances against receivables. We continually monitor, reassess and adjust the adequacy of all these allowances, along with the allowance for doubtful accounts, based on known circumstances, historical results, commitments made, anticipated events and anticipated commitments. Adjustments to these allowances will affect the reported amounts of revenues and expenses during the reporting periods the adjustments are made.

     We expect that substantially all of our net revenues for a particular quarter will be generated by titles released in that quarter or in the immediately prior quarter. The market for interactive entertainment software is characterized by short product life cycles, changing consumer preferences and frequent introduction of new products. The life cycle of a title generally consists of a relatively high level of sales during the first few months after introduction, followed by a decline in sales, with only a small percentage of sales occurring more than six months after release.

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     We have experienced, and are likely to continue to experience, quarterly fluctuations in net revenues. The interactive entertainment industry is highly seasonal, with net revenues typically significantly higher during the fourth and first calendar quarters, due primarily to the increased demand for titles during the year-end holiday buying season. A failure or inability to introduce products on a timely basis to meet seasonal increases in demand will harm our business and operating results. While we are attempting to reduce the effect of seasonal patterns on our business by distributing our product release dates more evenly throughout the year, we may not be successful in this endeavor.

Cost of revenues

     Cost of revenues consists of cost of goods sold and royalties, software costs, license costs and project abandonment.

     Cost of goods sold. Cost of goods sold includes manufacturing costs of finished goods, freight, inventory management costs and inventory obsolescence costs. Cost of goods sold will vary depending on the volume of products manufactured and shipped, the mix of products sold and the shipping channel used.

     Royalties, software costs, license costs and project abandonment. Royalties, software costs, license costs and project abandonment includes royalties paid to software licensors, software amortization and amortization of non-cash charges related to warrants and rights to acquire our common stock issued to certain production companies. These costs will be affected in particular periods by many factors, including the specific terms or agreements under which royalties are paid to third parties, the commercial acceptance of products, the cost of developing a product and the timing of stock and warrants issued pursuant to the terms of our license agreements as described below.

     Our agreements with licensors and developers generally require us to make advance royalty payments and pay royalties based on product sales, which may have guaranteed minimum payments. Prepaid royalties are amortized commencing upon the product release at the greater of the contractual royalty rate based on actual product sales, or the ratio of current revenues to total projected revenues. We evaluate the future recoverability of prepaid royalties on a quarterly basis and expense costs if and when they are deemed unrecoverable. We cannot assure you that the sales of products for which these royalties are paid or guaranteed payments are made will be sufficient to cover the amount of these required payments.

     Commencing upon product release, we amortize capitalized software development costs. We capitalize software development costs subsequent to establishing technological feasibility of a title. Technological feasibility is evaluated on a product-by-product basis. For products where proven game engine technology exists, this may be early in the development cycle. Prior to establishing technological feasibility, software development costs are expensed to research and development, and to cost of revenues subsequent to establishing technological feasibility. The following criteria is used to evaluate recoverability of software development costs: historical performance of comparable products; the commercial acceptance of prior products released on a given hardware platform; orders for a product prior to its release and actual development costs of a product as compared to forward-looking projections. Amortization of software development costs is based on the greater of the proportion of current revenues to total projected revenues or the straight-line method over the estimated product life, generally three to six months. We analyze our capitalized costs quarterly and take write-offs when, based on our estimates, future individual product revenues will not be sufficient to recover our investment.

     Pursuant to a license agreement with a production company, we are obligated to issue 68,738 shares of our common stock after the release of any film for which we elect to produce interactive entertainment software products, up to 10 films or 687,375 shares of common stock. To date, we have elected to produce titles for three films and have issued 68,738 shares under this agreement for an aggregate value of $746,000. We are required to issue these shares when the films are released and will then incur a non-cash charge. If the software product is released after the release of the film, we will amortize the non-cash charge over the life of the product, which is typically between three and six months. If the software product is released prior to the release of the film, we will at each interim period assess whether it is probable that the film will be released and that the value of the shares to be issued is recoverable through future sales of the product to which it relates. If this is probable, the non-cash charge will be amortized to licensed costs over the life of the products. In the alternative, we will expense the non-cash charge at the time of the issuance of the shares if it is not probable that the value of the shares issued is recoverable through future sales of the product to which these shares relate. We cannot estimate the aggregate dollar amount of these

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future non-cash charges as they are based on its share price at a future point in time, but they may be substantial. All of the $746,000 non-cash charges on the initial shares issued had been amortized as of June 30, 2002.

     In connection with the issuance of warrants pursuant to a separate license agreement with another production company, we incurred a non-cash charge of $354,000, which will be amortized on a straight-line basis over five years. This amortization commenced in October 2000. In connection with these warrants, a further non-cash charge of $556,000 will be amortized over a period which is expected to be between three to six months, commencing on the release of the subject titles, expected to be the first or second fiscal quarter of 2003. Each of these charges will affect our gross margins and profitability.

     In connection with the issuance of warrants pursuant to a separate license agreement with another production company, we incurred a non-cash charge of $86,000. Under the agreement, additional warrants to purchase up to an additional 30,000 shares may be issued, in either multiples of 5,000 or 10,000 shares contingent upon certain future events occurring relating to the development and release of products. Upon issuance of the warrants we will incur an additional non-cash charge. Upon release of the software products on which the warrants are issued, we will amortize the non-cash charges over the life of the products, which are expected to be between three and six months. We cannot estimate the aggregate dollar amount of these future non-cash charges as they are based on our share price at future points in time.

     In connection with the issuance of warrants pursuant to a separate license agreement with another production company, we granted a warrant to purchase up to 200,000 shares of our common stock, of which 15,000 became immediately exercisable upon the signing of the agreement. The remaining 185,000 will only become exercisable, in multiples of either 4,625 or 13,875 shares, upon certain future events occurring relating to the development and release of products. Upon the warrant for 15,000 shares becoming exercisable, we incurred a non-cash charge of $29,000, which will be amortized on a straight-line basis over five years. This amortization commenced in May 2002. We will incur additional non-cash charges as the remaining 185,000 shares become exercisable. Upon release of the software products on which the warrants are exercisable, we will amortize the non-cash charges over the life of the products, which are expected to be between three and six months. We cannot estimate the aggregate dollar amount of these future non-cash charges as they are based on our share price at future points in time.

Research and development

     Research and development expenses relate to the design and development of new interactive entertainment software products. Payments made to independent software developers under development agreements are capitalized to software development costs once technological feasibility is established or if the development costs have an alternative future use. Prior to establishing technological feasibility, software development costs are expensed to research and development and to cost of revenues subsequent to confirmation of technological feasibility. Internal development costs are capitalized to software development costs once technological feasibility is established. Technological feasibility is evaluated on a product-by-product basis. For products where proven game engine technology exists, this may occur early in the development cycle.

     Research and development expenses generally consist of salaries, related expenses for engineering personnel and third-party development costs. We will continue to develop products both internally and through third parties. In absolute dollars we expect to see increases in research and development expense as we expand our product offerings.

Sales and marketing

     Sales and marketing expenses consist primarily of salaries and related expenses for our direct sales force and marketing personnel, commissions to independent sales staff, marketing programs and advertising campaigns. In absolute dollars we expect to see increase in sales and marketing expense as revenues increase and we expand our product offerings and international presence.

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General and administrative

     General and administrative expenses consist primarily of salaries and related expenses for finance and other administrative personnel, facilities and occupancy charges, professional fees and bad debt expense. Exclusive of bad debt provisions, we expect our general and administrative expenses to increase in absolute dollars as we expand our staffing, build our infrastructure, grow the business and incur costs associated with being a public company. As a percentage of revenue, we would expect to see a reduction in general and administrative expenses as revenues increase.

Amortization of deferred stock compensation

     Amortization of deferred stock compensation consists of deferred compensation expenses relating to stock option grants to employees. Deferred compensation represents the difference between the deemed fair market value of our common stock at the grant date and the exercise price of the related stock options. Deferred compensation is represented as a reduction of stockholders’ equity and amortized, using a multiple option award valuation and amortization approach, over the vesting periods of the options, which is generally four years. We expect to amortize $501,000 during fiscal 2003, $232,000 during fiscal 2004 and $56,000 during fiscal 2005.

Other expense, net

     Other expense, net consists mostly of interest expense net of interest income, arising on short-term borrowings. Interest expense includes the amortized fair value of warrants issued to a finance company. We anticipate interest expense will increase in absolute dollar terms as we grow our business.

Inflation

     We do not believe that the relatively moderate rates of inflation experienced in the United States or in a number of foreign countries in which our products are sold over the last three years have had a significant effect on our sales or results of operations. However, we cannot accurately predict the effect of inflation on future operating results.

Exchange rates

     In the year ended June 30, 2002, approximately 90% of net revenues and 85% of cost of revenues and operating expenses were denominated in U.S. dollars. We anticipate that in the 2003 fiscal year these percentages will both continue to exceed 75%. Remaining expenses were mostly denominated in British pounds or the Euro and consequently we are currently exposed to fluctuations in the U.S. Dollar to British Pound and Euro exchange rates. We estimate that a 10% change in foreign exchange rates would have impacted reported annual operating results by less than $500,000 for the year ended June 30, 2002. Accordingly, we have not entered into any hedging arrangements. As we expand our international operations, revenues will be generated and more operating expenses will be incurred in currencies other than the U.S. Dollar, which will increase potential exchange rate risk. We anticipate that we may enter into customary hedging arrangements in the future to reduce this potential risk.

Item 7(a) — Quantitative and qualitative disclosures about market risk

Market risk

     Market risk is the potential loss arising from the adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. Changes in interest rates and, in the future, changes in foreign currency exchange rates have and will have an impact on our results of operations.

     Interest rate fluctuations. We do not consider our cash and cash equivalents to be subject to interest rate risk due to the short maturities of the instruments in which we have invested. We are exposed to interest rate risk on our product financing arrangement with a finance company. We do not enter into derivative securities or other financial instruments for trading or speculative purposes. We estimate that a 10% change in interest rates would have impacted our results of operations by less than $200,000 for the year ended June 30, 2002.

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     Foreign exchange rate fluctuations. We face market risk to the extent that changes in foreign currency exchange rates affect our non-U.S. Dollar functional currency foreign operations. The functional currency for our foreign operations is the applicable local foreign currency. The translation of the applicable foreign currencies into U.S. Dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted-average exchange rate during the period. The gains or losses resulting from such translation are reported as a separate component of equity as accumulated other comprehensive loss, whereas gains or losses resulting from foreign currency transactions are included in results of operations. We do not engage in hedging activities with respect to foreign exchange rate fluctuations.

Recently issued new accounting pronouncements

     In April 2001, the Emerging Issues Task Force issued No. 00-25 (“EITF 00-25”), “Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor’s Products”, which states that consideration from a vendor to a reseller of the vendor’s products is presumed to be a reduction of the selling prices of the vendor’s products and, therefore, should be characterized as a reduction of revenue when recognized in the vendor’s income statement. That presumption is overcome and the consideration can be categorized as a cost incurred if, and to the extent that, a benefit is or will be received from the recipient of the consideration. That benefit must meet certain conditions described in EITF 00-25. The consensus should be applied no later than in annual or interim financial statements for periods beginning after December 15, 2001. In November 2001, the Emerging Issues Task Force issued No. 01-09 (“EITF 01-09”), “Accounting for Consideration Given by a Vendor to a Customer or Reseller of the Vendor’s Products”, which clarifies and modifies certain items discussed in EITF 00-25. The consensus should be applied no later than in annual or interim financial statements for periods beginning after December 15, 2001. We adopted EITF 00-25 and EITF 01-09 during the year ended June 30, 2002 and we believe the adoption did not have a material impact on our consolidated financial position or results of operations.

     In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141, “Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets”. SFAS No. 141 requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method and addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. SFAS No. 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination and the accounting for goodwill and other intangible assets subsequent to their acquisition. SFAS No. 142 provides that intangible assets with finite useful lives be amortized and that goodwill and intangible assets with indefinite lives not be amortized, but will instead be tested at least annually for impairment. We are required to adopt SFAS No. 142 no later than for our fiscal year beginning July 1, 2002. We do not carry any goodwill or other intangibles on our balance sheet as of June 30, 2002, and therefore the adoption of SFAS No. 142 will not have a material effect on our consolidated financial statements.

     In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”, it retains many of the fundamental provisions of SFAS No. 121. SFAS No. 144 also supersedes the accounting and reporting provisions of APB No. 30, “Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions”, for the disposal of a segment of a business. However, it retains the requirement in APB No. 30 to report separately discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years. The adoption of SFAS No. 144 is not expected to have a material effect on our consolidated financial statements.

     In June 2001, the FASB issued SFAS No. 143, “Accounting for Asset Retirement Obligations”. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement is effective for fiscal years beginning after June 15, 2002, however earlier application is permitted. We will adopt SFAS No. 143 on January 1, 2003. We believe the adoption of this statement will not have an impact on our financial position or operating results.

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     In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which addresses accounting for restructuring and similar costs. SFAS No. 146 supercedes previous accounting guidance, principally Emerging Issues Task Force issue No. 94-3 (“EITF 94-3”). We are required to adopt SFAS No. 146 for restructuring activities initiated after December 31, 2002. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for an exit cost was recognized at the date of the company’s commitment to an exit plan. SFAS No. 146 also established that the liability should initially be measured and recorded at fair value. Accordingly, SFAS 146 may affect the timing of recognizing future restructuring plans. We have never initiated any restructuring plans, and therefore do not expect the adoption of SFAS No. 146 to have a material effect on our consolidated financial statements.

Item 8 — Consolidated financial statements and supplementary data

     The information required by this Item 8 is incorporated by reference to our Consolidated Financial Statements and Independent Auditors’ Report beginning at page F-1 of this Report.

Item 9 — Changes in and disagreements with accountants on accounting and accounting disclosure

     None.

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PART III

Item 10 — Directors and executive officers of the registrant

     The information required by this Item 10 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2002 fiscal year.

Item 11 — Executive compensation

     The information required by this Item 11 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2002 fiscal year.

Item 12 — Security ownership of certain beneficial owners and management

     The information required by this Item 12 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2002 fiscal year.

Item 13 — Certain relationships and related transactions

     The information required by this Item 13 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2002 fiscal year.

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PART IV

Item 14 — Controls and procedures

     There were no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to management’s evaluation.

Item 15 — Exhibits, financial statement schedules and reports on Form 8-K

(a)		The consolidated financial statements and schedules required to be filed hereunder are indexed on page F-1 hereof.
(b)		Reports on Form 8-K
		No reports on Form 8-K were filed during the last quarter of the fiscal year ended June 30, 2002.
(c)		Exhibits
		The following exhibits are filed as part of this Form 10-K:

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on September 5, 2002.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the dates indicated.