<PAGE> 1
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act
of 1934
For the quarterly period ended March 31, 1998
[ ] Transition report under to Section 13 or 15 (d) of the Exchange Act
For the transition period from __________ to __________
Commission file number 001-11935
---------
BLACK ROCK GOLF CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 84-1336891
- --------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6786 South Revere Parkway, Ste. 150D
Englewood, Colorado 80112
- --------------------------------------- ------------------------------------
(Address of principal executive office) (Zip Code)
(303) 799-9901
- --------------------------------------------------------------------------------
(Registrants telephone number, including area code)
Check whether the issuer ( 1 ) has filed all reports required to be filed
by Section 13 or 15 (d) of the Exchange Act during the past 12 months ( or
for such shorter period that the registrant was required to file such
reports ), and ( 2 ) has been subject to such filing requirements for the
past 90 days. Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $.001 Par Value -- 3,150,000 shares outstanding as of May 15, 1998
<PAGE> 2
Index
Black Rock Golf Corporation
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed balance sheets -- March 31, 1998 and December 31, 1997
Condensed statements of operations -- Three months ended March 31, 1998
and 1997
Condensed statements of cash flows -- Three months ended March 31, 1998
and 1997
Notes to condensed financial statements -- March 31, 1998
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Part II. Other information
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
<PAGE> 3
PART I. FINANCIAL INFORMATION
BLACK ROCK GOLF CORPORATION
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31 December 31,
1998 1997
------------ ------------
(Unaudited) (See Note Below)
<S> <C> <C>
Assets
Current Assets
Cash $ 78,472 $ 31,414
Restricted Cash 50,000 50,000
Security Deposits 14,460 41,620
Accounts Receivable, net 192,773 197,846
Inventories - Note B 2,068,634 2,212,893
Prepaid Expenses 233,515 93,146
Other Current Assets 8,613 --
------------ ------------
Total Current Assets 2,646,467 2,626,919
Property, Plant and Equipment 411,095 411,095
Less Allowances for Depreciation (189,539) (161,950)
------------ ------------
Net Property, Plant and Equipment 221,556 249,145
Other Assets 227,603 183,102
------------ ------------
Total Assets $ 3,095,626 $ 3,059,166
============ ============
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 1,064,348 $ 805,836
Accrued Expenses - in litigation 135,000 135,000
Accrued Expenses 49,796 85,463
Warranty Reserves 19,209 19,209
Revolving Line of Credit - Note E 894,560 419,540
Notes payable, related parties - Note E 381,565 337,206
Other Current Liabilities 16,084 8,134
------------ ------------
Total Current Liabilities 2,560,562 1,810,388
Debentures, related parties - Note E 200,000 200,000
Stockholders' Equity
Common stock, par value $.001 per share -
Authorized 10,000,000 shares, issued
and outstanding 3,150,000 shares as of March 31,
1998 and December 31, 1997 3,150 3,150
Common stock to be issued, 15,909 shares 16 16
Capital in excess of par value 5,518,125 5,518,125
Accumulated Deficit (5,186,227) (4,472,513)
------------ ------------
Total Stockholders' Equity 335,064 1,048,778
------------ ------------
Total Liabilities and Stockholders' Equity $ 3,095,626 $ 3,059,166
============ ============
</TABLE>
Note: The balance sheet at December 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the financial
information and footnotes required by generally accepted accounting principles
for complete financial statements. The accompanying notes are an integral part
of these condensed financial statements.
<PAGE> 4
BLACK ROCK GOLF CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31
-------------------------------
1998 1997
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales $ 777,505 $ 2,559,580
Cost of sales 457,315 1,490,076
------------ ------------
Gross profit 320,190 1,069,504
Operating expenses:
Advertising 376,510 652,728
Marketing 67,383 70,324
Selling & administrative 531,887 668,741
Depr. and amortization 28,088 24,032
------------ ------------
Operating income (loss) (683,678) (346,321)
Interest expense 35,281 --
Other income (exp), net 5,245 10,783
------------ ------------
Income (loss) before income tax (713,714) (335,538)
Income tax expense (benefit) -- --
------------ ------------
Net income (loss) $ (713,714) $ (335,538)
============ ============
Basic loss per common share
(Note D) $ (0.23) $ (0.11)
============ ============
Diluted loss per common share
(Note D) $ (0.23) $ (0.11)
============ ============
Weighted average number of
common and common equivalent
shares outstanding during the
year (Note D) 3,150,000 3,150,000
============ ============
</TABLE>
The accompanying notes are an integral part
of these condensed financial statements.
<PAGE> 5
BLACK ROCK GOLF CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended March 31,
------------------------------
1998 1997
------------ ------------
<S> <C> <C>
Cash used in operations $ (472,321) $ (1,127,806)
Cash used in investing activities
Purchase of equipment -- (28,400)
------------ ------------
Total cash used in investing activities -- (28,400)
Cash provided by financing activities
Gross proceeds from maturities of securities -- 1,300,966
Revolving line of credit, net borrowings 475,020 --
Proceeds from notes payable, related parties 102,000 --
Repayments of notes payable, related parties (57,641) --
------------ ------------
Total cash provided by financing activities 519,379 1,300,966
------------ ------------
Increase/(decrease) in cash and cash equivalents $ 47,058 $ 144,760
============ ============
</TABLE>
The accompanying notes are an integral part
of these condensed financial statements.
<PAGE> 6
Note A - Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal and recurring accruals) considered necessary for a fair presentation
have been included. The results of operations for any interim period are not
necessarily indicative of the results that may be expected for the full year.
Such results should be read in conjunction with the audited financial statements
included in the Company's Registration Statement dated July 19, 1996, on Form
SB-2 (No. 333-4890-D), as amended, and the Company's Annual Reports on Form
10-KSB for the years ended December 31, 1996, and 1997.
Certain reclassifications have been made to the 1997 financial
statements to conform with the 1998 presentation.
Note B - Inventories
Inventory primarily consists of golf clubs and components, and is
stated at the lower of cost or market, where cost is determined on a first-in,
first-out (FIFO) basis. At March 31, 1998, and December 31, 1997, inventory
included finished goods of $1,089,270 and $1,040,578, respectively.
Note C - Income Taxes
The Company reorganized to a C corporation (which was incorporated in
the state of Delaware) from a Colorado limited liability company effective April
1, 1996. Prior to April 1, 1996, all of the limited liability company's earnings
or losses were passed through to its members.
Note D - Loss per Share
The Company adopted FASB Statement No. 128, "Earnings per Share" on
December 31, 1997. Loss per share for the three-month period ended March 31,
1998, and March 31, 1997, are presented in accordance with the new accounting
rules.
Note E - Debt Obligations
Revolving Line of Credit
On February 20, 1998, the Company obtained a $1,500,000 three year
revolving line of credit with a bank secured by substantially all of the
Company's assets. The annual interest rate on this facility is 3.5% above the
prime rate. The facility allows the Company to borrow $240,000 (the "overline")
plus 75% of its eligible accounts receivable up to $1,500,000, and 60% of its
finished goods inventory up to $750,000. Under the agreement, the Company is
required to repay the overline in four monthly installments of $60,000 beginning
March 31, 1998. Proceeds from the line were used to retire an $800,000 two year
revolving line of credit with another bank, as well as fund the Company's
operating requirements. In consideration for the overline, the Company issued to
the bank on February 20, 1998, warrants at an exercise price exceeding fair
<PAGE> 7
market value at the date of issuance. The warrants entitle the holder to
purchase 120,000 shares of common stock at $.75 per share at any time prior to
the close of business on February 20, 2001.
Debentures
In October, 1997, the Company issued unsecured debentures in the
principal amount of $200,000 to four of its existing stockholders, one of who is
an executive officer and director of the Company, at an annual interest rate of
10%. All principal plus accrued interest is payable on the first to occur of (i)
two years after the date of the debenture, or (ii) on or within fifteen business
dates after the Company receives proceeds from any public or private sale of its
securities after October, 1997. The debentures included warrants at an exercise
price exceeding fair market value at the date of issuance. The warrants entitle
the holders to purchase 100,000 shares of common stock at $1.00 per share for a
period of five years beginning October 15, 1997. The warrants and warrant shares
may not be sold or transferred until October 16, 1998. No warrants had been
exercised at March 31, 1998.
Notes Payable
On October 27, 1997, the Company converted accounts payable due to
Information Handling Services (IHS) of $188,376 to an unsecured promissory note
with an annual interest rate of 8.5%, compounded daily. IHS provides fulfillment
and warehousing services for the Company. Original terms of the note required
payment of principal and interest of $2,500 per week. On February 20, 1998, the
payment was increased to $10,000 per week. The principal amount of the note,
which matures June, 1998, was $106,565 and $164,206 at March 31, 1998, and
December 31, 1997, respectively.
Between November, 1997, and January, 1998, the Company obtained
unsecured operating loans totalling $275,000 from an executive officer and
director of the Company with an annual interest rate of 3.5% over prime (12.0%
at March 31, 1998, and December 31, 1997). The principal plus all accrued
interest is payable on the first to occur of (i) receipt by the Company of
proceeds from any new loan to the Company, or (ii) receipt by the Company of
proceeds from any sale of its equity securities. The loans also included
warrants to purchase 137,500 shares of common stock at an exercise price
exceeding fair market value at the date of issuance. The warrants entitle the
holder to purchase common stock at $.75 per share any time prior to the close of
business on February 27, 2001.
Note F - Subsequent Events
On July 30, 1997, suit was filed against the Company alleging
approximately $80,000 due for infomercial air time during 1995. The Company
believes it has paid for all infomercial air time run in 1995. On January 22,
1998, the Company asserted a counterclaim for breach of contract alleging more
than $110,000 for advertising the Company did not approve. On May 4, 1998, the
Company negotiated a settlement to pay $9,000 on or before June 15, 1998.
On April 29, 1998, NASDAQ notified the Company that its common stock
would be delisted from The Nasdaq SmallCap Market effective with the close of
business May 6, 1998, for failing to meet the net tangible assets/market
capitalization/net income requirement for continued listing. In response, the
Company requested a review, which
<PAGE> 8
has temporarily stayed the delisting. If the review process is not successful,
the Company's common stock will be delisted.
The Boston Stock Exchange (the "BSE") has verbally notified the Company
that the BSE is reviewing the Company's compliance with the BSE's listing
requirements. This review may result in the BSE taking action to delist the
Company's common stock, and the Company's common stock may be delisted. See Part
II Item 5. Other Information.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
In addition to historical information, this discussion and analysis
contains forward-looking statements that are subject to risks and uncertainties
that could cause actual results to differ materially from those anticipated,
including but not limited to, (i) delays in the delivery of the Company's
products, (ii) infomercials and other marketing channels producing worse than
anticipated sales, and (iii) the risks and uncertainties described in reports
and other documents filed by the Company with the Securities and Exchange
Commission, including the Prospectus dated July 19, 1996 and the Company's
Registration Statement on Form SB - 2 (No. 333 - 4890 - D).
Results of Operations
Revenues and expenses for the three-month period ended March 31, 1998, were less
than revenues and expenses for the three-month period ended March 31, 1997,
because revenues during the first quarter of 1997 included close out sales of
the Company's 1995/96 model clubs of approximately $1,100,000. In addition, a
shortage of cash for the Company's marketing and direct advertising efforts in
the first quarter of 1998 resulted in fewer dollars being allocated to marketing
and advertising efforts, which in turn has reduced sales generated from the
direct advertising channels (primarily infomercials). With fewer advertising
dollars, the Company's retail sales were also reduced. As a result of less
advertising dollars, the Company's operating expenses were also reduced in the
three-month period ended March 31, 1998 compared to the same period in 1997. The
Company continues to work with its investment banker to secure the needed
financing for the remainder of 1998. There can be no assurance that the Company
will be successful in securing the needed financing in a timely manner.
THREE-MONTHS ENDED MARCH 31, 1998, COMPARED TO THREE MONTHS
ENDED MARCH 31, 1997.
Gross Profit
<TABLE>
<CAPTION>
Three months ended March 31 Increase/(Decrease)
------------------------------ -------------------------
1998 1997 Amount %
------------ ------------ ------------ -------
<S> <C> <C> <C> <C>
Net sales $ 777,505 $ 2,559,580 $ (1,782,075) (70%)
Cost of goods sold 457,315 1,490,076 (1,032,761) (69%)
------------ ------------ ------------ -------
Gross profit margin $ 320,190 $ 1,069,504 $ (749,314) (70%)
============ ============ ============ =======
% Gross profit 41.2% 41.8%
</TABLE>
<PAGE> 9
The decrease in net sales revenues of 70% for the first quarter of fiscal 1998
primarily reflect sales of 1996 model clubs in 1997, a decline in retail sales,
and lower sales per dollar of media cost compared to the three month period
ended March 31, 1997.
For the three month period ended March 31, 1997, the Company sold approximately
$1.1M in 1996 model clubs at substantially reduced wholesale prices to close out
its inventory of 1995/96 model clubs and in anticipation of the introduction of
its 1997-98 model clubs. The lack of demand for the Company's products early in
1998 prompted management to sell 1997-98 "demos" (used clubs) and remaining 1996
model clubs at reduced prices in an effort to stimulate sales and raise cash
necessary to meet operating requirements. As a result, the gross margin as a
percent of net sales for the three-month period ended March 31, 1998, was
comparable to the same period last year.
Sales to Pro Shops and retail outlets were down approximately $217,000 during
the first three months of 1998, as compared to 1997. Unfavorable weather
conditions in Arizona, Florida, and Southern California, as well as competitive
pricing in the retail market for titanium drivers led to a decline in retail
revenues compared to the same period in the prior year.
Consumer sales from infomercials, print advertising, magazines, and outbound
telemarketing, were down approximately $479,000 during the first quarter of
1998, as compared to the same period in 1997. The drop in consumer sales
reflects unfavorable weather conditions and lower than expected sales results
generated by the Company's new infomercial, "License to Kill". The 1998
infomerical introduced consumers to the Company's progressive program, where
customers are provided a one-time opportunity to "inch-up" to a longer club at a
40% discount from the retail price. Due to the promotion, the Company's media
efficiency ratio ("MER"), or net sales per dollar spent on air time, was
significantly lower during the first three months of 1998, compared to the same
period in 1997.
Operating Expenses
<TABLE>
<CAPTION>
Three months ended March 31 Increase/(Decrease)
------------------------------ -------------------------
1998 1997 Amount %
------------ ------------ ------------ -------
<S> <C> <C> <C> <C>
Advertising $ 376,510 $ 652,728 $ (276,218) (42%)
Selling & administrative 531,887 668,741 (136,854) (20%)
Other 95,471 94,356 1,115 1%
------------ ------------ ------------ -------
Operating expenses $ 1,003,868 $ 1,415,825 $ (411,957) (29%)
============ ============ ============ =======
</TABLE>
The Company expended $207,010 less on infomercial air time during the first
quarter of 1998 due to the air time on regional sports networks and local cable
channels produced fewer sales compared to the same period in 1997. In addition,
increased demand from competitors for air time led to fewer infomercials
allocated to the Company on The Golf Channel. The Company also expended $46,083
less in magazine advertising during the first quarter of 1998 as compared to the
first quarter of 1997 because fewer magazines were accepting payment for
advertising on a "per inquiry" basis.
<PAGE> 10
Lower selling and administrative expenses during the first quarter of 1998 as
compared to the first quarter of 1997 reflect reduced commission expense of
$67,084 due to the drop in consumer and retail sales revenue. The Company also
incurred relocation expenses of $38,240 during the first quarter of 1997 in
connection with the hiring of the Company's chief operating officer. In
addition, payroll and related expenses in the first quarter of 1998 were $31,246
less than the same period in 1997, as a result of having fewer employees during
the first quarter of 1998.
The net loss for the three-month period ended March 31, 1998, was $713,714
compared to a net loss of $335,538 for the three-month period ended March 31,
1997. The increased loss for the three-month period ended March 31, 1998, is the
result of fewer domestic sales due to wetter than normal weather conditions in
the southern and western United States and less advertising dollars to drive
sales through infomercials and retail outlets. In addition, international sales
were less than expected as a result of the Asian financial crisis.
Liquidity and Sources of Capital
The Company recorded net losses of $713,714 and $335,538 for the three-month
period ended March 31, 1998 and 1997, respectively, and consumed $472,321 and
$1,127,806 of cash in operations for the three-month period ended March 31, 1998
and 1997, respectively. Stockholders' equity decreased to $335,064 at March 31,
1998. The Company's recurring losses from operations and rapidly changing market
conditions has made it difficult for the Company to achieve its sales forecasts.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The March 31, 1998 financial statements do not include any
adjustments that might result from the outcome of this uncertainty. In response,
in November 1997, the Company engaged an investment banking firm to assist the
Company in securing a bridge loan in the amount of $600,000 which the investment
banking firm has agreed to a credit enhancement/guarantee to fully support the
Company in obtaining this bridge loan. Also, the investment banking firm is
assisting the Company in its attempt to raise additional equity capital
financing through a private placement. There can be no assurance that the
investment banking firm will be successful in its attempt to assist the Company
in securing the bridge loan or the private placement.
Financing activities during the three-month period ended March 31, 1998
consisted of net borrowings of $475,020 on the Company's revolving line of
credit which was obtained on February 20, 1998, and net proceeds of $44,359 from
notes payable to related parties ($102,000 borrowed from an executive officer of
the Company and payments of $57,641 for the note payable converted from accounts
payable on October 27, 1997) which were used to finance a portion of the
Company's operations.
Outlays for inventory were substantially higher during the first
quarter of 1997, as the Company prepared to introduce 1997-98 model clubs. The
Company also spent less on advertising during the first quarter of 1998 because
infomercial airtime was less effective as compared to the same period in the
prior year.
The Company has curtailed expenditures and stretched out payments to
vendors and suppliers to compensate for declining sales revenues. In order to
meet its cash requirements, the Company obtained a revolving line of credit as
well as unsecured operating loans during 1997 and 1998.
<PAGE> 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On May 4, 1998, the Company negotiated a Covenant not to Sue wherein
the Company agreed to pay American Cable Advertising, Inc. $9,000 on or before
June 15, 1998 with the lawsuit styled American Cable Advertising, Inc. v. Black
Rock Ventures, L.L.C., SA97CA1097 to be dismissed with each party to bear its
own fees and costs.
The Company is a party, from time to time, in litigation incident to its
business. The Company is not aware of any current or pending litigation that it
believes will have a material adverse affect on the Company's results of
operations or financial condition.
Item 5. Other Information.
On April 29, 1998, Nasdaq notified the Company that its common stock
would be delisted from The Nasdaq SmallCap Market effective with the close of
business on May 6, 1998, for failing to meet the net tangible assets/market
capitalization/net income requirement for continued listing. In response, the
Company requested a review and hearing, which has temporarily stayed the
delisting. If the review process is not successful, the Company's common stock
will be delisted.
The Boston Stock Exchange has verbally notified the Company that the
Boston Stock Exchange is reviewing the Company's compliance with the BSE's
listing requirements. This review may result in the BSE taking action to delist
the Company and the Company's common stock may be delisted.
If the Company's common stock is delisted on both the Nasdaq SmallCap
Market and the Boston Stock Exchange, trading, if any, would thereafter be
conducted in the over-the-counter market in the so-called "pink sheets" or the
Electronic Bulletin Board" of the National Association of Securities Dealers,
Inc. ("NASD"). As a consequence of such delisting, an investor could find it
more difficult to dispose of, or to obtain accurate quotations as to the price
of, the Company's common stock.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. The Securities and Exchange
Commission has adopted regulations that generally define a penny stock to be any
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions. Such exceptions include any equity security listed on the
Nasdaq SmallCap Market or the Boston Stock Exchange and any equity security
issued by an issuer that has (i) net tangible assets of at least $2,000,000, if
such issuer has been in continuous operation for three years, (ii) net tangible
assets of at least $5,000,000, if such issuer has been in continuous operation
for less than three years, or (iii) average annual revenue of at least
$6,000,000 if such issuer has been in continuous operation for less than three
years. Unless an exception is available, the regulations require the delivery,
prior to any transaction involving a penny stock, of a disclosure schedule
explaining the penny stock market and the risks associated therewith.
<PAGE> 12
In addition, if the Company's common stock is not quoted on The Nasdaq
SmallCap Market or the Boston Stock Exchange, or the Company does not have
$2,000,000 in net tangible assets, trading in the common stock would be covered
by Rule 15g-9 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), for non-Nasdaq and non-exchange listed securities. Under
such rule, broker/dealers who recommend such securities to persons other than
established customers and accredited investors must make a special written
suitability determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale. Securities also are exempt from this
rule if the market price is at least $5.00 per share.
As of May 14, 1998, the Company's common stock is exempt from the
definition of penny stock by operation of law because it is listed on The Nasdaq
SmallCap Market and the Boston Stock Exchange. However, as of May 14, 1998, if
the Company's common stock was not listed on either of The Nasdaq SmallCap
Market or the Boston Stock Exchange it would be characterized as a penny stock.
If the Company's common stock is delisted by The Nasdaq SmallCap Market and the
Boston Stock Exchange the market liquidity for the Company's common stock could
be severely affected. In such an event, the regulations on penny stocks could
effectively limit the ability of broker/dealers to sell the Company's common
stock and thus the ability of holders of the Company's common stock to sell
their securities in the secondary market.
Item 6. Exhibits and Reports on Form 8-K
(a) EXHIBITS
2.1* Exchange Memorandum dated February 23, 1996, regarding the
reorganization of the Registrant from a Colorado limited liability
company to a Delaware corporation (the "Exchange Memorandum")
2.2* Amendment to the Exchange Memorandum
2.3* Articles of Dissolution of Black Rock Ventures, LLC
3.1* Certificate of Incorporation of the Company
3.2* Bylaws of the Company
4.1* Form of Bridge Warrant
4.2*** Form of Amendment to Bridge Warrant
4.3* Certificate of Designations, Rights and Preferences of Series A
Redeemable and Convertible Preferred Stock of Black Rock Golf
Corporation
4.4** Form of Underwriter's Warrant
10.1* 1996 Stock Option Plan
<PAGE> 13
10.2* Licensing Agreement between S2 Golf Inc. and the Company dated January
1, 1996
10.3* Employment Agreement between the Company and Jackson D. Rule, Jr. dated
April 10, 1996
10.4* Employment Agreement between the Company and Rocky Thompson dated April
1, 1996
10.5* Line of Credit Agreement between the Company and MegaBank of Arapahoe
dated August 11, 1995
10.6* Assignment of Trademarks between the Company and Koala Ventures, LLC
10.7* Sales Agency Agreement between the Company and Hampshire Securities
Corporation dated May 9, 1996
11.1**** Computation of per share earnings
27.1 Financial Data Schedule
* Incorporated by reference to the Company's Registration Statement on
Form SB-2 filed May 24, 1996 (Registration No. 333-4890-D)
<PAGE> 14
** Incorporated by reference to the Company's Pre-Effective Amendment No.
1 to the Registration Statement on Form SB-2 filed June 26, 1996
(Registration No. 333-4890-D)
*** Incorporated by reference to the Company's Pre-Effective Amendment No.
1 to the Registration Statement on Form SB-2 filed June 26, 1996
(Registration No. 333-4890-D)
**** This data appears in the Consolidated Statement of Operations included
in the Company's Consolidated Financial Statements
(b) Reports on Form 8-K: None.
<PAGE> 15
Signatures
In accordance with to the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Black Rock Golf Corporation
----------------------------------------------
(Registrant)
Date 5/15/98 /s/ Jackson D. Rule, Jr.
--------- ----------------------------------------------
Jackson D. Rule, Jr., President & C.E.O.
Date 5/15/98 /s/ Gerald D. Fick
--------- ----------------------------------------------
Gerald D. Fick, C.F.O., Treasurer & Secretary
<PAGE> 16
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1* Exchange Memorandum dated February 23, 1996, regarding the
reorganization of the Registrant from a Colorado limited liability
company to a Delaware corporation (the "Exchange Memorandum")
2.2* Amendment to the Exchange Memorandum
2.3* Articles of Dissolution of Black Rock Ventures, LLC
3.1* Certificate of Incorporation of the Company
3.2* Bylaws of the Company
4.1* Form of Bridge Warrant
4.2*** Form of Amendment to Bridge Warrant
4.3* Certificate of Designations, Rights and Preferences of Series A
Redeemable and Convertible Preferred Stock of Black Rock Golf
Corporation
4.4** Form of Underwriter's Warrant
10.1* 1996 Stock Option Plan
10.2* Licensing Agreement between S2 Golf Inc. and the Company dated January
1, 1996
10.3* Employment Agreement between the Company and Jackson D. Rule, Jr. dated
April 10, 1996
10.4* Employment Agreement between the Company and Rocky Thompson dated April
1, 1996
10.5* Line of Credit Agreement between the Company and MegaBank of Arapahoe
dated August 11, 1995
10.6* Assignment of Trademarks between the Company and Koala Ventures, LLC
10.7* Sales Agency Agreement between the Company and Hampshire Securities
Corporation dated May 9, 1996
11.1**** Computation of per share earnings
27.1 Financial Data Schedule
* Incorporated by reference to the Company's Registration Statement on
Form SB-2 filed May 24, 1996 (Registration No. 333-4890-D)
** Incorporated by reference to the Company's Pre-Effective Amendment No.
1 to the Registration Statement on Form SB-2 filed June 26, 1996
(Registration No. 333-4890-D)
*** Incorporated by reference to the Company's Pre-Effective Amendment No.
1 to the Registration Statement on Form SB-2 filed June 26, 1996
(Registration No. 333-4890-D)
**** This data appears in the Consolidated Statement of Operations included
in the Company's Consolidated Financial Statements
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0
0
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<EPS-PRIMARY> (.23)
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