INTERNET GOLF ASSOCIATION INC, SB-2/A, 1999-12-10

INTERNET GOLF ASSOCIATION INC
SB-2/A, 1999-12-10
BUSINESS SERVICES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999
REGISTRATION NO. 333-86771

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

Amendment No 1 to
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________

INTERNET GOLF ASSOCIATION, INC.
(Name of small business issuer in its charter)
_____________________

NEVADA 713900 84-0605867
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification
incorporation or Code Number) No.)
organization)
_____________________

24921 Dana Point Harbor Drive
Suite B-200
Dana Point, California 92629
(949) 493-9546
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
_____________________

Vincent Castagnola
24921 Dana Point Harbor Drive
Suite B-200
Dana Point, California 92629
(949) 443-9546
(Name, address and telephone number of agent for service)
_____________________

COPIES TO:

M. Richard Cutler, Esq.
Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
____________________

Approximate Date of Proposed Sale to the Public.
As soon as practicable after this Registration Statement becomes effective.

<PAGE>

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

____________________
CALCULATION OF REGISTRATION FEE

<S> <C> <C> <C> <C>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES BEING OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -------------------------------------------- ----------- ----------------- ----------------- -------------

Common Stock offered for sale 3,000,000 $ 1.00 $ 3,000,000 $ 834.00
- -------------------------------------------- ----------- ----------------- ----------------- -------------

Common Stock issuable upon conversion of 526,500 $ 0.63 $ 333,450 $ 92.69
Convertible Note
- --------------------------------------------

Common Stock issuable as coupon payments 84,210 $ 0.63 $ 53,334 $ 14.83
for Convertible Note
- --------------------------------------------

Common Stock issuable upon exercise of 375,000 $ 1.83 $ 687,500 $ 191.13
Warrants issued to Triton Value Equity Fund
- --------------------------------------------

Common Stock issuable upon exercise of 1,800,000 $ 1.50 $ 2,700,000 $ 750.60
Warrants issued to Bridgewater Capital
- --------------------------------------------

Common Stock of certain selling shareholders 841,290 $ 1.6875 $ 1,419,677 $ 116.68
- -------------------------------------------- ----------- ----------------- ----------------- -------------

Common Stock issuable upon exercise of 3,000,000 $ 1.6875 $ 5,062,500 $ 1,407.38
Options issued under the Internet Golf
Association Employee Stock Option Plan
- --------------------------------------------

Total Registration Fee $ 3,407.31
- -------------------------------------------- -------------
</TABLE>

1. All numbers reflect a two share dividend on the Company's common stock
effective September 27, 1999, which resulted in a total of three shares held in
place of one share as of such date. The filing fee was estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457, based on the
average bid and ask prices for the referenced common stock on the Nasdaq
Over-the-counter Bulletin Board on September 7, 1999 after reflecting the stock
dividend.
2. The Convertible Note is convertible at a percentage of the price for the
Company's common stock on the Nasdaq Over-the-counter Bulletin Board on the
lowest 3 days in the 20 trading days prior to the date of conversion. The Price
reflects conversion in the event that Company's common stock drops to a price of
$0.67 at the lowest percentage conversion. See "Description of Securities."
3. Reflects potential payment of the 8% interest on the Convertible Note for
a period of 24 months from issuance. The pricing is calculated as set forth in
footnote 2 hereof.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

<PAGE>

INTERNET GOLF ASSOCIATION, INC.

Cross-Reference Sheet

FORM SB-2 ITEM NUMBER AND HEADING CAPTION OR LOCATION IN PROSPECTUS
- --------------------------------- ---------------------------------
PROSPECTUS
- ----------

1. Front of the Registration Statement
and Outside Front Cover of
Prospectus . . . . . . . . . . . . . . Outside Front Cover Page

2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . Inside Front and Outside Back
Cover Pages
3. Summary Information and Risk Factors. . Prospectus Summary; Risk Factors

4. Use of Proceeds . . . . . . . . . . . . Use of Proceeds

5. Determination of Offering Price . . . Not Applicable

6. Dilution . . . . . . . . . . . . . . . Dilution

7. Selling Security Holders . . . . . . . Selling Stockholders

8. Plan of Distribution . . . . . . . . . Plan of Distribution

9. Legal Proceedings . . . . . . . . . . Not applicable

10. Directors, Executive Officers,
Promoters and Control Persons . . . . Management - Directors and
Executive Officers

11. Security Ownership of Certain
Beneficial Owners and Management . . Principal Stockholders

12. Description of Securities . . . . . Description of Securities

13. Interest of Named Experts and
Counsel . . . . . . . . . . . . . . Legal Matters; Experts

14. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities . . . . . . . . . . Management- Indemnification of
Directors and Officers

15. Organization Within Last Five Years. Certain Transactions

16. Description of Business . . . . . . Business

<PAGE>
17. Management's Discussion and Analysis
or Plan of Operation . . . . . . . . Management's Discussion
and Analysis of Financial
Condition and Results of
Operations

18. Description of Property . . . . . . Business - Facilities

19. Certain Relationships and Related
Transactions . . . . . . . . . . . Certain Transactions

20. Market for Common Equity and
Related Stockholder Matters . . . Outside Front Cover Page;
Dividend Policy; Description
of Securities; Price Range of
Securities

21. Executive Compensation . . . . . . Executive Compensation

22. Financial Statements . . . . . . Financial Statements

23. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure . . . . . . Not applicable

<PAGE>

PROSPECTUS Up to 9,627,000 Shares of Common Stock
- ----------
INTERNET GOLF ASSOCIATION, INC.

[IGA LOGO]
IGALINKS.COM
------------
Internet Golf Association

Internet Golf Association is registering 3,000,000 shares for sale to
investors by the Company at a price of $1.00 per share. We will only receive
the proceeds from this Offering if a minimum of 600,000 shares are sold. Until
we reach that minimum offering, investors' proceeds will be placed in an
interest-bearing trust account.

Internet Golf Association is also registering up to 6,627,000 shares for
sale by:

- - Triton Private Equities Fund, L.P., an investor in Internet Golf
Association, that purchased a Series 1999-A Eight Percent Convertible Note
and Warrants (up to 985,170 shares);
- - Employees, directors and officers of Internet Golf Association who are
issued and who exercise employee stock options as incentive compensation
(up to 3,000,000 shares);
- - Bridgewater Capital Corporation, the Company's Consulting Firm (750,000
shares as well as 1,800,000 shares underlying warrants issued to such
firm);
- - Cutler Law Group, the Company's Legal Counsel (91,290 shares).

INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 5.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

Other than shares sold for the benefit of the Company, all of the common
stock registered by this Prospectus will be sold by the selling shareholders on
their own behalf at the prevailing market price when they are sold. On November
12, 1999, the last reported sale price for the Common Stock on the "pink sheets"
was $1.25 per share. There is no underwriter for any of the securities offered.

THE DATE OF THIS PROSPECTUS IS DECEMBER 13, 1999

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<PAGE>
PROSPECTUS SUMMARY

INTERNET GOLF ASSOCIATION

We organize and conduct interactive golf tournaments on the Internet.
Through our web site, located at www.IGALinks.com, persons interested in
----------------
participating can become a member of the Internet Golf Association, also called
the IGA. Once a member, participants can enroll in one or more of our virtual
golf tournaments and, if their score is good enough relative to other members
playing in the same tournament, potentially win cash prizes provided through
membership fees, entrance fees or corporate sponsors.

In addition to our online interactive golf tournament, we intend to make
our website a golf "portal" for numerous golf related information and products,
including a link to our IGA Pro Shop located on the Web site where members and
others can make purchases from a large selection of golf equipment and golf
related items. It is our intention that the pro shop will become a destination
site for golfers interested in buying golf equipment and other golf related
merchandise. We have entered into an agreement with International Golf Outlet,
Inc./Sportsline USA, Inc. to host the pro shop.

Our offices are located at 24921 Dana Point Harbor Drive, Suite B-200, Dana
Point, California 92629. Our telephone number is (949) 493-9546. You can learn
more about our Company through our website at www.IGALinks.com.

THE OFFERING

SECURITIES OFFERED:
Shares Offered by
The Company We are registering to sell to new investors up to
3,000,000 shares of common stock. We will sell
these to new investors at $1.00 per share.

Shares Offered by
Triton Private
Equities Fund Up to 526,500 shares of Common Stock
which Triton Private Equities Fund, LP can
obtain by converting a $333,333 principal amount
Series 1999-A Eight Percent Convertible Note into
common stock. The Note can be converted after
120 days from issuance (on or after December 20,
1999) at a percentage of the lowest three days
closing bid prices of our common stock in the
prior 20 trading days. If the Note was converted
today, Triton Private Equities Fund could obtain
approximately 258,900 shares of common stock.

2
<PAGE>
The number of shares of common stock we are
registering to potentially give to Triton Private
Equities Fund when they convert the Note
reflects the worst conversion ratio and a market
price of our stock of $.67 (which we think is
very conservative and not likely to occur).
We are also registering 84,210 shares of
common stock which we may use to pay the 8%
interest payments on the Note before it is
converted at the option of Triton. We are also
registering 375,000 shares of common stock which
Triton Private Equities Fund may obtain by
exercise of warrants which they received with
their investment. The warrants are exercisable
at $1.83 per share.

Employee Option Shares Up to 3,000,000 shares of Common Stock which our
employees, officers and directors can obtain
when they exercise employee stock options which
we may grant them to provide incentive
compensation. Our stock option plan provides
that we can issue up to 3,000,000 options
exercisable at or above the market price of our
stock on the date of grant. Through the date of
this Prospectus, we have issued 1,530,000 of
those options to Directors and Officers. Our
options are usually issued with vesting over
five years to properly incentivize our employees
and minimize risks to our shareholders.

Bridgewater Capital
Shares 750,000 shares issued to Bridgewater Capital
Corporation, our consulting firm, and up to
1,800,000 shares of Common Stock which can be
issued if Bridgewater Capital Corporation
exercises a warrant which they hold. The
warrant is exercisable for $1.50 per share.

Cutler Shares 91,290 shares of Common Stock which we issued
to Cutler Law Group and certain of their
employees. Cutler Law Group is the Company's
legal counsel and we issued these shares
in exchange for legal services.

3
<PAGE>

MINIMUM OFFERING We will only receive proceeds of this Offering in
the event a minimum of $600,000 is raised.
Prior to receipt of that minimum amount,
investors funds will be placed in an interest-
bearing trust account. If we are unable to
reach this minimum by March 31, 2000, investors'
funds will be returned.

INVESTORS SUITABLE
FOR THIS OFFERING We will only sell the common stock to be sold by
the Company to potential investors who meet
the following minimum suitability requirements:
(a) A minimum annual gross income of $65,000
and a minimum net worth of $65,000, exclusive
of automobile, home and home furnishings, or (b)
A minimum net worth of $150,000, exclusive
of automobile, home and home furnishings.

COMMON STOCK 31,359,585 shares of common stock are issued
and outstanding as of September 30, 1999. If
we are able to sell all of the shares to be sold
for the Company in this offering, we would have
34,359,585 shares outstanding. In addition,
if Triton Private Equities, L.P. converts
its convertible note at the highest rate we have
set forth in this offering, and if both Triton
and Bridgewater Capital Corporation exercise
all of the warrants which we issued to them,
we would have 36,883,710 shares outstanding.

UNSOUND FINANCIAL
CONDITION Our financial statements include an auditor's
report containing a modification regarding an
uncertainty about our ability to continue
as a going concern. Our financial statements
also include an accumulated deficit and other
indications of weakness in our present
financial position. We are consequently
deemed by state securities regulators to
presently be in unsound financial condition.
No person should invest in this offering
Unless they can afford to lose their entire
investment.

4
<PAGE>

RISK FACTORS

Any investment in our common stock involves a high degree of risk. You
should consider carefully the following information, together with the other
information contained in this prospectus, before you decide to buy our common
stock. If any of the following events actually occurs, our business, financial
condition or results of operations would likely suffer. In this case, the market
price of our common stock could decline, and you could lose all or part of your
investment in our common stock.

RISKS RELATED TO OUR ONLINE GOLF TOURNAMENT BUSINESS

YOU MAY BE UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT
PURPOSES BECAUSE OUR INTERNET GOLF TOURNAMENT BUSINESS HAS EXISTED FOR ONLY A
SHORT PERIOD OF TIME. Our executive officers commenced our major line of
business -- the Internet Golf Association online golf tour -- in the first
quarter of 1999. To date, we have only held two tournaments designed to
determine the viability of our concept and to test our software. Accordingly,
you can evaluate our business, and therefore our future prospects, based only on
a limited operating history. In addition, you must consider our prospects in
light of the risks and uncertainties encountered by companies in an early stage
of development in new and rapidly evolving markets.

YOUR INVESTMENT MAY NOT INCREASE IN VALUE UNLESS WE ARE ABLE TO BECOME
PROFITABLE. We have incurred losses in our business operation since inception
on February 4, 1999. We expect to continue to lose money for the foreseeable
future, and we cannot be certain when we will become profitable, if at all.
Failure to achieve and maintain profitability may adversely affect the market
price of our common stock.

OUR BUSINESS MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE TO KEEP OUR KEY
PERSONNEL AND IF WE ARE UNABLE TO HIRE AND RETAIN NEW SKILLED PERSONNEL. Our
future success depends in large part on the skills, experience and efforts of
our key marketing and management personnel. The loss of the continued services
of any of these individuals could have a material adverse effect on our
business. In particular, we rely upon the experience and historical success of
Vincent Castagnola, our President. We do not have key man insurance for any of
our officers or key personnel.

OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR PROPRIETARY TECHNOLOGY.
Our success depends to a significant degree upon the protection of our
proprietary technology, in particular our software and programming integration
of the Access Links LS software with our online golf tournaments and our
proprietary golf game software and portal. The unauthorized reproduction or
other misappropriation of our proprietary technology could enable third parties
to benefit from our technology without paying us for it. Since we are in
competition for this business, losing our technology could have a material
adverse effect on our business. Although we have taken steps to protect our
proprietary technology, they may be inadequate. We do not know whether we will
be able to defend our proprietary rights because the validity, enforceability
and scope of protection of proprietary rights in Internet-related industries are
uncertain and still evolving. Moreover, the laws of some foreign countries are
uncertain and

5
<PAGE>

may not protect intellectual property rights to the same extent as
the laws of the United States. If we resort to legal proceedings to enforce our
intellectual property rights, the proceedings could be burdensome and expensive
and could involve a high degree of risk.

IF WE LOSE OUR ABILITY TO USE THE LINKS LS GOLF GAME, OUR BUSINESS COULD BE
SERIOUSLY DAMAGED. We have a license from Access Software both to use their
software in our online golf tournaments, and also to re-engineer the software
for use in our online Internet tournament format. Access Software was recently
acquired by Microsoft Corporation. While we believe our license agreements are
enforceable, we cannot be sure that Microsoft and/or Access will honor their
agreements or that they will not terminate our license in the future. If we
lose our ability to use the Links LS golf game, our business would be seriously
damaged.

WE ARE PRESENTLY IN UNSOUND FINANCIAL CONDITION WHICH MAKES INVESTMENT IN
OUR SECURITIES HIGHLY RISKY. Our financial statements include an auditor's
report containing a modification regarding an uncertainty about our ability to
continue as a going concern. Our financial statements also include an
accumulated deficit of $942,692 as of September 30, 1999 and other indications
of weakness in our present financial position. We are consequently deemed by
state securities regulators to presently be in unsound financial condition. No
person should invest in this offering unless they can afford to lose their
entire investment.

WE DON'T KNOW IF WE WILL BE ABLE TO RAISE SUFFICIENT CAPITAL AND
CONSEQUENTLY MAY BE UNABLE TO MEET THE CAPITAL REQUIREMENTS NECESSARY TO STAY IN
BUSINESS. To date we have financed our operations through private placements
from investors with total gross proceeds of $616,250. If our capital is
insufficient to conduct our business and if we are unable to obtain needed
financing, we will be unable to promote our products and services, engage in and
exploit potential business opportunities and otherwise maintain our competitive
position. Our existing capital resources are sufficient through January 2000.
We intend to raise capital by selling the shares in this Offering. If we are
able to raise the maximum in this offering, those proceeds should be sufficient
to sustain our proposed business through the first quarter of 2001. If we raise
something less than the maximum, we would be required to cut back our operations
accordingly. Since we intend to grow our business rapidly, it is certain that
we will require additional capital. We have not thoroughly investigated whether
this capital would be available, who would provide it, and on what terms. If we
are unable to raise the capital required to fund our growth, on acceptable
terms, our business may be seriously harmed or even terminated.

IF OUR ONLINE SERVER BECAME UNAVAILABLE, WE COULD LOSE CUSTOMERS. We could
lose existing or potential customers for our Internet online golf tournament and
golf pro shop business if they do not have ready access to our online server, or
if our online server and computer systems do not perform reliably and to our
customers' satisfaction. Network interruptions or other computer system
shortcomings, such as inadequate capacity, could reduce customer satisfaction
with our services or prevent customers from accessing our services and seriously
damage our reputation. As the number of individual users increases,

6
<PAGE>

we will need
to expand and upgrade the technology underlying our online games and other
services. We may be unable to predict accurately changes in the volume of
traffic and therefore may be unable to expand and upgrade our systems and
infrastructure in time to avoid system interruptions. All of our computer and
communications equipment is located in Anaheim California and in Dana Point,
California. This equipment is vulnerable to interruption or damage from fire,
flood, power loss, telecommunications failure and earthquake. Some of the
components of our computer and communication systems do not have immediate
automatic backup equipment. The failure of any of these components could result
in down time for our server and could seriously harm our business. Our property
damage and business interruption insurance may not protect us from any loss that
we may suffer. Our computer and communications systems are also vulnerable to
computer viruses, physical or electronic break-in and other disruptions. These
problems could lead to interruptions, delays, loss of data or the ineffective
operation of our server. Any of these outcomes could seriously harm our
business.

WE COULD LOSE REVENUE AND INCUR SIGNIFICANT COSTS IF OUR SYSTEMS OR
MATERIAL THIRD-PARTY SYSTEMS ARE NOT YEAR 2000 COMPLIANT. Many currently
installed computer systems and software products accept only two digits to
identify the year in any date. Thus, the year 2000 will appear as "00," which a
system or software might consider to be the year 1900 rather than the year 2000.
This error could result in system failures, delays or miscalculations that
disrupt our operations. The failure of our internal systems, or any material
third-party systems, to be year 2000 compliant could result in significant
liabilities and could seriously harm our business. We have conducted a review of
our business systems, including our computer systems. We have taken steps to
remedy potential problems, but have not yet developed a comprehensive year 2000
contingency plan. There can be no assurance that we will identify all year 2000
problems in our computer systems before they occur or that we will be able to
remedy any problems that are discovered. We have also queried many of our
customers, vendors and resellers as to their progress in identifying and
addressing problems that their computer systems may face in correctly
interrelating and processing date information as the year 2000 approaches and is
reached. We have received responses from several of these parties, but there can
be no assurance that we will identify all such year 2000 problems in the
computer systems of our customers, vendors or resellers before they occur or
that we will be able to remedy any problems that are discovered. Our efforts to
identify and address year 2000 problems, and the expenses we may incur as a
result of such problems, could have a material adverse effect on our business,
financial condition and results of operations. In addition, the revenue stream
and financial stability of existing customers may be adversely impacted by year
2000 problems, which could cause fluctuations in our revenue. If we fail to
identify and remedy year 2000 problems, we could also be at a competitive
disadvantage relative to companies that have corrected such problems. Any of
these outcomes could have significant adverse effects on our business, financial
condition and results of operations.

WE MAY NOT HAVE SUFFICIENT INTEREST IN OUR ONLINE GOLF GAME TO MAKE MONEY
SINCE THE MARKET FOR OUR ONLINE GOLF GAME CANNOT BE DETERMINED BEFORE WE TRY TO
ADVERTISE AND OTHERWISE MARKET THE GAME. If the market for online golf
tournament and our online golf pro shop and other services does not grow at a
significant rate, our business, operating results and financial condition will
be materially adversely affected. Use of the Internet to compete in tournament
golf games is a new concept. Future

7
<PAGE>

demand for recently introduced technologies
is highly uncertain, and we can therefore not be sure that our online golf
business will grow as we expect.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY COMPETITION FOR ONLINE GOLF
PRODUCTS. There are numerous Internet websites which offer interactive golf
games online. Some of these websites offer golf games using the same Links LS
software from Access Software that we use. To our knowledge, however, no other
competitor is focusing solely on creating a full-scale online golf tour and
supplemental online golf community that emulates the feelings and emotions
associated with the PGA Tour, and where players can actually play for
substantial cash purses. We have identified two Internet websites which we
consider to be our closest competition: Mplayer.com and Golfcom.com. The level
of competition is likely to increase as current competitors increase the
sophistication and scope of their websites and as new participants enter the
marketplace. Many of our current and potential competitors have longer
operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources than we do and
may enter into strategic or commercial relationships with larger, more
established and well-financed companies. Certain of our competitors may be able
to enter into such strategic or commercial relationships on more favorable
terms. In addition, new technologies and the expansion of existing technologies
may increase competitive pressures on us. Increased competition may result in
reduced operating margins and loss of market share.

SEASONAL FACTORS MAY ADVERSELY AFFECT OUR OPERATING RESULTS. Because the
actual game of golf is played primarily in warm weather, it is possible that
interest in our online game will be stronger during the golf "season,"
particularly during golf's major tournaments. We have not been in operation
long enough to know the extent of this seasonal impact. It is possible that
seasonality of our business may cause our revenue and operating results to
fluctuate, and we may not be able to generate sufficient revenue in certain
quarters to offset expenses.

RISKS RELATED TO THE INTERNET INDUSTRY.

THE INTERNET MAY NOT REMAIN A VIABLE COMMERCIAL MARKET WHICH WOULD MAKE
REVENUES FROM OUR PRO SHOP AND OTHER E-COMMERCE COMPONENTS LESS LIKELY TO
DEVELOP. Our ability to generate revenues is substantially dependent upon
continued growth in the use of the Internet and the infrastructure for providing
Internet access and carrying Internet traffic. We don't know if the necessary
infrastructure or complementary products will be developed or that the Internet
will prove to be a viable commercial marketplace. To the extent that the
Internet continues to experience significant growth in the level of use and the
number of users, we cannot be sure that the infrastructure of the internet will
continue to be able to support the demands placed upon it by such potential
growth. In addition, delays in the development or adoption of new standards or
protocols required to handle levels of Internet activity, or increased
governmental regulation may restrict the growth of the Internet. If the
necessary infrastructure or complementary products and services are not
developed or if the Internet does not become a viable commercial marketplace,
our business, operating results and financial condition would be harmed.

8
<PAGE>

OUR BUSINESS MAY BE HARMED BY THE SECURITY RISKS RELATED TO INTERNET
COMMERCE. A significant barrier to online shopping, and to submission of
personal data required to enter our tournaments, is the secure transmission of
confidential information over public networks. Internet companies rely on
encryption and authentication technology to provide the security and
authentication necessary to effect secure transmission of confidential
information. There can be no assurance that advances in computer capabilities,
new discoveries in the field of cryptography or other developments will not
result in a compromise or breach of the algorithms used by companies to protect
consumer's transaction data. If any such compromise of this security were to
occur, it could have a material adverse effect on our potential clients,
business, prospects, financial condition and results of operations. A party who
is able to circumvent security measures could misappropriate proprietary
information or cause interruptions in operations. We may be required to expend
significant capital and other resources to protect against such security
breaches or to alleviate problems caused by such breaches. Concerns over the
security of transactions conducted on the Internet and the privacy of users may
also hinder the growth of online services generally. To the extent that our
activities or third-party contractors involve the storage and transmission of
proprietary information, such as credit card numbers, or personal data
information, security breaches could damage our reputation and expose us to a
risk of loss or litigation and possible liability. We cannot be sure that our
security measures will not prevent security breaches or that failure to prevent
such security breaches will not have a material adverse effect on our business.

FORWARD LOOKING STATEMENTS. Except for historical information, the
discussion in this registration statement contains some forward-looking
statements that involve risks and uncertainties. These statements may refer to
the Company's future plans, objectives, expectations and intentions. These
statements may be identified by the use of the words such as "expect,"
"anticipate," "believe," "intend," "plan" and similar expressions. The Company's
actual results could differ materially from those anticipated in such
forward-looking statements.

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<PAGE>

PRICE RANGE OF SECURITIES

The following table sets forth the high and low prices for shares of our
common stock for the periods noted, as reported by the National Daily Quotation
Service and the Over-The-Counter Bulletin Board. At the date of this
Prospectus, our stock is not publicly traded on the over-the-counter bulletin
board. Quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions. Prior to May
18, 1999, our common stock was listed under the symbol "CHMV", although there
were no prices posted and no trading of our common stock during the previous two
years. Effective on May 18, 1999, the trading symbol for the Company's Common
Stock changed to IGAT. Quotations and pricing for our stock may now be found on
the "pink sheets."

On October 8, 1999 our stock was removed from trading on the
over-the-counter bulletin board because we were not in compliance with NASD's
requirement that we be fully publicly reporting. This registration statement is
intended to get us compliant with those requirements. Upon effectiveness of the
registration statement for this Offering, we will seek reinstatement of trading
on the over-the-counter bulletin board. We cannot be sure that trading will be
reestablished.

<TABLE>
<CAPTION>
BID PRICES
YEAR PERIOD HIGH LOW
- ------------- ------ ---- ----
<S> <C> <C> <C>

1999 First Quarter N/A N/A
Second Quarter (from May 28) 1.88 1.21
Third Quarter 1.92 1.25
Fourth Quarter (through Dec. 8) 1.25 1.25

1998 First Quarter N/A N/A
Second Quarter N/A N/A
Third Quarter N/A N/A
Fourth Quarter N/A N/A
</TABLE>

The number of beneficial holders of record of the Common Stock of the
company as of the close of business on November 30, 1999 was approximately 797.
Many of the shares of the Company's Common Stock are held in "street name" and
consequently reflect numerous additional beneficial owners.

DIVIDEND POLICY

We have never paid any cash dividends on our common stock and do not
anticipate paying any cash dividends on our common stock in the future.
Instead, we intend to retain future earnings, if any, to fund the development
and growth of our business.

10
<PAGE>

DILUTION

The difference between the public offering price per share of Common Stock
and the net tangible book value per share of Common Stock after this Offering
constitutes the dilution to investors in Shares we are offering to the public in
this Offering. The Company has already realized the dilution from the Shares
registered for selling securityholders. Net tangible book value per share is
determined by dividing the net tangible book value (total assets less intangible
assets and total liabilities) by the number of outstanding shares of Common
Stock. The dilution calculations we have set forth in this section reflect an
offering price of $1.00 per share.

As of September 30, 1999, the Company had a net tangible book deficit of
($10.238) or ($.0003) per share of issued and outstanding Common Stock. After
giving effect to the sale of the Shares proposed to be offered in the minimum
offering of 600,000 shares, the net tangible book value at that date would have
been $469,762 or $.0146 per share. If we are able to sell all of the 3,000,000
Shares in the maximum offering, the net tangible book value at that date would
have been $2,629,762 or $0.0765 per share. This represents an immediate
increase in net tangible book value of $0.0768 per share to existing
stockholders and an immediate dilution of $0.9235 per share to new investors.

The following table illustrates such per share dilution:

Proposed public offering price (per share). . . . . $1.00
Net tangible book value per share at
September 30, 1999 . . . . . . ($.0003)
Increase in net tangible book value per
share attributable to the proceeds
of the Minimum Offering . . . . . . $0.0149
-------
Additional Increase in net tangible book
value per share attributable to
the proceeds of the
Maximum Offering . . . . . . . $0.0619
-------
Pro forma net tangible book value per share after
the Offering . . . . . . . . . . . . . . . . . . . $0.0765
-------

Dilution to new investors . . . . . . . . . $0.9235
==========

11
<PAGE>

The following table sets forth on a pro forma basis at September 30, 1999,
the differences between existing stockholders and new investors with respect to
the number of shares of Common Stock purchased from the Company, the total
consideration paid to the Company and the average price paid per share (assuming
a proposed public offering price of $1.00 per share).

<S> <C> <C> <C>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
---------------- ------------------- PRICE PER
SHARE
PERCENT ---------
---------

Stockholders 31,359,585 91.3% $ 616,250 17.0% $0.02
=====
New investors 3,000,000 8.7% 3,000,000 83.0% $1.00
---------------- ------ ------------- ----- =====
Total 34,359,585 100% $ 3,616,250 100%
============ ======== ============= ======
</TABLE>

12
<PAGE>

USE OF PROCEEDS

The Company does not realize any proceeds from the sale of the Shares by
the Selling Securityholders. The Company has already received and is utilizing
the proceeds received from those Shares sold in private placements in its
business and marketing.

If Triton Private Equities Fund L.P. were to convert its convertible note
today and sell the approximately 258,900 shares of common stock resulting
thereby at a recent market price ($1.25 per share), they would obtain
approximately $323,625 in proceeds. If Bridgewater Capital Corporation were
able to sell their 750,000 shares currently owned on the open market at that
recent price, they would obtain approximately $937,500 for that sale. If MRC
Legal Services Corporation and its employees were able to sell all 91,290 shares
held by them at that price, they would obtain approximately $114,112 for those
sales. Since our trading market is presently on the "pink sheets" and since our
market may be volatile, those amounts could substantially increase or decrease,
or may not be available at all for those selling shareholders.

The net proceeds to the Company (assuming an offering price of $1.00 per
Share, potential sales commission of up to 10% of the gross proceeds, and
estimated legal, accounting and other miscellaneous expenses of $60,000) from
the sale of the Shares which we intend to offer to new investors would be a
minimum of $480,000 and a maximum of $2,640,000.

These proceeds would be received from time to time as sales of these Shares
are made by us. As set forth in the following table, we will use those proceeds
primarily for advertising, our operations and working capital, but if we are
able to sell sufficient shares, we will also use a portion of those proceeds to
increase some executive salaries. Our marketing plans anticipate the use of a
combination of print, television, radio and sponsorship of golf related events.
We intend to use the proceeds with the following priorities:

<TABLE>
<CAPTION>
<S> <C> <C>
Minimum Offering Maximum Offering
----------------- ------------------

Description of Use Amount Percent Amount Percent
- ------------------- -------- ------- -------- -------

Marketing $410,000 85.4% $2,010,000 76.1%
Working Capital and Operations $70,000 14.6% $ 390,000 14.8%
Executive Salary Increases - 0.0% $ 240,000 9.1%

TOTAL $480,000 100% $2,640,000 100%
========= ====== ============ ====

</TABLE>

13
<PAGE>

Our allocation of proceeds represents our best estimate based upon expected
sale of shares, the requirements of our business and our ongoing business and
marketing plan. If any of these factors change, we may reallocate some of the
net proceeds within or to different categories. If we are able to sell the
maximum shares, we believe that the funds generated by this Offering, together
with current resources and expected revenues, would be sufficient to fund our
cash requirements, working capital and other capital requirements until the
first quarter of 2001. The portion of the any net proceeds not immediately
required will be invested in U.S. government securities, certificates of deposit
or similar short-term interest bearing instruments.

In the event both Triton Private Equities Fund, L.P. and Bridgewater
Capital Corporation were to exercise the warrants held by them, we would receive
a total of $3,386,250 in additional gross proceeds from the exercise price. If
we receive those proceeds, we intend to use them for marketing our website.

14
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains certain forward-looking statements that
are subject to business and economic risks and uncertainties, and the Company's
actual results could differ materially from those forward-looking statements.
The following discussion regarding the financial statements of the Company
should be read in conjunction with the financial statements and notes thereto.

OVERVIEW

The Company organizes and conducts interactive golf tournaments on the
Internet. Through our web site, which became operational in May 1999 and which
is located at www.IGALinks.com, persons interested in participating can become a
-----------------
member of the Internet Golf Association, also called the IGA. Once a member,
participants can enroll in one or more virtual golf tournaments and, if their
score is good enough relative to other members playing in the same tournament,
potentially win cash prizes. To date we have held two test tournaments on our
web site.

On February 4, 1999, our founders formed Internet Golf Association, Inc. in
the State of Nevada for the purpose of organizing and hosting Internet based,
interactive golf tournaments. On May 7, 1999, Internet Golf Association, Inc.
was acquired by another Nevada corporation named Champion Ventures, Inc.
Champion had previously been in several different industries, most recently
mining, but had no significant operations for the three years prior to their
acquisition of us. Immediately following the transaction, our founders owned a
majority of the outstanding stock of Champion, and thus had control of Champion.
For accounting purposes we recorded the transaction as a reverse acquisition
whereby Internet Golf Association, Inc. was treated as having acquired Champion.
Following the transaction, Champion changed its name to Internet Golf
Association, Inc., and the former Internet Golf Association, which is now a
wholly-owned subsidiary of Champion, changed its name to IGAT, Inc.

The material steps in the organization and development of our business
during the next twelve months (assuming receipt of adequate funding) include the
following:

0 Complete the functionality of our web site;
0 Form new strategic alliances in the golf industry to enhance our golf
portal and improve our name recognition in the golf industry;
0 Develop and subsequently increase our advertising revenues; and
0 Increase IGA memberships.

These steps involve substantial risk to our business, including those we
set out in our "Risk Factors" section. The biggest risks to our Company's
success involve the potential inability to generate sufficient members for our
site which would make generation of advertising revenues difficult or
impossible.

15
<PAGE>

RESULTS OF OPERATIONS

The Company has been in its development stage since its inception on
February 4, 1999. As a result, there are no corresponding results for the
period ended September 30, 1998 for comparison purposes. Through September 30,
1999, the Company has generated no sales or related costs of sales.

Operating costs for the period ended September 30, 1999 were $940,710 and
consisted primarily of advertising and related costs, payroll and general and
administrative expenses. The net loss for the period ended September 30, 1999
was $942,692.

FINANCIAL CONDITION

Our financial statements include an auditor's report containing a
modification regarding an uncertainty about our ability to continue as a going
concern. Our financial statements also include an accumulated deficit of
$942,692 as of September 30, 1999 and other indications of weakness in our
present financial position. We are consequently deemed by state securities
regulators to presently be in unsound financial condition. No person should
invest in this offering unless they can afford to lose their entire investment.

As of September 30, 1999, the Company had assets of $237,147, consisting
primarily of cash of $168,771, inventories of $22,705, and property, plant and
equipment of $32,430. If we are unable to obtain additional funding, our cash
needs could be met from existing resources through January 2000. If we are
successful in selling the maximum amount of stock in this Offering, our cash
needs would be met through the first quarter of 2001. If we are unable to sell
the stock in this Offering, we would be required to seek alternative financing
to remain in business. That financing could include equity or debt offerings.
If equity, that financing could be substantially dilutive to our shareholders.
If debt, it could be on terms which may be extremely expensive to the Company.
We have not made any arrangements for any such financings other than in this
Offering.

Liabilities consist of accounts payable and accrued expenses of $147,385
and a long term convertible note net of amortization of $100,000. We anticipate
that the holder of the convertible note will convert it to common stock upon
effectiveness of this offering.

Stockholders' deficit consists of common stock of $31,360 (31,359,585
shares at $0.001 par value), and additional paid-in capital of $901,094, offset
by an accumulated deficit from the current period loss of $942,692.

LIQUIDITY AND CAPITAL RESOURCES

To date the Company has financed its operations through the sale of
securities in private placements to investors, which to date have totaled
$616,250 in gross proceeds to the Company.

16
<PAGE>

The Company had cash of $168,771 as of September 30, 1999.

For the period ended September 30, 1999, the Company used cash of $599,277
for operations, used cash of $170,248 for investing activities, (primarily for
cash paid for a transaction cost of $125,000 and property plant and equipment
purchases of $35,248), and was provided cash of $678,296 from financing
activities (from the proceeds of stock sold of $616,250, net of related costs of
$137,954, a proceeds from a convertible note of $200,000).

The Company presently has no outstanding commitments for material capital
expenditures.

YEAR 2000 DISCLOSURE

The Company has completed a review of its computer systems to identify all
software applications and hardware that could be affected by the inability of
many existing computer systems to process time-sensitive data accurately beyond
the year 1999, referred to as the Year 2000 or Y2K issue. The Company is
dependent on third-party computer systems and applications, particularly with
respect to such critical tasks as the operation of its Web site. The Company
also relies on its own computer systems. As a result of its review, the Company
has discovered no problems with its computer systems relating to the Y2K issue.
Although the Company believes that its computer systems are Y2K compliant, the
Company is continuing to monitor its computer systems in a continual effort to
insure that its systems are Y2K compliant. The Company has not obtained written
assurances from its major suppliers and the developers of its web site
indicating that they have completed a review of their respective computer
systems and that such systems are Y2K compliant. Costs associated with the
Company's review were not material to its results of operations.

While the Company believes that its procedures have been designed to be
successful, because of the complexity of the Y2K issue and the interdependence
of organizations using computer systems, there can be no assurances that the
Company's efforts, or those of third parties with whom the Company interacts,
have fully resolved all possible Y2K issues. Failure to satisfactorily address
the Y2K issue could have a material adverse effect on the Company. The most
likely worst case Y2K scenario which management has identified to date is that,
due to unanticipated Y2K compliance problems, the Company's Web site may not
function at all or not function as expected, and that the Company may be unable
to bill its customers, in full or in part, for services used. Should this
occur, it would result in a material loss of some or all gross revenue to the
Company for an indeterminable amount of time, which could cause the Company to
cease operations. The Company has not yet developed a contingency plan to
address this worse case Y2K scenario, and does not intend to develop such a plan
in the future.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is not exposed to material risk based on interest rate
fluctuation, exchange rate fluctuation, or commodity price fluctuation.

17
<PAGE>

MATERIAL CONTRACTS

The Company is presently a party of the following contracts and agreements
which will impact on its financial operations and results:

On April 28, 1999, we entered into a $25,000 consulting agreement with the
Rhodes Group that required us to pay $18,750 in cash and upon completion, the
remaining amount of $6,250 is to be paid in cash or in common stock with a
market value of $15,000 at 50% of the current market price. We elected to pay
the remaining amount in stock.

On April 29, 1999, we entered into a financial services agreement with
Bridgewater Capital Group, our financial and management consulting firm. The
agreement extends for six months with an additional automatic six-month renewal
period unless terminated by either party. In exchange for various financial
services, we agreed to provide the following consideration: monthly payments of
$5,000; a common stock grant equal to 2.5 percent of our outstanding common
shares as of the close of trading on the opening day (May 20, 1998), totaling
760,740 shares; warrants to purchase 1,800,000 shares of the Company's common
stock at $1.67 per share, exercisable through April 2004 and other fees for
certain transactions as discussed in the agreement.

On May 19, 1999, we entered into a finder's fee agreement with Internet
Golf Advertising, Inc., a related party, that requires us to pay up to 10% of
the amount of capital raised by them under certain circumstances as a finder's
fee. We also entered into a marketing agreement on June 1, 1999 with Internet
Golf Advertising, Inc. which requires us to pay $10 per membership to them for
every membership they assist in selling. This agreement can be terminated with
30 days' notice.

On June 1, 1999, we entered into an agreement with Interwest Associates,
that required us to issue 30,000 shares of our restricted common stock per month
for the two-month term of the agreement for services rendered. These services
related to financial public relations.

We entered into a marketing agreement on July 1, 1999 with Instant Digital
Printing. Pursuant to the agreement, we have agreed to issue 30,000 shares of
our restricted common stock. The agreement expires on December 31, 1999, unless
we renew it.

Effective July 1, 1999, we entered into a marketing agreement with Bulldog
Drummond for an initial period of 12 months. Unless terminated by either party
upon 90 days prior written notice, this contract will automatically extend for
two successive 12-month periods. Either party can terminate this agreement at
any time upon 90 days prior written notice. We are committed to a $12,000
monthly payment as well as the issuance of 60,000 stock options for our
restricted common stock at an exercise price equal to the fair market value at
the date of grant. The options vest at 30,000 per year starting from the
effective date of the agreement. The unvested options will be cancelled upon
termination of the agreement by either party.

18
<PAGE>

We entered into a marketing agreement with PMR & Associates for an initial
six-month term on August 3, 1999. Pursuant to the agreement, we agreed to issue
45,000 shares of our restricted common stock as a retainer and are required to
pay 10% in cash of all monies raised under the terms of this agreement (a 30%
premium charged if compensation is in stock).

We entered into a consulting agreement on September 17, 1999 with Innova
Communications. Pursuant to the agreement, we agreed to issue 15,000 shares of
our restricted common stock. We may be required to issue options to purchase
additional shares of our restricted common stock if the agreement is extended.
The agreement, which expires on January 2, 2000, also requires us to pay $2,000
per month beginning in October 1999.

19
<PAGE>

BUSINESS OF THE COMPANY

COMPANY OVERVIEW

Our tournaments are patterned after the Professional Golf Association, or
PGA, tour. Commencing in January 2000, we intend to host two tournaments per
month, with major tournaments scheduled to coincide with the four major PGA
tournaments (i.e., Masters, British Open, U.S. Open and PGA Championship). Our
first test tournament, which was free to all participants, was held from August
7, 1999 through August 10, 1999. We held a second test tournament in September
1999. In the future, we intend to charge each participant an entry fee, which
we expect to be between five and ten dollars. We have not signed up many
members until we are able to roll out the advertising with the completed web
site. We had ten players in each of the two test tournaments.

Once entered into a tournament, each participant will play in one or more
qualifying rounds of that tournament, where a certain number of players will be
eliminated so that only the top participants will advance to the championship
rounds. Eventually, the winners will be awarded cash prizes of varying amounts
depending on the number of entrants. In order to attract serious competition,
we intend to offer a minimum of $10,000 in total cash prizes for each
tournament. Throughout each tournament, our web site will have a Leader Board
where all participants can compare their scores with other competitors and view
their relative position in that tournament.

Participants in our tournaments will play using Links LS, a golf-simulation
game created by Access Software. We have been given a license by Access
Software to use their game for our tournaments. That license provides that we
may use the Links Tour "launcher" which permits us to interconnect their
golf-simulation game with our tournaments on a royalty free basis so long as we
keep their confidential information private. Over 3,000,000 people world-wide
already have the Links LS game software, and those that don't can purchase it
through our web site. The Links LS software is, in our opinion, the most
advanced golf gaming software available because of its graphics and sound
capabilities. The software re-creates actual golf courses all over the world,
including (among many others) St. Andrews in Scotland, Kapalula in Hawaii, and
Pebble Beach in California. We have been given permission by Access Software to
re-engineer the Links LS software to function over the Internet in our
tournaments. By doing so, we can track, monitor, update and store data in
real-time while handling thousands of simultaneous participants. Tournament
participants can play while online, or they can play their round of golf
off-line at their convenience, and then go online to transmit their scores to
our tournament headquarters and thus be added to the Leader Board.

20
<PAGE>

Through our competitive tournament format, we believe that we can attract a
large number of golf enthusiasts to our site who will return again and again.

It is our intention to make the IGALinks tournaments as much like a real
golf tournament as possible. In addition to the Leader Board, we will have an
IGA Pro Shop located on the Web site where members and others can make purchases
from a large selection of golf equipment and golf related items. It is our
intention that the pro shop will become a destination site for golfers
interested in buying golf equipment and other golf related merchandise. We have
entered into an agreement with International Golf Outlet, Inc./Sportsline USA,
Inc. to host the pro shop. Under the terms of this agreement Internet Golf
Association will receive 8% of net sales generated in the IGA Pro Shop.

ORGANIZATIONAL HISTORY

The founders of Internet Golf Association agreed to be acquired by Champion
because Champion was a public company whose common stock was listed for trading
on the over-the-counter bulletin board. As a public company, we felt that it
would be easier to raise the money necessary to carry out our business plan. On
October 8, 1999, our stock ceased trading on the over-the-counter bulletin board
because we had not completed our public filings. We intend to seek to get our
stock trading on the over-the-counter bulletin board when the registration
statement we filed for this Offering is effective.

Immediately prior to the acquisition, Champion had 4,716,000 shares of
common stock outstanding. As part of the acquisition, and in exchange for all
of the outstanding common stock of Internet Golf Association, Champion issued
25,500,000 shares to our founders and certain advisors who helped us throughout
the transaction. Therefore, on May 7, 1999, immediately following the
acquisition transaction, we had 30,216,000 shares of common stock outstanding,
and no shares of preferred stock outstanding.

21
<PAGE>

INDUSTRY BACKGROUND

Our concept is based on a combination of two major market segments, the
Internet and the golf industry.

The Internet

Commercialization of the Internet began in the mid-1980's, with e-mail
providing the primary means of communication. However, it was the Internet's
World Wide Web (herein called the "Web"), which provided a means to link text
and pictures, that led to the blossoming of e-commerce and sparked the explosive
growth of the Internet in the 1990's. Today, millions of people in more than
130 countries send and receive information, purchase products and services, and
play interactive games through the Internet. The potential of such a large and
still-growing market has led many business analysts to consider e-commerce as
the supreme opportunity of our time, as reflected by the following estimates:

- -International Data Corporation, a market research firm, estimates that the
number of Web users will grow from approximately 97 million worldwide in 1998 to
approximately 320 million worldwide by the end of 2002, with corresponding
increases in subscription revenues, advertising revenues, and transaction
revenues;

- -Internet-related products and services will generate $354.2 billion in revenue
in 2001, according to Forrester Research, a market research firm; and

- -Content, the information that people access on the Internet, is estimated by
Hambrecht and Quist, a leading investment banking firm, to reach a projected $10
billion in revenues by the year 2000.

The Golf Industry

Since 1950, the number of golfers in the United States has grown by more
than 700%. Since 1986, this growth has intensified, with industry revenues
increasing by an estimated 7.5% per year. In fact, golf has grown faster than
motion pictures, financial services, hotels, and communications, all of which
are generally considered fast growing industries.

Today, with both television and general media exposure of golf steadily
increasing, the public's awareness of golf is at an all-time high. The National
Golf Foundation estimated that more than 25 million Americans (or approximately
12% of the United States population) are currently active in golf, with an
estimated 41 million non-golfers interested in trying the game. With
participation rates exploding and related spending dramatically increasing, golf
has become a multi-billion dollar industry that attracts participants across a
diverse cross-section of society.

22
<PAGE>
SOURCES OF INCOME

We expect to be able to generate income from four primary sources:

- - Membership fees paid by members;

- - Entry fees for each tournament;

- - Revenue sharing from the sale of products through our Pro Shop, and

- - Advertising revenues from those who place advertisements on our Web
site and sponsor one or more tournaments or other events.

MEMBERSHIP IN THE INTERNET GOLF ASSOCIATION

We currently offer three different membership packages, ranging in price
from $49 to $149 per year. The Basic Charter membership, priced at $49,
includes:

- - An official IGA membership card and PIN number, which enables members to
access up to 24 IGA tournaments per year (the first tournament is free,
the others require an entry fee);

- - IGA Tour proprietary software;

- - A Golfers Diary (TM) Reference CD, which tracks and maintains handicaps
and provides valuable information about the PGA Tour (and other
professional golf tours), as well as facts about a multitude of acclaimed
golf courses throughout the world;

- - Discounts at more than 1,800 golf courses throughout the world through
the National Golfers Network (TM);

- - The Golfers Daily Deluxe Screen Saver; and

- - A subscription to the IGA quarterly newsletter, which will be sent via
e-mail to all members and includes IGA updates, PGA Tour information,
special product discounts and offers, and other value-added information.

For $79, IGA members receive all of the items included in the Basic Charter
membership, plus the Links LS software (which is required to participate in the
tournaments). Finally, for $149, members receive all of the items included in
the Basic Charter membership, the Links LS software, and an additional 20 Links
LS championship golf courses not included in the basic software.

23
<PAGE>

IGA TOURNAMENTS

Each tournament will have three different levels of competition.

- -Championship Level. The championship level is for those golfers who have
achieved the highest level of skill playing Links LS. The championship level
will be played from the championship tees, on the most difficult greens, and
under the most adverse weather conditions. Specific game skills such as the
3-click swing for tee shots, judging the position of the lie and the slope of
the green, and chipping are all the most difficult at the championship level.
The championship level prize purse will represent 50% of the total tournament
purse for each tournament.

- -Professional Level. The professional level is for those golfers who have
achieved a moderately advanced level of playing Links LS. The professional
level will be played from the professional tees, more difficult greens, and
under moderate weather conditions. The snap of the swing, the slope of the
green, and the precision required in putting is more difficult than the amateur
level, but does not require the same precision as the championship level. The
professional level prize purse will represent 30% of the total tournament purse
for each tournament.

- -Amateur Level. The amateur level is for golfer just beginning to learn Links
LS. The amateur level will be played from the amateur tees, on soft greens, and
under mild weather conditions. The amateur level prize purse will represent 20%
of the total tournament purse for each tournament.

- -Junior Tournaments. We will not allow competitors under the age of 18 to
compete for cash prizes on the IGA Tour, but we will allow them to visit the
site and participate in free tournaments offering a modest gift prize to
winners.

IGA LINKS PRO SHOP

OTHER ONLINE SERVICES

In addition to the Pro Shop and the Leader Board, our web site offers many
other services to our members and visitors.

24
<PAGE>

- -The Clubhouse. The Clubhouse is an online chat room where visitors to the Web
site, members, tournament participants and others can converse with each other
online and share information about us, our tournaments, and any other golf
related topics. This is designed to be a significant center of activity for the
IGA because of its informal and interactive format.

- -Message Boards. IGA members will have a forum for posting notices, voicing
their opinion, and providing feedback on our tournaments, products, and
services.

- -The IGA Commissioners Office. During the course of each tournament, the
Commissioners Office will be responsible for developing, enforcing, and
interpreting the tournament rules, as well as settling all disputes between
participants.

- -The Leader Board. Throughout each tournament, the Leader Board will be updated
in real-time to reflect the status of all participants in any ongoing
tournament, and will provide historical data from previous tournaments.

- -Ask the Pro. In this area, participants in our tournaments can ask for tips
and help concerning their skills on Links LS, with responses provided by other
members and/or a designated "Links Pro". In addition, golfers can ask for tips
and help on their real golf games, with responses provided from actual
professional golfers which we will provide. Finally, scores from real golf
tournaments going on throughout the world will be available for viewing.

- -The Newsroom. Members can read updated news releases concerning our company,
the IGA Tour, the PGA Tour, and other golf-related and relevant items.

ATTRACTING MEMBERS AND TRAFFIC TO OUR WEB SITE

We will attract members by using general media, telemarketing, and
Internet-based marketing strategies that are already in use and have proven
success rates, including revenue-sharing online advertising campaigns with other
websites that currently attract a large number of golf and interactive game
enthusiasts. Visitors to our Web site will have an initial free trial period to
use some of our features, purchase products from our Pro Shop, and play a few
golf holes. Once a visitor becomes a member, they will receive periodic e-mail
messages that will provide information regarding upcoming tournaments and other
news related to the Web site, plus special promotions, online "coupons", and
other membership benefits (e.g., a quarterly newsletter).

We intend to attract traffic to our website via three major sources:

- -Internet Golf Advertising Corp. We have contracted with Internet Golf
Advertising Corp., a telemarketing company specializing in reaching target
consumers and generating sales pertaining to online products and services.
Internet Golf Advertising Corp. owns a substantial portion of our

25
<PAGE>

common stock
since they were a founder of our Company. Leads will be generated via direct
mail, outbound telemarketing campaigns, proven Internet-based marketing
techniques, and responses to advertisements on the radio and other general media
outlets. Our Agreement with Internet Golf Advertising Corp. provides that we
will pay them $10 for each membership generated as a result of their efforts as
well as reimburse them for their reasonable expenses. In addition, we agreed to
pay Internet Golf Advertising Corp. a fee of 8% of any ad agency fee paid to or
applied for our benefit.

- -Access Software. We have a license from Access Software to use their Links LS
interactive golf game for our tournaments.

- -IGA Pro Shop. We anticipate that co-marketing efforts with International Golf
Outlet, Inc./Sportsline USA, Inc. will be undertaken, including links between
web sites and other forms of general media advertising.

COMPETITION

There are numerous Internet websites which offer interactive golf games
online. Some of these websites offer golf games using the same Links LS
software from Access Software that we use. To our knowledge, however, no other
competitor is focusing solely on creating a full-scale online golf tour and
supplemental online golf community that emulates the feelings and emotions
associated with the PGA Tour, and where players can actually play for
substantial cash purses. We believe our game emulates the PGA Tour better than
our competitors because we offer a cash purse, we will have corporate
sponsorships of tournaments available, and we will have a qualifying round with
a "cut" just like on the PGA Tour. We have identified two Internet websites
which we consider to be our closest competition:

- - MPlayer.com
- - Golfcom.com

Unlike our competitors who are primarily game websites, we intend to create
an online community for all golf enthusiasts, one where people can obtain news
and information about every aspect of golf, real and simulated, in addition to
playing in our tournaments.

The level of competition is likely to increase as current competitors
increase the sophistication and scope of their websites and as new participants
enter the marketplace. Many of our current and potential competitors have
longer operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources that we do and
may enter into strategic or commercial relationships with larger, more
established and well-financed companies. Certain of our competitors may be able
to enter into such strategic or commercial relationships on more favorable
terms. In addition, new technologies and the expansion of existing technologies
may increase competitive pressures on us. Increased competition may result in
reduced operating margins and loss of market share.

26
<PAGE>

INTELLECTUAL PROPERTY

We regard our copyrights, service marks, trademarks, trade secrets and
similar intellectual property as critical to our success, and rely on trademark
and copyright law, trade secret protection and confidentiality and/or license
agreements with our employees, customers, partners and others to protect our
proprietary rights. We have no registered trademarks or service marks to date.
It may be possible for unauthorized third parties to copy certain portions of
our products or reverse engineer or obtain and use information that we regard as
proprietary. We have one trademark application pending in the United States.
We do not know whether this trademark will be granted or, that if granted, that
the mark will be challenged or invalidated. In addition, the laws of some
foreign countries do not protect proprietary rights to the same extent as do the
laws of the United States. There can be no assurance that our means of
protecting our proprietary rights in the United States or abroad will be
adequate.

Other parties have asserted and may assert, from time to time, infringement
claims against us. We may also 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 trademarks and other intellectual property rights of third
parties by us and our licensees, if any. For example, we recently received a
letter alleging that our name infringed the trade name of another company. Such
claims, even if not meritorious, could result in the expenditure of significant
financial and managerial resources.

GOVERNMENTAL REGULATION

Although there are currently few laws and regulations directly applicable
to the Internet and e-commerce, it is possible that a number of laws and
regulations may be adopted with respect to the Internet or e-commerce covering
issues such as user privacy, pricing, content, copyrights, distribution,
antitrust and characteristics and quality of products and services. Further,
the growth and development of the market for online games may prompt calls for
more stringent consumer protection laws that may impose additional burdens on
those companies conducting business online. The adoption of any additional laws
or regulations may impair the growth of the Internet or commercial online
services, which could, in turn, decrease the demand for our products and
services and increase our cost of doing business, or otherwise have a material
adverse effect on our business, operating results and financial condition.
Moreover, the applicability to the Internet of existing laws in various
jurisdictions governing issues such as property ownership, sales and other
taxes, libel and personal privacy is uncertain and may take years to resolve.
Any such new legislation or regulation, the application of laws and regulations
from jurisdictions whose laws do not currently apply to our business or the
application of existing laws and regulations to the Internet could have a
material adverse effect on our business, operating results and financial
condition.

We believe that our internet golf game is not subject to state or federal
regulation on gaming and/or gambling because our members must utilize skill to
win, much like in a regular professional golf tournament. We intend to closely
monitor applicable laws and regulations to assure that we comply with applicable
laws in that regard.

27
<PAGE>

RESEARCH AND DEVELOPMENT

We have not spent any measurable amount of time on research and development
activities.

EMPLOYEES

As of September 30, 1999, we had 5 full-time employees. None of our
employees is covered by any collective bargaining agreement. We believe that
our relations with our employees are good.

FACILITIES

Our principal executive offices are located at 24921 Dana Point Harbor
Drive, Suite 200, Dana Point, California 92629, which we occupy under a month to
month lease for $2,150.00 per month. That facility consists of 1,416 square
feet. We believe that if required we can lease the same or comparable offices
at approximately the same monthly rate. We are presently negotiating for an
extension of our existing lease and are also considering increasing the amount
of space which we may require at that location. Our present location is
suitable for our ongoing business.

28
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of our current directors
and executive officers, their principal offices and positions and the date each
such person became a director or executive officer of the Company. Our
executive officers are elected annually by the Board of Directors. Our
directors serve one year terms until their successors are elected. The
executive officers serve terms of one year or until their death, resignation or
removal by the Board of Directors. There are no family relationships between
any of the directors and executive officers. In addition, there was no
arrangement or understanding between any executive officer and any other person
pursuant to which any person was selected as an executive officer.

The directors and executive officers of the Company are as follows:

Name Age Positions
- ---- --- ---------

Vincent C. Castagnola 50 President, Chief Executive Officer,
Director

Phillip K. Roberts 42 Chairman of the Board, Chief Financial
Officer

Kirk J. Zamzow 50 Secretary, Chief Operating Officer, Director

Anthony Schatzlein 56 Director

Jack L. Holmes 71 Director

VINCENT C. CASTAGNOLA has had a successful track record in both the golf
industry and the insurance industry. For the past four years, Mr. Castagnola
has been the Managing Partner of Executive Golf Outings, LLC. Executive Golf
Outings was created by Mr. Castagnola in 1995 to partner with small, medium, and
large companies in orchestrating professionally coordinated Golf Events for
corporate employees, customers, and charity benefactors. Executive Golf Outings
has developed an excellent reputation in the golf industry and has partnered
with such Fortune 500 companies as Credit Suisse First Boston, Williams
Communications Solutions, Exodus Communications, Nortel Communications, and many
other organizations, and continues to grow each year. Before creating Executive
Golf Outings, Mr. Castagnola was CEO of Dana Harbor Insurance, a wholesale
homeowner specialty company for three years and President of Pacific Insurance
Wholesale Casualty Co. for 13 years. Mr. Castagnola has been a resident of Dana
Point for eight years and currently serves on the Board of Directors for Dana
Point Youth Baseball.

29
<PAGE>

PHILLIP K. ROBERTS, a founding member of the IGA, brings a highly
successful background in capital management, new product development, and
international marketing to the IGA team. Nominated by the Export Managers
Association of California in 1995 as SBA "Exporter of the Year," Mr. Roberts has
assisted dozens of small companies in introducing their products to the
international marketplace. Early in the 1980's, Mr. Roberts began his marketing
career for Arco Petroleum Products Company in San Francisco, California, by
transforming ARCO gasoline stations into the new, highly successful, AM/PM
convenience food store franchise. Today, Mr. Roberts has worked in over 20
countries and has established business relationships with many large public, as
well as small start-up, companies. Mr. Roberts has diplomas from Georgetown
University, the University of Paris (Sorbonne), and a certificate from the
Wharton Business School Executive Program "Building a Business Case." As a
member of the United States Golf Association, the International Network of Golf,
and Charter Member of the PGA Tour Partners Club, Mr. Roberts is actively
involved in the golf industry, presently consulting for a golf equipment
manufacturer. Mr. Roberts is now working to form strategic alliances with the
IGA and other golf and e-commerce related associations and businesses.

KIRK J. ZAMZOW has had an extensive career in management, development, and
marketing in the hospitality field. For the past ten years, Mr. Zamzow
developed a successful sports bar and restaurant which he owns in Southern
California. For the past year, Mr. Zamzow has been involved with Executive Golf
Outings, a successful golf company specializing in orchestrating golf
tournaments and customer golf outings for Fortune 500 companies. Before Mr.
Zamzow created his sports bar and restaurant, he held the position of Senior
Vice President, Operations, for HPI Management Co., a company based in Southern
California. HPI Management Co. owned and operated 38 hotels, motels,
restaurants, and apartment complexes. Mr. Zamzow was responsible for the total
operation of 14 such properties. He was also the President of Innkeepers
Marketing, a division of HPI Management. Innkeepers Marketing handled all the
marketing needs of the company-owned properties as well as the company's
toll-free reservation center. Mr. Zamzow has previously held management
positions with Associated Inns and Restaurants of America (AIRCOA) and the
Stouffers Corporation. Mr. Zamzow received his Associates Degree in Hotel
Management from Paul Smiths College in New York and a Bachelor of Science Degree
from the University of Massachusetts.

ANTHONY SCHATZLEIN became a director of the Company in December 1999.
Since December 1998, Mr. Schatzlein has been Executive Vice President of Bently
Price Associates, an international management consulting firm. Prior to joining
Bently Price, from October 1990 to November 1998, Mr. Schatzlein was founder and
President of Cellular 7 Corporation, a company which provides pre-paid cellular
service on an interconnect basis.

JACK L. HOLMES joined the Company as a director in December 1999. Mr.
Holmes has been retired for approximately 20 years and manages his real estate
investments. Before his retirement, Mr. Holmes was the Regional Sales Manager
for Suzuki, Yamaha and Honda where he established dealer networks and arranged
for financing and advertising. Mr. Holmes also undertook a similar role with
respect to Hobie Cat and Clipper Sailboats. Mr. Holmes owned and operated two
retail stores which he was able to sell at a profit.

30
<PAGE>

Disclosure of Commission Position on Indemnification for Securities Act
Liabilities

Our articles of incorporation limit the liability of directors to the
maximum extent permitted by Nevada law. This limitation of liability is subject
to exceptions including intentional misconduct, obtaining an improper personal
benefit and abdication or reckless disregard of director duties. Our articles
of incorporation and bylaws provide that we may indemnify its directors,
officer, employees and other agents to the fullest extent permitted by law. Our
bylaws also permit us to secure insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions in
such capacity, regardless of whether the bylaws would permit indemnification.
We currently do not have such an insurance policy.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

31
<PAGE>

EXECUTIVE COMPENSATION

Summary Compensation Table

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal year ended December 31, 1998
and the nine months ended September 30, 1999. Other than as set forth herein,
no executive officer's salary and bonus exceeded $100,000 in any of the
applicable years. The following information includes the dollar value of base
salaries, bonus awards, the number of stock options granted and certain other
compensation, if any, whether paid or deferred.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------------
Awards Payouts
------------- --------------
Securities
Other Annual Restricted Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Stock Awards Options Payouts ($) Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Position Year ($) ($) ($) ($) SARs(#) ($)

Vincent C. 1998 -0- -0- -0- -0- -0- -0- -0-
Castagnola (12/31)
(President, CEO)
1999 43,500 -0- -0- -0- -0- -0- -0-
(9/30)

Phillip K. 1998 -0- -0- -0- -0- -0- -0- -0-
Roberts (12/31)
CFO)
1999 21,133 -0- -0- -0- -0- -0- -0-
(9/30)

Kirk J. Zamzow 1998 -0- -0- -0- -0- -0- -0- -0-
(12/31)

1999 128,000 -0- -0- -0- -0- -0- -0-
(9/30)

</TABLE>

<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)

NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED EXERCISE OF
OPTIONS/SAR'S GRANTED TO EMPLOYEES IN FISCAL BASE PRICE
NAME (#) YEAR ($/Sh) EXPIRATION DATE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Vincent C. Castagnola 630,000 41% 0.67 May 7, 2009

Phillip K. Roberts 450,000 29% 0.67 May 7, 2009

Kirk J. Zamzow 450,000 29% 0.67 May 7, 2009

</TABLE>

32
<PAGE>

<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES Value of Unexercised
In-The-Money
Number of Unexercised Option/SARs At
Shares Securities Underlying FY-End ($)
Acquired On Value Options/SARs At FY-End Exercisable/Unexer-
Name Exercise (#) Realized ($) Exercisable/Unexercisable cisable
- ---- ----------- ------------- -------------------------- -------------------
<S> <C> <C> <C> <C>
Vincent C. Castagnola -0- -0- -0- --

Phillip K. Roberts -0- -0- -0- --

Kirk J. Zamzow -0- -0- -0- --

</TABLE>

None of the officers or directors of the Company have entered into
employment contracts.

Future Compensation

If we are successful in selling the maximum amount of stock offered in this
Offering, we intend to increase our annual officer compensation structure as
follows: Chief Executive Officer - $150,000; Chief Financial Officer - $125,000
and Executive Vice President-Marketing - $125,000.

Compensation of Directors

The Directors have not received any compensation for serving in such
capacity, and the Company does not currently contemplate compensating its
Directors in the future for serving in such capacity.

CERTAIN TRANSACTIONS

Effective May 7, 1999, Champion Ventures, Inc., a Nevada corporation
("Champion") acquired all of the outstanding common stock of Internet Golf
Association, Inc., a Nevada corporation ("Internet Golf") in a business
combination described as a "reverse acquisition." For accounting purposes, the
transaction has been treated as the acquisition of Champion (the Registrant) by
Internet Golf. As part of the transaction, Champion changed its name to
Internet Golf Association, Inc. ("IGA"), and Internet Golf changed its name to
IGAT, Inc. Immediately prior to the transaction, Champion had 4,716,000 shares
of Common Stock outstanding. As part of Champion's reorganization with Internet
Golf, Champion issued 24,647,970 shares of its Common Stock to the shareholders
of Internet Golf (all officers and directors of IGA) in exchange for 24,300,000
shares of Internet Golf cmmon sock. In addition, at the time of merger,
Champion issued 91,290 shares of common stock to MRC Legal Services Corporation,
counsel to Internet Golf, and 760,740 shares of common stock to Bridgewater
Capital Corporation, an advisor in the transaction.

33
<PAGE>

SELLING STOCKHOLDERS

The following tables provide certain information with respect to shares
offered by the Selling Stockholders:

<S> <C> <C> <C>
Selling Shareholder Shares for Sale Percent Before Offering Percent After Offering
- ------------------------------- --------------- ------------------------ -----------------------

Triton Private Equities Fund
Conversion of Note 526,500
Note Interest 84,210
Exercise of Warrant 375,000
---------------
Total 718,110 2.3% 2.1%

Bridgewater Capital Corporation
Shares already issued 750,000
Exercise of warrant 1,800,000
---------------
Total 2,550,000 7.8% 7.3%

MRC Legal Services Corporation
and employee Shares 91,290 0.3% 0.3%
</TABLE>

Shares Offered by Triton Private Equities Fund

The Triton Private Equities Fund, LP, an investor in the Company, is
offering up to 526,500 shares of Common Stock which Triton Private Equities Fund
can obtain by converting at a premium $333,333 principal amount of a Series
1999-A Eight Percent Convertible Note (the "Note") into common stock. Triton is
a privately held investment fund with numerous investors and managed by Jay
Tauschi. We sold a $333,333 face amount Note to Triton Private Equities Fund
for $200,000 in gross proceeds to the Company. We are using those proceeds to
market our Internet golf game and improve and finalize our web site. The Note
can be converted after 120 days from issuance (on or after December 20, 1999) at
a percentage of the lowest three days closing bid prices of our common stock in
the prior 20 trading days. If the Note was converted today, Triton Private
Equities Fund could obtain approximately 258,900 shares of common stock. From
day 120 to day 150, the percentage is 103%; from day 151 to day 180, the
percentage is 100%; from day 181 to day 210, the percentage is 97% and from day
211 forward, the percentage is 95%. The number of shares of common stock we are
registering to potentially give to Triton Private Equities Fund when they
convert the Note reflects the worst conversion ratio and a market price of our
stock of $0.67 (which we think is very conservative and not likely to occur).

The Note requires an interest payment of 8% per annum on the face amount,
which we may pay in cash or in free trading common stock at the option of
Triton. We are consequently also registering 84,210 shares of common stock
which we may use to pay the 8% interest payments on the Note through
its expiration (assuming a market price of our stock of $0.67) before it is
converted.

34
<PAGE>

In addition to the Note, Triton Private Equities Fund received warrants to
purchase 375,000 shares of our common stock at an exercise price of $1.83 per
share, exercisable until September 1, 2002. We are consequently registering
375,000 shares of common stock which Triton Private Equities Fund may obtain by
exercise of those warrants.

If Triton Private Equities Fund were to receive the maximum number of
shares on conversion (based on a market price of our stock of $0.67), the
maximum number of shares for payment of the 8% interest (based on a market price
of our stock of $0.67) and were to exercise all of their warrants, they would
own a total of 718,110 shares which would be approximately 2.3% of our issued
and outstanding common stock.

Employee Option Shares

We are registering for issuance to our employees upon the exercise of
options which are or may be issued under our Employee Stock Option Plan up to
3,000,000 shares of Common Stock. Our stock option plan provides that we can
issue up to 3,000,000 options exercisable at or above the market price of our
stock on the date of grant. Through the date of this Prospectus, we have issued
1,530,000 of those options. Of the issued options, 630,000 were issued to
Vincent C. Castagnola, our President and CEO; 450,000 were issued to Philip K.
Roberts our CFO and 450,000 were issued to Kirk J. Zamzow our Secretary and COO.
The presently issued options vest over five years and are exercisable at $.67
per share. While we presently have no immediate intention of issuing additional
options, we will issue new options to employees from time to time as incentive
compensation related to those employees duties and expectations. Although we
may issue options with any vesting schedule, our options are usually issued with
vesting over five years to properly incentivize our employees and minimize risks
to our shareholders. If all of the shares were issued, the employees would hold
as much as 14% of our issued and outstanding common stock solely through shares
obtained through those options. Of course, the Company would receive the cash
proceeds required for exercise of the options.

Bridgewater Capital Shares

We are registering for potential sale by Bridgewater Capital Corporation a
total of 750,000 shares of Common Stock. We are also registering for potential
sale by Bridgewater Capital Corporation an additional 1,800,000 shares of common
stock, which would be issued if Bridgewater Capital Corporation exercises a
warrant which they hold. The warrant is exercisable for $1.50 per share until
April 29, 2004. If the warrant is exercised, Bridgewater Capital would own
2,560,740 shares representing approximately 7.8% of our then issued and
outstanding common stock. We have engaged Bridgewater Capital Corporation to
assist with corporate opportunities and financial advise. Bridgewater Capital
Corporation is beneficially owned by Jack Thomsen, Urban Smedeby and Andre
Pechong.

35
<PAGE>
Cutler Shares

We are registering for potential sale by MRC Legal Services Corporation and
its employees a total of 91,290 shares of Common Stock. MRC Legal Services
Corporation does business as Cutler Law Group, which is our legal counsel. The
sole beneficial owner of MRC Legal Services Corporation is M. Richard Cutler.
We issued these shares to Cutler Law Group in consideration for legal services.
The Cutler Law Group shares were issued as follows:

MRC Legal Services Corporation 74,790 shares
Brian A. Lebrecht 6,000 shares
Vi Bui 4,500 shares
Stephanie Crumpler 3,000 shares
Jaime Ceniceros 3,000 shares

This Prospectus relates to the potential sale by the Selling
Securityholders of the securities described above. These shares of common
stock may be sold as set forth under "Plan of Distribution." The securities
offered by this Prospectus by the Selling Stockholders may be offered from time
to time by the Selling Stockholders named below or their nominees, and this
Prospectus will be required to be delivered by persons who may be deemed to be
underwriters in connection with the offer or sale of such securities. No
Selling Stockholder has had any position, office or other material relationship
with the Company since its inception, except that (i) shares issued in
connection with the Employee Stock Option Plan are held by employees, officers
and directors as set forth above and (ii) Cutler Law Group is legal counsel for
the Company.

36
<PAGE>
PLAN OF DISTRIBUTION

The Company intends to offer up to 3,000,000 shares at a price of $1.00 per
share to potential investors by officers and directors of the Company, as well
as broker/dealers licensed by the National Association of Securities Dealers,
Inc. and possibly certain finders. The Company does not presently have an
underwriter for these shares.

We will only receive proceeds of this Offering in the event a minimum of
$600,000 is raised. Prior to receipt of that minimum amount, investors funds
will be placed in an interest-bearing trust account. If we are unable to reach
this minimum by March 31, 2000, investors funds will be returned. While we
presently do not anticipate that they will do so, it is possible that officers,
directors or other promoters of the Company may purchase shares at the Offering
price for the purpose of meeting this impound requirement.

We will only sell the common stock to be sold by the Company to potential
investors who meet the following minimum suitability requirements: (a) A
minimum annual gross income of $65,000 and a minimum net worth of $65,000,
exclusive of automobile, home and home furnishings, or (b) A minimum net worth
of $150,000, exclusive of automobile, home and home furnishings.

Our officers and directors intend to seek to sell the common stock to be
sold by the Company in this Offering by contacting persons with whom they have
had prior contact who have expressed interest in the Company, and by seeking
additional persons who may have interest through various methods such as mail,
telephone and email. The Company does not intend to offer the securities over
the internet or through general solicitation or advertising.

All securities referenced above under "Selling Stockholders" will be
offered by the Selling Stockholders from time to time on the Nasdaq
over-the-counter market, in privately negotiated sales or on other markets. The
Company believes that virtually all of such sales will occur on the Nasdaq
over-the-counter market in transactions at prevailing market rates. Any
securities sold in brokerage transactions will involve customary brokers'
commissions. No underwriters will participate in any such sales on behalf of
the Selling Stockholders.

None of the Selling Securityholders may bid for, purchase or attempt to
induce any person to bid for or purchase any of our common stock while they are
selling their stock in this offering. Neither we nor any of the Selling
Securityholders intends to engage in any passive market making or undertake any
stabilizing activity for our common stock. None of the Selling Securityholders
will engage in any short selling of our securities.

37
<PAGE>

PRINCIPAL STOCKHOLDERS
Common Stock

The following table sets forth certain information regarding beneficial
ownership of common stock as of September 30, 1999 by:
- each person known to IGA to own beneficially more than 5% of IGA's
common stock;
- each of IGA's directors;
- each of IGA's named executive officers; and
- all executive officers and directors as a group.

Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- ------------------------ -------------------------- ------------------------ ----------
Common Stock Vincent C. Castagnola (1)(2) 6,270,210 20.0%
Common Stock Phillip K. Roberts (1)(2) 3,244,440 10.3%
Common Stock Kirk J. Zamzow (1)(2) 4,564,440 14.6%
Common Stock Internet Golf Advertising Corp. 4,328,880 13.8%
34275 Amber Lantern
Dana Point, CA 92629 (3)
Common Stock Venture Resource Group 4,500,000 14.3%
13924 Panay Way, Suite 501
Marina del Rey, CA 90290 (4)
Common Stock Bridgewater Capital Corporation 2,560,740 7.8%
4675 MacArthur Ct., #1570
Irvine, CA 92660 (5)

All Officers and Directors
as a Group (3 Persons) (2) 14,079,090 44.9%
============== ======
</TABLE>

(1) The address for each of these shareholders is c/o Internet Golf
Association, Inc., 24921 Dana Point Harbor Drive, Suite B-200,
Dana Point, California 92629.
(2) Does not include shares issued under IGA's Compensatory Stock Option
Plan because they cannot be exercised within sixty days.
(3) Internet Golf Advertising Corp. is beneficially owned by James Wabel.
(4) Venture Resource Group is beneficially owned by Brian Walsh.
(5) Reflects up to 1,800,000 shares which Bridgewater Capital Corporation
could obtain upon the exercise of a warrant to purchase 1,800,000
shares of common stock at $1.50 per share. Bridgewater Capital
Corporation is beneficially owned by Jack Thomsen, Urban Smedeby
and Andre Pechong.

38
<PAGE>

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $0.001, and 5,000,000 shares of preferred stock, par value
$0.001. The following summary of certain provisions of our common stock,
preferred stock, and warrants is qualified in its entirety by reference to our
articles of incorporation, as amended, and bylaws, which have been filed as
exhibits to the registration statement of which this prospectus is a part.

Common Stock

As of September 30, 1999, there were 31,359,585 shares of common stock
outstanding, held by approximately 797 shareholders of record.

Holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders, including the
election of directors, and do not have cumulative voting rights. Subject to
preferences that may be applicable to any then outstanding preferred stock,
holders of common stock are entitled to receive ratably such dividends, if any,
as may be declared by the board of directors out of funds legally available
therefor. Upon a liquidation, dissolution or winding up of IGA, the holders of
common stock will be entitled to share ratably in the net assets legally
available for distribution to shareholders after the payment of all debts and
other liabilities of IGA, subject to the prior rights of any preferred stock
then outstanding. Holders of common stock have no preemptive or conversion
rights or other subscription rights and there are no redemption or sinking funds
provisions applicable too the common stock. All outstanding shares of common
stock are, and the common stock to be outstanding upon completion of this
offering will be, fully paid and nonassessable.

Preferred Stock

Our board of directors has the authority, without further action by the
shareholders, to issue from time to time the preferred stock in one or more
series and to fix the number of shares, designations, preferences, powers and
relative, participating, optional or other special rights and the qualifications
or restrictions thereof. The preferences, powers, rights and restrictions of
different series of preferred stock may differ with respect to dividend rates,
amounts payable on liquidation, voting rights, conversion rights, redemption
provisions, sinking fund provisions and purchase funds and other matters. The
issuance of preferred stock could decrease the amount of earnings and assets
available for distribution to holders of common stock or affect adversely the
rights and powers, including voting rights, of the holders of common stock, and
may have the effect of delaying, deferring or preventing a change in control of
IGA. There are currently no preferred shares authorized, issued or outstanding.

We will not offer preferred stock to Promoters except on the same terms as
it is offered to all other existing shareholders or to new shareholders, or the
issuance of preferred stock is approved by a majority

39
<PAGE>

of the Issuer's
Independent Directors who do not have an interest in the transaction and who
have access, at the Issuer's expense, to Issuer's or independent legal counsel.

Series 1999-A Eight Percent Convertible Note

We have issued a Series 1999-A Eight Percent Convertible Note in the face
amount of $333,333 to Triton Private Equities Fund, LP. We sold the $333,333
face amount Note to Triton Private Equities Fund for $200,000 in gross proceeds
to the Company. The Note can be converted after 120 days from issuance (on or
after December 20, 1999) at a percentage of the lowest three days closing bid
prices of our common stock in the prior 20 trading days. If the Note was
converted today, Triton Private Equities Fund could obtain approximately
2158,900 shares of common stock. From day 120 to day 150, the percentage is
103%; from day 151 to day 180, the percentage is 100%; from day 181 to day 210,
the percentage is 97% and from day 211 forward, the percentage is 95%. The
number of shares of common stock we are registering to potentially give to
Triton Private Equities Fund when they convert the Note reflects the worst
conversion ratio and a market price of our stock of $0.67 (which we think is
very conservative and not likely to occur).

The Note requires an interest payment of 8% per annum on the face amount,
which we may pay in cash or in free trading common stock at the option of
Triton. We are consequently also registering 84,210 shares of common stock
which we may use to pay the 8% interest payments on the Note through its
expiration date (assuming a market price of our stock of $0.67) before it is
converted.

Warrants

In addition to the Notes, Triton Private Equities Fund received a warrant
to purchase 375,000 shares of our common stock at an exercise price of $1.83.
We are consequently registering 375,000 shares of common stock which Triton
Private Equities Fund may obtain by exercise of the warrant.

Potential Impact of Penny Stock Rules

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 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 a few exceptions.
Such exceptions include any equity security listed on Nasdaq and any equity
security issued by an issuer that has
0 net tangible assets of at least $2,000,000, if such issuer has been
in continuous operation for three years,
0 net tangible assets of at least $5,000,000, if such issuer has been
in continuous operation for less than three years, or
0 average annual revenue of at least $6,000,000, if such issuer has
been in continuous operation for less than three years.

40
<PAGE>

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

Transfer Agent

The transfer agent for the common stock is American Securities Transfer,
12039 West Alameda Parkway, Z-2, Lakewood, Colorado 80228.

41
<PAGE>
LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for the
Company by Cutler Law Group, Newport Beach, California. MRC Legal Services
Corporation, a California corporation which does business as Cutler Law Group,
is presently the beneficial owner of an aggregate of 71,760 shares of the
Company's Common Stock. Employees of Cutler Law Group own an additional 19,500
shares of the Company's Common Stock. These shares of common stock are being
registered in this registration statement.

AVAILABLE INFORMATION

The Company is not subject to the reporting requirements of the Securities
Exchange Act of 1934. The Company has filed with the Securities and Exchange
Commission a Registration Statement on Form SB-2, together with all amendments
and exhibits thereto, under the Securities Act of 1933 with respect to the
common stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto. Statements contained in this prospectus as to the contents
of any contract or other document referred to are not necessarily complete and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.

Copies of all or any part of the Registration Statement may be inspected
without charge or obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 and its public reference
facilities in New York, New York and Chicago, Illinois, upon the payment of the
fees prescribed by the Commission. The Registration Statement is also available
through the Commission's World Wide Web site at the following address:
http://www.sec.gov.

EXPERTS

The financial statements of Champion Ventures, Inc. as of December 31, 1997
and 1998 included in this Prospectus have been so included in reliance on the
report of Larry O'Donnell, CPA, P.C., independent accountants, given on the
authority of said firm as experts in auditing and accounting.

The consolidated financial statements of IGA as of September 30, 1999
included in this Prospectus have been so included in reliance on the report of
Corbin & Wertz, independent accountants, given on the authority of said firm as
experts in auditing and accounting.

42
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 1999

WITH

INDEPENDENT AUDITORS' REPORT

<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------

Board of Directors
Internet Golf Association, Inc.

We have audited the accompanying consolidated balance sheet of Internet Golf
Association, Inc. and subsidiaries (development stage companies) (the "Company")
as of September 30, 1999, and the related consolidated statements of operations,
stockholders' deficit and cash flows for the period from February 4, 1999 (date
of inception) through September 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
September 30, 1999, and the results of their operations and their cash flows for
the period from February 4, 1999 (date of inception) through September 30, 1999
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As reflected in the accompanying
financial statements, the Company has been in the development stage since its
inception in February 4, 1999. This factor raises substantial doubt about the
Company's ability to continue as a going concern. As discussed in Note 1, the
ability of the Company to continue in existence is dependent primarily upon
obtaining additional debt and equity financing for marketing, software
development and the funding of operations as well as the generating of income
from memberships, tournaments and sales of related products and services. The
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

CORBIN & WERTZ

Irvine, California
November 17, 1999

F-1
<PAGE>
INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 1999

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 1999

ASSETS

<S> <C>
Current assets:
Cash $ 168,771
Inventories 22,705
Note receivable - related party 10,000
Other current assets 3,241
---------
Total current assets 204,717
---------

Property, plant and equipment, at cost:
Equipment 18,935
Computers 15,118
Furniture and fixtures 1,195
---------
35,248
Less accumulated depreciation (2,818)
---------
Total property, plant and equipment, net 32,430
---------

$ 237,147
==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses $ 147,385

Long-term liabilities:
Convertible note payable, net of unamortized discount of $233,333 100,000
---------
Total liabilities 247,385
---------
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value; 5,000,000 shares authorized;
no shares issued and outstanding -
Common stock, $0.001 par value; 100,000,000 shares authorized;
31, 359,585 shares issued and outstanding (including 164,085
shares subscribed) 31,360
Additional paid-in capital 901,094
Deficit accumulated during the development stage (942,692)
----------
Total stockholders' deficit (10,238)
----------

$ 237,147
===========

</TABLE>

See independent auditors' report and
accompanying notes to consolidated financial statements

F-2
<PAGE>
INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH SEPTEMBER 30, 1999

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH SEPTEMBER 30, 1999
<S> <C>

Operating expenses:
General and administrative $ 381,466
Payroll and related 130,707
Advertising and related 425,719
Depreciation 2,818
-----------

Interest expense, net of interest income of $1,040 1,182
----------
Loss before provision for taxes (941,892)

Provision for taxes 800
---------
Net loss $ (942,692)
============

Basic and diluted net loss per common share $ (.03)
============

Basic and diluted weighted average common shares outstanding 28,472,362
===========
</TABLE>
See independent auditior's report and
Accompanying notes to consolidated financial statements

F-3
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
Additional Deficit
Common Stock Paid-in Accummulated During
------------------------------- Capital Development Stage Total
Shares Amount ------------------ --------------------- -------------
---------- -----------
<S> <C> <C> <C> <C> <C>
Balance, February 4, 1999
(date of inception) - $ - $ - $ - $ -

Shares issued to founders
for no consideration:
February 8, 1999 38,250 38 (38) - -
April 1, 1999 24,261,750 24,262 (24,262) - -

Shares issued in connection
with the plan of
reorganizaitron on
May 7,1999:
Stock dividend to founders 347,970 348 (348) - -
Shares issued for
acquistion of Champion
Ventures, Inc., net of
acquistion costs of
$125,000 4,716,000 4,716 130,284 - 135,000
Shares issued to attorneys
and finders 852,030 852 (852) - -

Shares sold to investors:
May 26,1999 at $0.50
per share 450,000 450 224,550 - 225,000
June 15,1999 at $0.50
per share 150,000 150 74,850 - 75,000
June 21,1999 at $0.83
per share 117,000 117 97,383 - 97,500
June 30,1999 at $0.83
per share 53,400 53 44,447 - 44,500
August 5,1999 at $0.83
per share 111,600 112 92,888 - 93,000
September 5,1999 at $0.83
per shere 97,500 98 81,152 - 81,250

Issuance costs of
shares sold - - (137,954) - (137,954)
</TABLE>
F-4
<PAGE>
INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - CONTINUED

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH SEPTEMBER 30, 1999

Common Stock Additional Deficit
Shares Amount Paid-in Accumulated During
--------- ---------- Capital Development Stage Total
----------- -------------------- -----------
<S> <C> <C> <C> <C> <C>
Shares subscribed for
services
June 1, 1999 at
$0.83 per share 30,000 30 24,970 - 25,000
July 1, 1999 at
$1.27 per share 60,000 60 76,440 - 76,500
August 3, 1999 at
$1.49 per share 45,000 45 66,893 - 66,938
September 17,1999 at
$1.38 per share 15,000 15 20,705 - 20,720
September 28,1999 at
$1.06 per share 14,085 14 14,986 - 15,000

Issuance of detachable
warrants with convertible
dept - - 100,000 - 100,000

Value of beneficial
conversion in connection
with a consulting
agreement - - 15,000 - 15,000

Net loss - - - (942,692) (942,692)
------------- ------------ ----------- -------------------- ----------
31,359,585 $ 31,360 $ 901,094 $ (942,692) $ (10,238)
============= ============ =========== ==================== ==========
</TABLE>

See independent audirots' report and
Accompanying notes to consolidated financial statements
F-5
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH SEPTEMBER 30, 1999

<S> <C>
Cash flows from operating activities:
Net loss $(942,692)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 2,818
Value of shares subscribed for services and beneficial
conversion in connection with a consulting agreement 219,158
Changes in operating assets and liabilities:
Inventories (22,705)
Other current assets (3,241)
Accounts payable and accrued expenses 147,385
----------
Net cash used in operating activities (599,277)
----------

Cash flows from investing activities:
Purchases of property, plant and equipment (35,248)
Loan to related party (10,000)
Cash paid for transaction costs (125,000)
----------

Net cash used in investing activities (170,248)
----------

Cash flows from financing activities:
Proceeds from sale of common stock 616,250
Issuance costs of shares sold (137,954)
Proceeds from convertible note payable 200,000
----------

Net cash provided by financing activities 678,296
----------

Net decrease in cash (91,229)

Cash at beginning of period -

Cash acquired 260,000
----------

Cash at end of period $ 168,771
==========
</TABLE>

Supplemental disclosure of non-cash investing and financing activities:
During the period ended September 30, 1999, the Company issued detachable
warrants to purchase 375,000 shares of restricted common stock in
connection with a convertible note payable with a pro rata fair market value
of $100,000.

See independent auditors' report and
Accompanying notes to consolidated financial statements
F-6
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
- -------------------------------------------------------------------
PRINCIPLES
- ----------

Organization and Operations
- -----------------------------
Internet Golf Association, Inc. ("Internet Golf"), a Nevada corporation, was
formed on February 4, 1999. Effective May 7, 1999 and pursuant to a plan of
reorganization, Internet Golf completed a reorganization transaction with and
into Champion Ventures, Inc. and subsidiary ("Champion"), a Nevada corporation.
Under the terms of the agreement, all of Internet Golf's outstanding stock was
exchanged for 25,500,000 shares of Champion common stock and Internet Golf
became a wholly owned subsidiary of Champion. Internet Golf then changed its
name to IGAT, Inc. and Champion changed its name to Internet Golf Association,
Inc. (the "Company"). The Company has treated the transaction as a reverse
acquisition for accounting purposes, as the Internet Golf shareholders had
control of the Company before and after the transaction. Therefore, the
transaction has been treated as the acquisition of Champion by Internet Golf.
The Company's year end will be December 31.

As neither Champion or Internet Golf had substantive assets, liabilities or
operations at May 7, 1999, the transaction has been treated as a reorganization
of the Company's stockholders' equity with the Company recording equity of
$135,000, made up of $260,000 representing the cash attributed to Champion at
the time of the transaction, less $125,000 representing the cash paid by
Internet Golf for transaction-related costs.

If the transaction had occurred at Internet Golf's inception, the pro forma
consolidated statement of operations for the period ended September 30, 1999
would be as follows:

Net loss $ (945,901)
========

Basic and diluted loss per share $ (0.03)
=====

Basic and diluted weighted-average
common shares outstanding 30,211,858
==========

Development Stage Company
- ---------------------------
The Company has been in the development stage since its formation. During the
development stage, the Company is primarily engaged in raising capital,
obtaining financing, advertising and promoting the Company and administrative
functions along with developing the interface and related web site
(www.igalinks.com). The Company will host state-of-the-art online interactive
multimedia golf tournaments via an online interface with Access Software's Links
LS '99. This site will allow golf enthusiasts to compete in interactive,
multi-media, PGA-style golf tournaments over the internet for potential cash
prizes and access a variety of related products and services.

F-7
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
- -------------------------------------------------------------------
PRINCIPLES, CONTINUED
- ----------------------

Principles of Consolidation
- -----------------------------
The consolidated financial statements include the accounts of CVI Systems, Inc.
and IGAT, Inc., wholly owned subsidiaries and non-operating entities in their
development stages. All significant intercompany balances and transactions have
been eliminated in consolidation.

Going Concern
- --------------
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business. The Company's losses from operations through September 30, 1999 and
lack of operational history, among other matters, raise substantial doubt about
its ability to continue as a going concern. The Company intends to fund
operations through additional debt and equity financing arrangements which
management believes will be sufficient to fund its capital expenditures, working
capital requirements and other cash requirements through September 30, 2000.
There is no assurance the Company will be able to obtain sufficient additional
funds when needed, or that such funds, if available, will be obtainable on terms
satisfactory to the Company.

Use of Estimates
- ------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Risks and Uncertainties
- -------------------------
The Company is a start up company subject to the substantial business risks and
uncertainties inherent to such an entity, including the potential risk of
business failure.

Dependence on Strategic Alliance
- -----------------------------------
The future of the Company's operations depends on its continuing alliance with
Access Software, creator of Links LS '99 (the golf software program the Company
plans to use to provide the gameplay for the online tournaments). The Company
has no reason to believe that this alliance will not continue; however, if it
does not continue, it could have a significant adverse effect on the Company's
operations.

F-8
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
- -------------------------------------------------------------------
PRINCIPLES, CONTINUED
- ----------------------

Year 2000
- ----------
The Year 2000 issue relates to limitations in computer systems and applications
that may prevent proper recognition of the Year 2000. The potential effect of
the Year 2000 issue on the Company and its business partners will not be fully
determinable until the Year 2000 and thereafter. If Year 2000 modifications are
not properly completed either by the Company or entities with which the Company
conducts business, the Company's revenues and financial condition could be
adversely impacted.

Inventories
- -----------
The Company's inventories consist primarily of brochures and promotional
software.

Property and Equipment
- ------------------------
Property and equipment are recorded at cost and are depreciated using the
straight-line method over the estimated useful lives of the related assets,
ranging from three to five years. Depreciation expense for the period ended
September 30, 1999 was $2,818. Maintenance and repairs are charged to expense as
incurred. Significant renewals and betterments are capitalized. At the time of
retirement or other disposition of property and equipment, the cost and
accumulated depreciation are removed from the accounts and any resulting gain or
loss is reflected in operations.

Impairment of Long-Lived Assets
- ----------------------------------
Management of the Company assesses the impairment of long-lived assets by
comparing the future undiscounted net cash flows (without interest charges) from
the use and ultimate disposition of such assets with their carrying amounts.
The amount of impairment, if any, is measured based on fair value and is charged
to operations in the period in which such impairment is determined by
management. There was no impairment of long-lived assets identified for the
period ended September 30, 1999.

F-9
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
- -------------------------------------------------------------------
PRINCIPLES, CONTINUED
- ----------------------

Income Taxes
- -------------
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes." Under SFAS 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. A valuation allowance is
provided for significant deferred tax assets when it is more likely than not
that such assets will not be recovered.

Stock Based Compensation
- --------------------------
The Financial Accounting Standards Board (the "FASB") issued Statement of
Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," which defines a fair value based method of accounting for
stock-based compensation. However, SFAS 123 allows an entity to continue to
measure compensation cost related to stock and stock options issued to employees
using the intrinsic method of accounting prescribed by Accounting Principles
Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees."
Entities electing to remain with the accounting method of APB 25 must make pro
forma disclosures of net income (loss), as if the fair value method of
accounting defined in SFAS 123 had been applied. The Company has elected to
account for its stock-based compensation to employees under APB 25.

Revenue Recognition
- --------------------
The Company will recognize revenue during the month in which services are
provided and on a straight-line basis over the life of the membership dues
received.

Advertising
- -----------
Advertising costs are expensed as incurred.

F-10
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
- -------------------------------------------------------------------
PRINCIPLES, CONTINUED
- ----------------------

Earnings Per Share
- --------------------
The Company has adopted Statement of Financial Accounting Standards No. 128
("SFAS 128"), "Earnings Per Share." Under SFAS 128, basic earnings per share is
computed by dividing income available to common shareholders by the
weighted-average number of common shares assumed to be outstanding during the
period of computation. Diluted earnings per share is computed similar to basic
earnings per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. Pro forma per share data has been computed using the weighted average
number of common shares outstanding during the period. Because the Company has
incurred net losses, basic and diluted loss per share are the same as additional
potential common shares would be anti-dilutive.

Comprehensive Income
- ---------------------
The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting Comprehensive Income." SFAS 130 establishes standards
for reporting and display of comprehensive income and its components in a full
set of general-purpose financial statements as is effective for fiscal years
beginning after December 15, 1997. SFAS 130 had no effect on the Company's
financial statements as it had no comprehensive income components.

Segment Information
- --------------------
The Company has adopted Statement of Financial Accounting Standards No. 131
("SFAS 131"), "Disclosures about Segments of an Enterprise and Related
Information." SFAS 131 changes the way public companies report information
about segments of their business in their annual financial statements and
requires them to report selected segment information in their quarterly reports
issued to shareholders. It also requires entity-wide disclosures about the
products and services an entity provides, the material countries in which it
holds assets and reports revenues and its major customers. As the Company is
currently in the development stage, the Company does not yet have any reportable
segments.

F-11
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
- -------------------------------------------------------------------
PRINCIPLES, CONTINUED
- ----------------------

Common Stock Dividend
- -----------------------
Effective September 13, 1999, the Company's Board of Directors approved a
two-for-one stock dividend. Par value remained at $.001 per share. All
references throughout these financial statements to number of shares, per share
amounts, stock option data and market prices of the Company's common stock have
been restated to reflect the stock dividend.

Fair Value of Financial Instruments
- ---------------------------------------
The Company has adopted Statement of Financial Accounting Standards No. 107
("SFAS 107"), "Disclosures About Fair Value of Financial Instruments." SFAS 107
requires disclosure of fair value information about financial instruments when
it is practicable to estimate that value. The carrying amount of the Company's
cash, receivables, accounts payable and accrued expenses approximates their
estimated fair values due to the short-term maturities of those financial
instruments. The fair value of the note receivable from related party is not
determinable as this transaction was with a related party.

Recent Accounting Pronouncements
- ----------------------------------
The FASB issued Statement of Financial Accounting Standards No. 133 ("SFAS
133"), "Accounting for Derivative Instruments and Hedging Activities." SFAS 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities on the balance sheet at their fair value. This
statement, as amended by SFAS 137, is effective for financial statements for all
fiscal quarters of all fiscal years beginning after June 15, 2000. The Company
does not expect the adoption of this standard to have a material impact on its
results of operations, financial position or cash flows as it currently does not
engage in any derivative or hedging activities.

NOTE 2 - INCOME TAXES
- -------------------------

The Company is in the development stage and has incurred losses since its
inception. Net operating losses ("NOLs") generated by these losses would
generally result in a deferred tax asset. On September 30, 1999, the gross
deferred tax asset generated by these NOLs amounted to approximately $382,500.
The Company recorded a valuation allowance of $382,500 against this deferred tax
asset as the recoverability is dependent on the success of future operations.

F-12
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 2 - INCOME TAXES, CONTINUED
- -------------------------------------

No current provision for income taxes for the period ended September 30, 1999 is
required, except for minimum state taxes of $800. The income tax provision
differs from the amount computed by applying the U.S. Federal income tax rate of
34% to loss before income taxes as follows:

Computed tax benefit at federal statutory rate $ (320,500)
State income tax benefit, net of federal effect (62,000)
Increase in valuation allowance 382,500
Other 800
-------------

$ 800
==============

As of September 30, 1999, the Company had net operating loss carryforwards of
approximately $943,000 for federal and state income tax reporting purposes,
which expire in 2019 and 2007, respectively. In addition, the Company may have
limited usage of Champion's NOLs, which totaled approximately $380,000 and
expire at various dates through 2019. The Company did not record the deferred
asset or corresponding valuation allowance relating to the Champion NOLs due to
their future limitations.

NOTE 3 - STOCKHOLDERS' EQUITY
- ---------------------------------

Preferred Stock
- ----------------
Shares of preferred stock may be issued in one or more classes or series at such
time the Board of Directors may determine. All shares of any one series shall
be equal in rank and identical in all respects. As of September 30, 1999, the
Board of Directors has not designated or approved the issuance of any series of
preferred stock.

Common Stock
- -------------
From Internet Golf's date of inception through the date of the transaction,
Internet Golf had issued an aggregate of 8,100,000 shares of common stock to the
founders for no consideration. Pursuant to the reorganization agreement, these
shares were exchanged for 25,500,000 shares of Champion's restricted common
stock (including 852,030 shares given to attorneys and finders) plus $125,000 in
cash (see Note 1).

F-13
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 3 - STOCKHOLDERS' EQUITY, CONTINUED
- ---------------------------------------------

On April 5, 1999, Internet Golf executed a private
placement memorandum ("PPM") for the issuance of up to 6,000,000 shares for
$5,000,000 ($0.83 per share), net of applicable commissions and offering costs
(estimated at 10% of gross proceeds). The capital raised was used for the
transaction with Champion and for general operating and marketing costs. As of
September 30, 1999, 979,500 shares have been issued under this PPM at $0.50 and
$0.83 per share for $478,296 (net of commissions and offering costs of
$137,954).

From June 1, 1999 to September 17, 1999, the Company agreed to issue 150,000
shares of restricted common stock to various consultants pursuant to agreements
(described in Note 5) valued at $189,158. On September 28, 1999, the Company
agreed to issue 14,085 shares of the Company's restricted common stock (with an
estimated market value of $15,000) to a third party as payment for services
rendered. The value of the shares in these transactions was recorded to general
and administrative expenses in the accompanying statement of operations, with
the offsetting credit being recorded to common stock at par value and additional
paid-in capital as if the shares had been issued at September 30, 1999.

Stock Options
- --------------
On May 7, 1999, the Company adopted Champion's existing Compensatory Stock
Option Plan (the "Plan"). No options had been issued under the Plan as of that
date. The Plan allows for 3,000,000 shares of authorized but unissued common
stock to be issued to eligible persons. The exercise price of these options
shall not be less than 85% of the fair market value of the Company's common
stock, as determined by either the price the stock is being traded publicly or
by a price determined by the Compensation Committee, at the date of grant.
Options expire up to ten years after their grant date and generally vest ratably
over five years from the date of grant.

On May 7, 1999, the Company issued options to purchase 1,530,000 shares of the
Company's common stock at an exercise price of $0.67 to Company officers. The
options vest 20% each year from the date of grant and are exercisable through
May 2009.

From time to time, the Company issues non-plan stock options pursuant to various
agreements and other compensatory arrangements. Under the terms of various
consulting agreements with outside consultants, the Company issued options to
purchase 60,000 shares of the Company's common stock at an exercise price of
$1.75 per share (the estimated fair market value on the date of grant by the
Company was $1.49). The options vest over a two-year period from the date of
grant and are exercisable through July 2004. Under SFAS 123, total consulting
expense to be recognized over the vesting period is $7,800, of which none was
recognized at September 30, 1999.

F-14
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 3 - STOCKHOLDERS' EQUITY, CONTINUED
- ---------------------------------------------

The following is a status of the stock options outstanding at September 30, 1999
and the changes during the period ended September 30, 1999:

Weighted
Average
OPTIONS Exercise Price
-------

Balance, February 4, 1999 - $ -

Granted 1,590,000 0.71
--------- ----------

Balance, September 30, 1999 1,590,000 $ 0.71
========= ==========

Exercisable, September 30, 1999 - $ -
========= ==========

Weighted average fair value
of options granted in 1999 $ 0.10
=========

1,530,000 of the options outstanding at September 30, 1999 have exercise prices
of $0.67 and a weighted average remaining contractual life of 9.2 years. The
remaining 60,000 options have an exercise price of $1.75, with a weighted
average remaining contractual life of 3.8 years.

The fair value for each option was estimated at the date of grant using the
Black-Scholes option pricing model with the following assumptions: (i) risk free
interest rate of 6.25%; (ii) dividend yield of 0%; (iii) expected life of the
options of 5 years; and (iv) volatility of 0.22%.

Had compensation cost for the Company's 1999 options been determined consistent
with SFAS 123, the Company's net loss and net loss per share for the period
ended September 30, 1999 would approximate the pro forma amounts below:

AS REPORTED PRO FORMA
------------ -----------

Net loss $ (942,692) $ (942,692)
=========== ============

Basic and diluted loss
per share $ (0.03) $ (0.03)
=========== ============

F-15
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 3 - STOCKHOLDERS' EQUITY, CONTINUED
- ---------------------------------------------

Warrants
- --------

From time to time, the Company issues warrants pursuant to various consulting
agreements. Under the terms of one of these agreements, the Company issued
warrants to purchase 1,800,000 shares of the Company's stock at exercise price
of $1.50 per share. The warrants vested on the date of grant and are exercisable
through April 2004. Under SFAS No. 123, no consulting expense is to be
recognized. In addition, the Company issued 375,000 warrants to an investor as
part of the Securities Purchase Agreement (see Note 4).

The fair value of each warrant granted during 1999 is estimated using the
Black-Scholes warrant pricing model on the date of grant using the following
assumptions: (i) risk free interest rate of approximately 6.25%, (ii) dividend
yield of 0%; (iii) expected life of the warrants of 5 years; and (iv) average
volatility of 0.22%.

The following represents a summary of warrants outstanding for the period ended
September 30, 1999.
WEIGHTED
AVERAGE EXERCISE
WARRANTS PRICE
---------- ----------------

Balance, February 4, 1999 - -

Granted 2,175,000 $1.56
---------- -----

Balance, September 30,1999 2,175,000 $1.56
========= =====

Exercisable,
September 30, 1999 2,175,000 $1.56
========= =====

Weighted average fair value
of warrants granted
in 1999 $0.07
=====

F-16
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 4 - CONVERTIBLE NOTE PAYABLE
- --------------------------------------

On August 31, 1999, the Company entered into a Securities Purchase Agreement
with an investor, whereby the Company sold to the investor a $333,333 principal
amount convertible note for $200,000. The note bears interest at 8 percent and
is due on August 1, 2001. The holder of the note has the option to require
interest payments in cash or stock. As of September 30, 1999, the Company has
incurred interest expense related to the note in the amount of $2,222. This note
is convertible at non-beneficial rates which vary based on recent stock prices
and date of conversion. In addition, the Company gave the investor a warrant to
purchase 375,000 shares of its common stock at $1.83 per share expiring in April
2002 which was valued at $100,000 (based on Black-Scholes computation under SFAS
123) and recorded as a debt discount. These debt discounts will be amortized on
the straight-line method over the life of the note through interest expense,
beginning October 1999.

NOTE 5 - COMMITMENTS AND CONTINGENCIES
- -------------------------------------------

Lease Agreements
- -----------------
The Company leases its facility under a month-to-month lease agreement. Total
rent expense incurred as of September 30, 1999 was $14,350.

Contracts and Agreements
- --------------------------
The RCMRhett MolitorPF 601Company entered into a royalty-free agreement with
Access Software, Inc., maker of Links LS '99, for the "Launcher," including the
code and rights to modify that code, that interfaces the computer game with the
internet. There are no terms for expiration of the agreement; however, Access
Software, Inc. has the right to require the Company to turn over or destroy all
proprietary software pursuant to the agreement upon request (see Note 1).

On April 28, 1999, the Company entered into a $25,000 consulting agreement that
required the Company to pay $18,750 in cash and upon completion, the remaining
amount of $6,250 is to be paid in cash or in common stock with a market value of
$15,000 at 50% of the current market price. The Company elected to pay the
remaining amount in stock, and as a result, recorded additional consulting
expense of $23,750, which is made up of the value of the common stock to be
issued (including the value of the beneficial conversion of $15,000), less
$6,250 already accrued as part of the original agreement. As of September 30,
1999, the Company has received the benefit of the services covered under the
agreement and has paid $10,000 in cash, recorded the value of the beneficial
conversion in stockholders' equity and has accrued $23,750 for the remaining
value of the agreement.

F-17
<PAGE>

(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 5 - COMMITMENTS AND CONTINGENCIES, CONTINUED
- -------------------------------------------------------

On April 29, 1999, the Company entered into a financial services agreement with
an unrelated party. The agreement extends for six months with an additional
automatic six-month renewal period unless terminated by either party. In
exchange for various financial services, the Company agreed to provide the
following consideration: monthly payments of $5,000; a common stock grant equal
to 2.5 percent of the outstanding common shares of the Company as of the close
of trading on the opening day (May 20, 1998), totaling 760,740 shares; warrants
to purchase 1,800,000 shares of the Company's common stock at $1.50 per share,
exercisable through April 2004 (see Note 3); and other fees for certain
transactions as discussed in the agreement. The granting of 760,740 shares of
common stock was related to the Champion transaction and was recorded to equity
as a transaction cost (see Note 3).

On May 19, 1999, the Company
entered into a finder's fee agreement with a related party (see Note 7) that
requires the Company to pay up to 10% of the amount of capital raised by this
related party under certain circumstances as a finder's fee under the terms of
the PPM (see Note 3). 994083241The 994083241RCMRhett Molitor994083241PF
211Company also entered into a marketing agreement on June 1, 1999 with this
related party (see Note 7) which requires the Company to pay $10 per membership
to the related party for every membership they assist in selling. This
agreement can be terminated with 30 days' notice.

On June 1, 1999, the Company
entered into an agreement with a third party that requires the Company to issue
30,000 shares of its restricted common stock per month for the two-month term of
the agreement for services rendered. The value of these shares were recorded in
the accompanying financial statements as $63,250 in general and administrative
expenses during the period ended September 30, 1999.

The Company entered into a marketing agreement on July 1, 1999 with a third
party. Pursuant to the agreement, the Company has agreed to issue 30,000 shares
of its restricted common stock (with an estimated market value of $38,250). The
agreement expires on December 31, 1999, unless renewed by the Company.

Effective July 1, 1999, the
Company entered into a marketing agreement with a third party for an initial
period of 12 months. Unless terminated by either party upon 90 days prior
written notice, this contract will automatically extend for two successive
12-month periods. Either party can terminate this agreement at any time upon 90
days prior written notice. The Company is committed to a $12,000 monthly payment
as well as the issuance of 60,000 stock options for its restricted common stock
at an exercise price equal to the fair market value at the date of grant (see
Note 3). The options vest at 30,000 per year starting from the effective date
of the agreement. The unvested options will be cancelled upon termination of
the agreement by either party. The Company has expensed $36,000 pursuant to the
agreement as of September 30, 1999.

F-18
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 5 - COMMITMENTS AND CONTINGENCIES, CONTINUED
- -------------------------------------------------------

The Company entered into a
marketing agreement with a third party for an initial six-month term on August
3, 1999. Pursuant to the agreement, the Company agreed to issue 45,000 shares
of its restricted common stock (with an estimated market value of $66,938) as a
retainer and is required to pay 10% in cash of all monies raised under the terms
of this agreement (a 30% premium charged if compensation is in stock). As of
September 30, 1999, the third party has yet to perform any services pursuant to
this agreement.

The Company entered into a consulting agreement on September 17, 1999 with a
third party. Pursuant to the agreement, the Company agreed to issue 15,000
shares of its restricted common stock (with an estimated market value of
$20,720). The Company may be required to issue options to purchase additional
shares of the Company's restricted common stock if the agreement is extended, as
defined. The agreement, which expires on January 2, 2000, also requires the
Company to pay $2,000 per month beginning in October 1999.

NOTE 6 - LOSS PER SHARE
- ----------------------------

Basic and diluted loss per common share is computed as follows:

Numerator for basic and diluted loss
per common share:
Net loss charged to common stockholders $ (942,692)

Denominator for basic and diluted loss
per common share:
Weighted average common shares outstanding 28,472,362
--------------

Basic and diluted loss per common share $ (0.03)
===============

NOTE 7 - RELATED-PARTY TRANSACTIONS
- ---------------------------------------

The Company has a note receivable to a related party for $10,000 on June 30,
1999. The note is non-interest bearing and is payable on demand. Pursuant to a
purchase agreement, this note has been settled subsequent to year end (see Note
8).

The Company has a marketing agreement and a finder's fee agreement (see Note 5)
with a stockholder of the Company. This stockholder holds approximately 14% of
the Company's outstanding common stock as of September 30, 1999. The Company
paid total advertising costs of $189,983 and finders fees of $84,325 to the
stockholder during the period ended September 30, 1999.

F-19
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(DEVELOPMENT STAGE COMPANIES)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

SEPTEMBER 30, 1999

NOTE 8 - SUBSEQUENT EVENTS
- ------------------------------

Effective October 5, 1999, the Company entered into a development agreement with
a third party. Pursuant to the agreement, the Company is to pay $25,000 in cash,
issue shares of the Company's restricted common stock with a fair market value
at $55,000 on the date of grant and issue options to purchase 25,000 shares of
the Company's restricted common stock at an exercise price of $2.00 per share.

Pursuant to a purchase agreement dated October 1, 1999, the Company acquired a
51% interest in Executive Golf Outings, LLC, a company wholly owned by the
Company's majority stockholder, for settlement of a note receivable in the
amount of $10,000. The acquisition is immaterial for balance sheet and profit
and loss purposes. If the acquisition had occurred at the beginning of the
period, the pro forma financial statements (including the pro forma effects of
the restructuring described in Note 1) as of September 30, 1999 would be as
follows:

Net sales $ 9,060
Cost of sales $ (4,635)
Net loss $ (946,684)
Basic and diluted loss per share $ (0.03)

F-20
<PAGE>

INTERNET GOLF ASSOCIATION, INC.

PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

Basis of Presentation
- -----------------------

Effective May 7, 1999, Internet Golf Association, Inc. ("Internet Golf")
completed a reorganization transaction with and into Champion Ventures, Inc.
("Champion"). Under the terms of the transaction, all of Internet Golf's common
stock was exchanged for 25,500,000 shares of restricted common stock of Champion
and Internet Golf became a wholly owned subsidiary of Champion. The directors
and officers of Internet Golf immediately prior to the transaction became the
directors and officers of Champion. Internet Golf then changed its name to
IGAT, Inc. and Champion changed its name to Internet Golf Association, Inc. (the
"Company"). For financial reporting purposes, Internet Golf is considered the
acquiror and therefore the predecessor, and Champion is considered the acquiree.

Pursuant to a purchase agreement dated October 1, 1999, the Company acquired a
51% interest in Executive Golf Outings, LLC ("EGO"), a company wholly owned by
the Company's majority stockholder, for settlement of a note receivable in the
amount of $10,000.

The unaudited pro forma combined statement of operations was prepared as if the
transactions were consummated on February 4, 1999, the date of Internet Golf's
inception. The Company believes no adjustments are necessary to present fairly
unaudited pro forma combined financial statements as the transactions were in
effect: (i) a recapitalization of Internet Golf with an inactive corporation
(Champion) to allow Internet Golf additional access to capital markets in the
future; and (ii) an insignificant purchase of a majority interest in a company
wholly owned by the Company's majority stockholder. These financial statements
are not necessarily indicative of what actual results would have been had the
transactions occurred on February 4, 1999, nor do they purport to indicate the
future results of the Company. The unaudited pro forma combined statement of
operations should be read in conjunction with the Company's financial statements
and accompanying notes and the financial statements of Champion and the related
notes appearing elsewhere herein. A pro forma presentation of the related
balance sheet at September 30, 1999 related to the acquisition of EGO is not
provided due to the amounts being immaterial to the balance sheet of the
Company.

INTERNET GOLF
ASSOCIATES,
INC. AND EXECUTIVE GOLF PRO FORMA
SUBSIDIARIES CHAMPION OUTINGS ADJUSTMENTS PRO FORMA
--------------- ---------------- ----------- ------------ ------------

Net sales $ - $ - $ 9,060 $ - $ 9,060

Cost of sales - - 4,635 - 4,635
--------------- ---------------- ----------- ------------ ------------

Gross profit - - 4,425 - 4,425

Operating expense 940,710 3,209 5,208 - 949,127

Interest expense 1,182 - - - 1,182
--------------- ---------------- ----------- ------------ ------------

Loss before provision for
income taxes (941,892) (3,209) (5,208) - (945,884)

Provision for income taxes 800 - - - 800
--------------- ---------------- ----------- ------------ ------------

Net loss $ (942,692) $ (3,209) $ (783) $ - $ (946,684)
=============== ================ =========== ============ ============

Basic and diluted net loss
per common share $ (0.03) $ - $ - $ - $ (0.03)
=============== ================ =========== ============ ============

Basic and diluted weighted
average common shares
outstanding 26,675,128 3,536,730 - - 30,211,858
=============== ================ =========== ============ ============
</TABLE>

F-21
<PAGE>

YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS
PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR SALE OF COMMON STOCK MEANS THAT INFORMATION CONTAINED
IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS
PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY THESE SHARES OF THE
COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER
OR SOLICITATION IS UNLAWFUL.

<TABLE>
<CAPTION>
<S> <C> <C>
_____________________ 9,627,000 SHARES

TABLE OF CONTENTS
Page
---- INTERNET GOLF
ASSOCIATION, INC.
Prospectus Summary . . . . . . . . 2
Risk Factors . . . . . . . . . . . 5
Price Range of Securities . . . . 10 [IGA LOGO]
Dividend Policy . . . . . . . . . . 10
Dilution. . . . . . . . . . . . . . 11 IGALINKS.COM
Use of Proceeds . . . . . . . . . . 13
Management's Discussions and
Analysis of Financial Condition
and Results of Operations . . . . 15
Business . . . . . . . . . . . . . 20
Management . . . . . . . . . . . . 29
Executive Compensation . . . . . 32
Certain Transactions . . . . . . . 33
Selling Stockholders . . . . . . . 34
Plan of Distribution . . . . . . . 37
Principal Stockholders . . . . . . 38
Description of Securities . . . . 39
Legal Matters . . . . . . . . . . 42
Available Information . . . . . . 42
Experts . . . . . . . . . . . . . . 42
Index to Consolidated Financial
Statements . . . . . . . . . . . . F-1

Dealer Prospectus Delivery Obligation Until ---------------
January ___, 2000; all dealers that effect PROSPECTUS
transactions in these securities, whether or not ---------------
participating in this offering, may be required to
deliver a Prospectus. This is in addition to the
dealers' obligation to deliver a Prospectus
when acting as underwriters and with respect to
their unsold allotments or subscriptions.

December 13, 1999
</TABLE>

<PAGE>

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The laws of the State of Nevada and our corporate bylaws provide for
indemnification of our directors and officers for liabilities and expenses that
they may incur while acting in such capacities. In general, our directors and
officers are indemnified for actions they take in good faith and in a manner
reasonably believed to be in, or not opposed to, our best interests. With
respect to criminal actions or proceeds, they are indemnified if they had no
reasonable cause to believe their actions were unlawful. In addition, their
liability is limited by our Articles of Incorporation.

We do not currently have a policy of directors and officers insurance.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth our estimated expenses in connection with
the distribution of the securities being registered. None of the expenses will
be paid by selling securityholders. Except for SEC filing fees, all expenses
have been estimated and are subject to future contingencies.

SEC registration fee . . . . . . . . . . $ 4,584.15
Legal fees and expenses . . . . . . . . 21,000.00
Printing and engraving expenses . . . . 3,000.00
Accounting fees and expenses . . . . . 20,000.00
Blue sky fees and expenses . . . . . 8,000.00
Transfer agent registration fees
and expenses . . . . . . . . . . . . . 1,000.00
Miscellaneous Expenses . . . . . . . . . 2,415.85

Total . . . . . . . . . . . . . . . . . . . $ 60,000.00

RECENT SALES OF UNREGISTERED SECURITIES

Effective May 7, 1999, Champion Ventures, Inc., a Nevada corporation
("Champion") acquired all of the outstanding common stock of Internet Golf
Association, Inc., a Nevada corporation ("Internet Golf") in a business
combination described as a "reverse acquisition." For accounting purposes, the
acquisition has been treated as the acquisition of Champion (the Registrant) by
Internet Golf. As part of the acquisition, Champion changed its name to
Internet Golf Association, Inc. ("IGA"), and Internet Golf changed its name to
IGAT, Inc. Immediately prior to the acquisition, Champion had 4,176,000 shares
of Common Stock outstanding. As part of Champion's reorganization with Internet
Golf, Champion issued 24,647,970 shares of its Common Stock to the shareholders
of Internet Golf in exchange for 8,100,000 shares of Internet Golf

II-1
<PAGE>

Common Stock. In addition, at the time of merger, Champion issued 91,290
shares of common stock to MRC Legal Services Corporation, counsel to Internet
Golf, and 760,740 shares of common stock to Bridgewater Capital Corporation,
an advisor in the transaction. All of the issuances were exempt under
Section 4(2) of the Securities Act of 1933.

In May and June 1999, the Company issued an aggregate of 600,000 shares of
"restricted" (as that term is defined under Rule 144 of the Securities Act of
1933) Common Stock under Rule 506 of Regulation D and Section 4(2) of the
Securities Act of 1933 to one (1) "accredited" investor at a price of $0.50 per
share, resulting in gross proceeds to the Company of $300,000.

From June through September 1999, pursuant to the terms of a "best efforts"
private placement, the Company issued an aggregate of 379,500 shares of
"restricted" (as that term is defined under Rule 144 of the Securities Act of
1933) Common Stock under Rule 506 of Regulation D and Section 4(2) of the
Securities Act of 1933 to fifteen (15) "accredited" investors at a price of
$0.83 per share, resulting in gross proceeds to the Company of $316,250.

EXHIBITS

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

*2 Agreement and Plan of Reorganization dated
May 7, 1999
*3.1 Articles of Incorporation of Champion Ventures,
Inc. filed November 30, 1970
*3.2 Certificate of Amendment to the Articles of
Incorporation of Champion Ventures, Inc. filed
January 25, 1972
*3.3 Certificate of Amendment to the Articles of
Incorporation of Champion Ventures, Inc. filed
January 30, 1989
*3.4 Certificate of Amendment to the Articles of
Incorporation of Champion Ventures, Inc. filed
May 23, 1997
*3.5 Certificate of Amendment of Articles of
Incorporation of Negate Systems, Inc. filed
November 6, 1997
*3.6 Certificate of Amendment to Articles of
Incorporation of Netgate Systems, Inc. filed
December 16, 1997
*3.7 Certificate of Amendment to Certificate of
Incorporation of Champion Ventures, Inc. filed
May 18, 1999
*3.8 Bylaws
*5 Opinion of the Law Offices of M. Richard Cutler with
respect to legality of the securities of the
Registrant begin registered
*10.1 Internet Golf Association, Inc. 1997 Compensatory
Stock Option Plan, as amended
*10.2 Product License Agreement with Access Software, Inc.

II-2
<PAGE>
*10.3 Lease of premises located at 24921 Dana Point Harbor Drive,
Suite 200, Dana Point, California
*10.4 Finders Fee Agreement with Internet Golf Advertising Corp.
*10.5 Marketing Agreement with Internet Golf Advertising Corp.
*10.6 Agreement with The Rhodes Group, LLC
*10.7 Agreement with Bulldog Drummond, Inc.
*10.8 Agreement with Bridgewater Capital
*10.9 Investor Relations Agreement with PMR and Associates
*10.10 Securities Purchase Agreement dated August 31, 1999
*10.11 Series 1999-A Eight Percent Convertible Promissory Note due
August 1, 2001
*10.12 Warrant to Purchase Common Stock issued September 1, 1999
*10.13 Registration Rights Agreement
*10.14 Escrow Agreement
*21 List of Subsidiaries
*23.1 Consent of Larry O'Donnell, CPA, PC
23.2 Consent of Corbin & Wertz
*23.3 Consent of the Law Offices of M. Richard Cutler
*24 Power of Attorney (set forth on page II-5)
*27 Financial Data Schedule
___________
*Previously filed

UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

II-3
<PAGE>
(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

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

(5) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as of the
time the Commission declared it effective.

(6) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.

II-4
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Amendment No. 1
to the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dana Point, State of California, on
December 8, 1999.

Internet Golf Association, Inc.

By: /s/ Vincent C. Castagnola
-------------------------------------
Vincent C. Castagnola
President and Chief Executive Officer

II-5

INDEPENDENT AUDITORS' CONSENT

To The Board of Directors of
Internet Golf Association, Inc.

We hereby consent to the use in this Registration Statement on Form SB-2 of our
report dated November 17, 1999 relating to the consolidated financial statements
of Internet Golf Association, Inc. and subsidiary, appearing in the Prospectus,
which is a part of this Registration Statement. We also consent to the
reference to us under the heading "Experts" in such Prospectus.

/s/ Corbin & Wertz

CORBIN & WERTZ

Irvine, California
December 9, 1999