INTERNET GOLF ASSOCIATION INC, SB-2/A, 2000-03-29

INTERNET GOLF ASSOCIATION INC
SB-2/A, 2000-03-29
BUSINESS SERVICES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2000

REGISTRATION NO. 333-86771
___________________________________________________________________________

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

Amendment No 3 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 jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

_____________________

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) 493-9546
(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 (1) 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(2) $ 333,450 $ 92.69
Convertible Note
- --------------------------------------------

Common Stock issuable as coupon payments 84,210 $ 0.63(2) $ 53,334 $ 14.83
for Convertible Note(3)
- --------------------------------------------

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

Total Registration Fee $ 1,999.93
- -------------------------------------------- -------------
</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
- --------------------------------- ---------------------------------

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 6,627,000 shares of common stock

- ----------

INTERNET GOLF ASSOCIATION, INC.

[Internet Golf Association Logo]

Internet Golf Association is registering 3,000,000 shares for sale to
investors by Internet Golf 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. If we do not reach the minimum by July 31,
2000, investors' funds will be returned with interest. This offering will
terminate when all 3,000,000 shares are sold or on October 31, 2000.

Internet Golf Association is also registering up to 3,627,000 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 985,710 shares);
* Bridgewater Capital Corporation, Internet Golf's Consulting Firm (750,000
shares as well as 1,800,000 shares underlying warrants issued to such
firm);
* Cutler Law Group, Internet Golf's Legal Counsel (91,290 shares).

INVESTING IN THE COMMON STOCK INVOLVES RISKS. INTERNET GOLF IS IN UNSOUND
FINANCIAL CONDITION AND YOU SHOULD NOT INVEST UNLESS YOU CAN AFFORD TO LOSE YOUR
ENTIRE INVESTMENT. 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 Internet Golf, 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 March
27, 2000, the last reported sale price for the common stock on the "pink sheets"
was $.875 per share.

THE DATE OF THIS PROSPECTUS IS MARCH 28, 2000

1
<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.

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 web site at www.IGALinks.com.
-----------------

THE OFFERING

SECURITIES OFFERED:

Shares offered by
Internet Golf . . . . . We are registering to sell to new investors up to
3,000,000 shares of common stock. We will sell
these shares to new investors at $1.00 per share.

Shares Offered by
Selling Shareholders . . . We are registering shares for sale by selling
shareholders, including:
*Up to 526,500 shares of common stock which Triton
Private Equities Fund, LPcan obtain by converting a
$333,333 principal amount Series 1999-A eight
percent convertible note into common stock.
*Up to 84,210 shares of common stock which we may
use to pay the 8% interest payments on the Triton
note.
*375,000 shares of common stock which Triton
may obtain by exercise of warrants.
*750,000 shares issued to Bridgewater Capital
Corporation, our consulting firm, and up to
1,800,000 shares of common stock Bridgewater
Capital Corporation may obtain by exercise
of warrants.
*91,290 shares of common stock for our legal
counsel, Cutler Law Group.

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 July 31, 2000, investors' funds will be returned
with interest.

2
<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

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 $1,298,834 as of December 31, 1999 and other indications
of weakness in our present financial position. Internet Golf 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 December 31, 2000.
There is no assurance that Internet Golf will be able to obtain sufficient
additional funds when needed, or that such funds, if available, will be
obtainable on terms satisfactory to Internet Golf. 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.

YOU MAY BE UNABLE TO EFFECTIVELY EVALUATE INTERNET GOLF 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.

3
<PAGE>
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 harm 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 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 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, as well as a convertible
note from an unaffiliated investor of $200,000 and a loan from another
unaffiliated investor of $187,500. 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 March 31, 2000. We intend to raise
capital by selling the shares in this offering. If we are able to raise the
minimum in this offering, those proceeds should be sufficient to sustain our
proposed business for twelve months. If we raise something less than the
maximum, we would be required to cut back our operations but could operate our
business on a reduced scale. 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.

4
<PAGE>

OUR SELLING SHAREHOLDERS COULD HURT OUR STOCK PRICE. Although we are
discussing voluntary limitations on the sale of their shares in this offering,
the selling shareholders in this offering are able to sell shares while we are
attempting to sell shares on behalf of Internet Golf. Consequently, these sales
may result in a decline of the market price for our shares. It is possible that
shares may be sold at a lower price by the selling shareholders than we can sell
in this offering in private negotiated transactions, on the over-the-counter
bulletin board, if reinstated, or in other markets.

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, 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.

5
<PAGE>
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. Although December 31, 1999 has passed and we did not
experience problems, 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 thatare 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 harmed. Use of the internet to compete in tournament golf games is a new
concept. Future 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 web sites which offer interactive golf
games online. Some of these web sites 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 web sites 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 web sites 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.

6
<PAGE>
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.

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 harm 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
Internet Golf'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. Internet
Golf's actual results could differ materially from those anticipated in such
forward-looking statements.

7
<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 Internet Golf'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.

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

2000 First Quarter 2.25 .25

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 Internet Golf'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.

8
<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. Internet Golf 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 December 31, 1999, Internet Golf had a net tangible book deficit of
($309,063) or ($.01) 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 $170,937 or $.01 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 $2,330,937 or $0.07 per share. This represents an immediate increase
in net tangible book value of $0.08 per share to existing stockholders and an
immediate dilution of $0.93 per share to new investors.

The following table illustrates such per share dilution:

Proposed public offering price (per share). . . . . . . $1.00
Net tangible book value per share at
December 31, 1999 . . . . . . . . . . . . ($.01)
Increase in net tangible book value per
share attributable to the proceeds
of the minimum offering . . . . . . . . $0.02
-----
Additional Increase in net tangible book
value per share attributable to
the proceeds of the
Maximum offering . . . . . . . . . . . . . $0.06
-----
Pro forma net tangible book value per share after
the offering . . . . . . . . . . . . . . . . . . . $0.07
-----

Dilution to new investors . . . . . . $0.93
======

9
<PAGE>
The following table sets forth on a pro forma basis at December 31, 1999,
the differences between existing stockholders and new investors with respect to
the number of shares of common stock purchased from Internet Golf, the total
consideration paid to Internet Golf and the average price paid per share
(assuming a proposed public offering price of $1.00 per share).

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
PRICE PER
SHARE
PERCENT
---------
Stockholders 31,394,250 91.3% $ 616,250 17.0% $0.02
=====
New investors 3,000,000 8.7% 3,000,000 83.0% $1.00
----------- ------ ---------- ----- =====

Total 34,394,250 100% $3,616,250 100%
=========== ====== ============ =====
</TABLE>

10
<PAGE>
USE OF PROCEEDS

Internet Golf does not realize any proceeds from the sale of the shares by
the selling securityholders. Internet Golf 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 Internet Golf (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. If we are able to reach the
minimum number of shares sold, we would be able to meet our cash requirements
for a period of 12 months.

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 a minmum of 1,000,000 shares for $1,000,000 in gross proceeds, 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 in
the following irdre if priority:

Minimum offering Maximum offering
-------------------- -------------------
<S> <C> <C> <C> <C>

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

Marketing $410,000 85.4% $2,010,000 76.1%
Web development $ 70,000 14.6% 160,000 6.1%
Increased salaries - - 240,000 9.1%
Legal, accounting, consulting - - 108,000 4.1%
Working capital - - 122,000 4.6%
-------- -------- ---------- --------
TOTAL $480,000 100% $2,640,000 100%
======== ======== ========== ========
</TABLE>

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 for twelve
months. 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 web site.

11
<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 Internet
Golf's actual results could differ materially from those forward-looking
statements. The following discussion regarding the financial statements of
Internet Golf should be read in conjunction with the financial statements and
notes thereto.

OVERVIEW

Internet Golf 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:

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

12
<PAGE>
RESULTS OF OPERATIONS

Internet Golf 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 December 31, 1998 for comparison purposes. Through December 31,
1999, Internet Golf has generated $42,000 in gross revenues with gross profit of
$8,691.

Operating expenses and costs for the period ended December 31, 1999 were
$1,303,525 and consisted primarily of advertising and related costs, payroll and
general and administrative expenses. The net loss for the period ended December
31, 1999 was $1,298,834.

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
$1,298,834 as of December 31, 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.
(See Liquidity and Capital Resources section below for management's plan for
future financing requirements).

As of December 31, 1999, Internet Golf had assets of $57,764, consisting
primarily of cash of $3,775, inventories of $22,705, and property, plant and
equipment of $30,632.

Liabilities consist of accounts payable and accrued expenses of $237,660
and a long term convertible note (net of unamortized debt discount) of $129,167.
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 $31,395 (31,394,250
shares at $0.001 par value), and additional paid-in capital of $958,376, offset
by an accumulated deficit from the current period loss of $1,298,834.

LIQUIDITY AND CAPITAL RESOURCES

To date Internet Golf 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 Internet Golf, as well as a convertible note of
$200,000 from an unaffiliated investor and a note from another unaffiliated
investor for $187,500.

Internet Golf had cash of $3,775 as of December 31, 1999.

13
<PAGE>
For the period ended December 31, 1999, Internet Golf used cash of $781,590
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 $695,613 from financing
activities (from the proceeds of stock sold of $616,250, net of related costs of
$120,637, a proceeds from a convertible note of $200,000).

Internet Golf presently has no outstanding commitments for material capital
expenditures.

In September 1999 we issued a Series 1999-A eight percent convertible note
in the face amount of $333,333 to Triton Private Equities Fund, LP, an
unaffiliated investor. We sold the $333,333 face amount note to Triton Private
Equities Fund for $200,000 in gross proceeds to Internet Golf. 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 were 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%. In addition to the note, Triton Private
Equities Fund received a warrant to purchase 375,000 shares of our common stock
at an exercise price of $1.83. We believe the terms of the note and warrants
from Triton were as favorable to us as those generally available from
unaffiliated third parties.

On January 12, 2000, we entered into a promissory note with Alster Finance,
an unrelated entity. Alster invested $187,500 in Internet Golf in the note.
The note is unsecured, and is payable in one payment together with accrued
interest at 8% per annum on or before March 1, 2000. The due date for the note
was extended to June 1, 2000 by Alster.

At our current level of cash expenditures, our cash needs can be met from
existing resources (assuming no substantial cash inflow from operations) through
March 31, 2000. If we are successful in selling the minimum amount of stock in
this offering, our cash needs would be met for a period through December 31,
2000. If we are successful in selling the maximum amount of stock in this
offering, our cash needs would be met for a period of at least 18 months. 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 debt
or equity offerings similar to what we have done in the past (see above). If
equity, that financing could be substantially dilutive to our shareholders; if
debt, it could be on terms which may be extremely expensive to Internet Golf.
We have not made any arrangements for any such financings other than this
offering. There is no assurance that Internet Golf will be able to obtain
sufficient additional funds when needed, or that such funds, if available, will
be obtained on terms satisfactory to Internet Golf.

14
<PAGE>
YEAR 2000 DISCLOSURE

Internet Golf 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. Internet Golf
is dependent on third-party computer systems and applications, particularly with
respect to such critical tasks as the operation of its web site. Internet Golf
also relies on its own computer systems. As a result of its review, Internet
Golf has discovered no problems with its computer systems relating to the Y2K
issue. Although Internet Golf believes that its computer systems are Y2K
compliant, Internet Golf is continuing to monitor its computer systems in a
continual effort to insure that its systems are Y2K compliant. Internet Golf
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
Internet Golf's review were not material to its results of operations.

While Internet Golf 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
Internet Golf's efforts, or those of third parties with whom Internet Golf
interacts, have fully resolved all possible Y2K issues. Failure to
satisfactorily address the Y2K issue could have a material adverse effect on
Internet Golf. The most likely worst case Y2K scenario which management has
identified to date is that, due to unanticipated Y2K compliance problems,
Internet Golf's web site may not function at all or not function as expected,
and that Internet Golf 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 Internet Golf for an indeterminable amount of time,
which could cause Internet Golf to cease operations. Internet Golf 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.

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

MATERIAL CONTRACTS

Internet Golf is presently a party of the following contracts and
agreements which may directly impact its financial operations and results:

15
<PAGE>
On April 28, 1999, we entered into a $25,000 consulting agreement with the
Rhodes Group, an unaffiliated entity, 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. The Rhodes Group prepared a
comprehensive business plan and executive summary for us.

On April 29, 1999, we entered into a financial services agreement with
Bridgewater Capital Corporation, 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, 1999),
totaling 760,740 shares; warrants to purchase 1,800,000 shares of Internet
Golf's common stock at $1.50 per share, exercisable through April 2004 and other
fees for certain transactions as discussed in the agreement. Subsequent to year
end, Bridgewater Capital Corporation waived any monthly payments otherwise due
through December 31, 1999.

On June 1, 1999, we entered into an agreement with Interwest Associates, an
unaffiliated entity, 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, an unaffiliated entity. Pursuant to the agreement, we have agreed to
issue 30,000 shares of our restricted common stock. The agreement expired on
December 31, 1999. The services related to financial public relations.

Effective July 1, 1999, we entered into a marketing agreement with Bulldog
Drummond, an unaffiliated entity, 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. Bulldog Drummond
will undertake to provide advertising and advertising services for our key
internet business.

We entered into a marketing agreement with PMR & Associates, an
unaffiliated entity, 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). The services relate to financial public relations.

16
<PAGE>
We entered into a consulting agreement on September 10, 1999 with Innova
Communications, an unaffiliated entity. 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. Subsequent to year-end, Internet Golf issued options to
purchase 15,000 shares of our restricted common stock at $1.83 per share. The
agreement, which is a month-to-month arrangement, also requires us to pay $2,000
per month beginning in October 1999. Innova provided drafts of press releases
and other financial public relations services.

We entered into a modified fee and stock purchase agreement on September
28, 1999 with Computer Concepts, an unaffiliated entity. Pursuant to the
agreement, we agreed to issue 14,085 shares of our restricted common stock in
exchange for a fee credit of $15,000. We also entered into a letter agreement
with Computer Concepts on October 5, 1999, pursuant to which Computer Concepts
has worked with us to develop and maintain our online pro shop, a search engine
for our web site and an auction capability for our web site. Under that
agreement, Computer Concepts will receive 20% of all auction, search engine and
pro shop related revenues. The agreement called for payment of $25,000 to
Computer Concepts, as well as $55,000 in our common stock and options to
purchase 25,000 shares of our common stock at $2.00 per share. We paid cash
instead of delivering the 14,085 shares of our common stock.

17
<PAGE>
BUSINESS OF INTERNET GOLF
OVERVIEW

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.

Our tournaments are patterned after the Professional Golf Association, or
PGA, tour. Commencing in March 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. Access has the right to require us
to destroy all proprietary software if we violate the confidentiality
provisions. Over 3,000,000 people world-wide already have the Links LS game
software. 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.

18
<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.

19
<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, 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.

20
<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.

21
<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 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.

22
<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
web sites 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 web site via three major sources:

23
<PAGE>
- - 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 common stock
since they were a founder of Internet Golf. 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 web sites which offer interactive golf games
online. Some of these web sites 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 (in which a portion of the participants will
fail to qualify for subsequent golf rounds because they did not achieve a low
enough score). We have identified two internet web sites which we consider to
be our closest competition:

- - MPlayer.com
- - Golfcom.com

Unlike our competitors who are primarily game web sites, 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.

24
<PAGE>
The level of competition is likely to increase as current competitors
increase the sophistication and scope of their web sites 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.

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 received a letter
alleging that our original 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 harm 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 harm our
business.

25
<PAGE>
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.

RESEARCH AND DEVELOPMENT

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

EMPLOYEES

As of December 31, 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 $2,080 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.

26
<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 Internet Golf. 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. Internet
Golf will always maintain at least two independent directors on its board of
directors.

The directors and executive officers of Internet Golf 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.

27
<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 Internet Golf's 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 Internet Golf 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 Internet Golf 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.

28
<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 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

29
<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 December 31, 1999. 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
(President, CEO)
1999 57,200 -0- -0- -0- 630,000 -0- -0-

Phillip K. 1998 -0- -0- -0- -0- -0- -0- -0-
Roberts
CFO)
1999 28,543 -0- -0- -0- 450,000 -0- -0-

Kirk J. Zamzow 1998 -0- -0- -0- -0- -0- -0- -0-

1999 37,669 -0- -0- -0- 450,000 -0- -0-

</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>

30
<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- 630,000 --

Phillip K. Roberts -0- -0- 450,000 --

Kirk J. Zamzow -0- -0- 450,000 --

</TABLE>

Employment Agreements

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

Future Compensation

If we are successful in selling a minimum of 1,000,000 shares 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 PresidentCMarketing - $125,000.

Compensation of Directors

The two independent directors each received 1,000 restricted shares of our
common stock and options to purchase 100,000 shares of our common stock at an
exercise price of $1.00 per share for serving in such capacity. Internet Golf
does not currently contemplate otherwise compensating its Directors in the
future for serving in such capacity.

CERTAIN TRANSACTIONS

Effective May 7, 1999, Champion Ventures, Inc., a Nevada corporation,
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 common 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.

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<PAGE>
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. Internet Golf Advertising, Inc. is a substantial shareholder
of Internet Golf and is beneficially owned by James Wabel. We believe that the
terms of our agreement with Internet Golf Advertising, Inc. are as favorable to
us as we could generally obtain from unaffiliated third parties. At the time we
entered into this agreement, we did not have any independent directors to ratify
the transaction.

On October 1, 1999 we entered into a Reorganization and Stock Purchase
Agreement among Internet Golf, Executive Golf Outings LLC and Vincent
Castagnola, our President. Executive Golf was owned by Mr. Castagnola. In the
agreement, Mr. Castagnola sold to us an aggregate of 51% interest in Executive
Golf in exchange for cancellation of a promissory note from Mr. Castagnola in
the original principal amount of $10,000. Executive Golf is a business which
does corporate golf outings and similar events. We believe that the terms of
our agreement with Mr. Castagnola and Executive Golf are as favorable to us as
we could generally obtain from unaffiliated third parties. At the time we
entered into this agreement, we did not have any independent directors to ratify
the transaction.

Internet Golf represents that any and all future material affiliated
transactions and loans will be made or entered into on terms that are no less
favorable to Internet Golf than those that can be obtained from unaffiliated
third parties; and that all future material affiliated transactions and loans,
and any forgiveness of loans, must be approved by a majority of our independent
directors who do not have an interest in the transactions and who have access,
at our expense, to our legal counsel or to independent legal counsel.

32
<PAGE>
SELLING STOCKHOLDERS

The following tables provide certain information with respect to shares
offered by the selling stockholders:

<S> <C> <C> <C> <C> <C>
Shares Shares Percent Shares Percent
Selling shareholder for sale before offering before offering after offering after offering
- ----------------------------- --------- --------------- ---------------- -------------- ---------------

Triton Private Equities Fund
Conversion of note 526,500
Note interest 84,210
Exercise of warrant 375,000
---------
Total 985,710 985,710 3.1% -0- 0%

Bridgewater Capital Corp.
Shares already issued 760,740
Exercise of warrant 1,800,000
---------
Total 2,560,740 2,560,740 7.9% 10,740 *

Cutler Law Group
and employee shares 91,290 91,290 0.3% -0- 0%

*Less than 0.1%
</TABLE>

Shares Offered by Triton Private Equities Fund

The Triton Private Equities Fund, LP, an investor in Internet Golf, 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 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 Internet Golf. 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 were 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.

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.

33
<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.

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 7.9% of our then issued and
outstanding common stock. We have engaged Bridgewater Capital Corporation to
assist with corporate opportunities and financial advice. Bridgewater Capital
Corporation is beneficially owned by Jack Thomsen, Urban Smedeby and Andre
Peschong.

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

34
<PAGE>
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 Internet Golf 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
Internet Golf.

PLAN OF DISTRIBUTION

Internet Golf 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 Internet Golf and
possibly certain finders. Internet Golf has not at this point engaged any
broker/dealers licensed by the National Association of Securities Dealers, Inc.
for the sale of these shares and presently has no intention to do so. If
Internet Golf engages any broker/dealers, they may be acting as underwriters for
the offering of 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 July 31, 2000, investors funds will be returned with interest
within 10 business days. While we presently do not anticipate that they will do
so, it is possible that officers, directors or other promoters of Internet Golf
may purchase shares at the offering price for the purpose of meeting this
impound requirement. Prior to receipt of the minimum offerings, all proceeds
will be held in an interest-bearing trust account by Cutler Law Group, acting as
escrow agent. Cutler Law Group's address is 610 Newport Center Drive, Suite 800,
Newport Beach, CA 92660.

We will only sell the common stock to be sold by Internet Golf 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 Internet Golf in this offering by contacting persons with whom they have
had prior contact who have expressed interest in Internet Golf, and by seeking
additional persons who may have interest through various methods such as mail,
telephone and email. Any solicitations by mail or email will be preceded by or
accompanied by a copy of this Prospectus. Internet Golf 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 over-the-counter
bulletin board in privately negotiated sales or on other markets. Internet Golf
believes that virtually all of such sales will occur on the over-the-counter
bulletin board in transactions at prevailing market rates. Any securities sold
in brokerage transactions will involve customary brokers' commissions.

35
<PAGE>
In accordance with Regulation M under the Exchange Act, neither we nor the
selling securityholders may bid for, purchase or attempt to induce any person to
bid for or purchase any of our common stock while we or they are selling 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.

36
<PAGE>
PRINCIPAL STOCKHOLDERS
Common stock

The following table sets forth certain information regarding beneficial
ownership of common stock as of December 31, 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.

The following shares do not include any of the shares which our officers can
obtain under our employee stock option plan because our officers cannot obtain
those shares within 60 days and does not include 200,000 options issued to
directors that are immediately exercisable as those options were issued after
December 31, 1999. Except as otherwise indicated, the address for each person
is 24921 Dana Point Harbor Drive, Suite B-200, Dana Point, California 92629.

Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- ------------------------ -------------------------- ------------------------ ----------
Common Stock Vincent C. Castagnola 6,270,210 20.0%

Common Stock Phillip K. Roberts 3,244,440 10.3%

Common Stock Kirk J. Zamzow 4,564,440 14.6%

Common Stock James Wabel 4,328,880 13.8%
Internet Golf Advertising Corp.
34275 Amber Lantern
Dana Point, CA 92629

Common Stock Brian Walsh 4,500,000 14.3%
Venture Resource Group
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) 14,079,090 44.9%
============== ======
</TABLE>

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 Peschong.

37
<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 December 31, 1999, there were 31,394,250 shares of common stock
outstanding (including 108,250 shares committed), 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.

38
<PAGE>
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 of our independent
directors who do not have an interest in the transaction and who have access, at
our expense, to our legal counsel 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 Internet Golf. 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 were
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.

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

* net tangible assets of at least $2,000,000, if such issuer has been in
continuous operation for three years,
* net tangible assets of at least $5,000,000, if such issuer has been in
continuous operation for less than three years, or
* average annual revenue of at least $6,000,000, if such issuer has been in
continuous operation for less than three years.

39
<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 our common stock is American Securities Transfer,
12039 West Alameda Parkway, Z-2, Lakewood, Colorado 80228.

40
<PAGE>
LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for
Internet Golf 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 74,790 shares of
Internet Golf's common stock. Employees of Cutler Law Group own an additional
16,500 shares of Internet Golf's common stock. These shares of common stock are
being registered in this registration statement.

AVAILABLE INFORMATION

Internet Golf is not subject to the reporting requirements of the
Securities Exchange Act of 1934. Internet Golf 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 December 31, 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.

41
<PAGE>

Champion Ventures, Inc.
Financial Statements
December 31, 1998 and 1997

F-1
<PAGE>

Table of Contents
Page
Independent Auditor's Report F-1

Financial Statements

Balance sheets F-2
Statements of operations F-3
Statements of cash flows F-4
Statements of stockholders' equity F-5

Notes to Financial Statements F-6-9

Larry O'Donnell, CPA, P.C.
Telephone (303)745-4545 2280 South Xanadu Way
Suite 370
Aurora, Colorado 80014

F-2
<PAGE>

Board of Directors
Champion Ventures, Inc.
Denver, Colorado

Independent Auditor's Report

I have audited the accompanying balance sheets of Champion Ventures,
Inc. as of December 31, 1998 and 1997 and the related statements of
operations, stockholdersAE equity and cash flows for the years then
ended. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Champion
Ventures, Inc. as of December 31, 1998 and 1997, and the results of
its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

/s/Larry O'Donnell, CPA, P.C.

March 15, 1999
F-1
F-3
<PAGE>

Champion Ventures, Inc.
Balance Sheet
December 31, 1998 and 1997
Assets

<TABLE>
<CAPTION>
<S> <C> <C>
1998 1997
Current assets
Cash in bank $ 4,354
_________ __________
Total current assets $ 4,354 $

Liabilities and Stockholders' Equity

Current liabilities
Accounts payable $ 253 $ 3,949
Accounts payable-related parties 14,228
_________ __________
Total current liabilities 14,481 3,949

Stockholders' equity
Preferred stock, $0.001 par value, 5,000,000
authorized, none issued and outstanding
Common stock, $0. 001 par value,
100,000,000 shares authorized,
issued and outstanding 1998 334,606;
1997 331,106 335 331
Additional paid in capital 784,654 782,638
Accumulated deficit (795,116) (786,918)
_________ __________
(10,127) (3,949)
$ 4,354 $
</TABLE>

See Notes to Financial Statements.
F-2
F-4
<PAGE>

Champion Ventures, Inc.
Statements of Operations
Years Ended December 31, 1998 and 1997

<S> <C> <C>
1998 1997
Revenues
Oil deals $ 5,564 $
Sale of National Energy stock 2,460
Sale of office furniture 1,532
Miscellaneous 262
_________ __________
8,024 1,794

General & administrative expenses 16,222 15,360
_________ __________

Net income (loss) $(8,198) $(13,566)

Net income (loss) per share $(.025) $ (.087)

Weighted average number of common
shares and equivalent units outstanding 333,269 157,267

</TABLE>

See Notes to Financial Statements.
F-3
F-5
<PAGE>

Champion Ventures, Inc.
Statements of Stockholders' Equity
Years Ended December 31, 1998 and 1997

<S> <C> <C> <C> <C>
Net
Additional Retained Stock-
Common Paid in Earnings Holder
Stock Capital (Deficit) Equity

Balance, December 31,1996 $130,945 $647,024 $(773,352) $ 4,617

Net loss for 1997 (13,566) (13,566)

Issue stock in exchange for
legal services prior to
capital restructure 200,000 (195,000) 5,000

Revise capital structure to
accommodate $0.001 par value (330,614) 330,614
__________ __________ _____________ __________

Balance, December 31, 1997 $ 331 $782,638 $(786,918) $(3,949)

Issue stock in exchange
for accounting services 4 2,016 2,020

Net loss for 1998 (8,198) (8,198)
__________ __________ _____________ __________

Balance, December 31, 1998 $ 335 $784,654 $(795,116) $(10,127)

</TABLE>

See Notes to Financial Statements
F-4
F-6
<PAGE>

Champion Ventures Inc.
Statement of Cash Flows
Years Ended December 31, 1998 and 1997

<S> <C> <C>
1998 1997
Cash Flows From Operating Activities
Miscellaneous cash receipts $ $ 254
Oil deals 5,564
Deduct cash paid to suppliers (3,670) (6,419)
_________ __________

Cash (Used) by or
Provided by operating activities 1,894 (6,419)

Cash Flows From Investing Activities
Cash provided by;
Sale of office furniture 1,532
Sale of NatAEl energy stock 2,460
_________ __________

Net Increase (Decrease) 4,354 (4,625)
Beginning Cash Balance -0- 4,625

_________ __________
Ending Cash Balance $ 4,354 $ -0-

</TABLE>

Non-Cash Transactions
By action of the Board of Directors on November 13,1997, which was
prior to the changes in the capital structure of the Company,
20,000,000 shares of $0.01 par value common stock was issued
in exchange for legal services valued at $5,000.

On May 19, 1998, the Board of Directors issued 3,500 shares of
$0.001 par value common stock in exchange for accounting services
valued at $2,020.

See Notes to the Financial Statements
F-5
F-7
<PAGE>

Champion Ventures, Inc.
Notes to Financial Statements

1. Organization and Summary of Significant Accounting Policies:

Organization - Champion Ventures, Inc. (the Company) was
incorporated in the State of Nevada on November 30, 1970. Prior
to 1993, the Company was engaged in the exploration and
development of oil and gas properties. In 1997, a new Board of
Directors was installed and they are seeking new opportunities for
economic development.

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

Loss Per Common Share - Loss per common share is computed on
the basis of the weighted average number of common shares
during the respective periods.

Cash Equivalents - For the purposes of reporting cash flow, the
Company considers cash and savings deposits to be cash equivalents.

Income Taxes - 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 basis.
Deferred tax expected to apply to taxable income in the years
in which those temporary differences are expected to reverse.
The tax rates is recognized in the statement of operations in the
period that includes the enactment date. Income tax expense is
the tax payable of refundable for the period plus or minus the
change during the period in deferred tax asset and liabilities.

2. Investments

The Company owns 66 shares of Territorial Resources, Inc. which
has a fair market value of approximately $41. Neither the date of
acquisition nor the purchase price has been recorded on the
Company's books. Therefore, it is not possible to ascertain
whether the current value is more or less than cost basis.

F-6
F-8
<PAGE>

Champion Ventures, Inc.
Notes to Financial Statements (continued)

3. Reconciliation of Net Income To Net Cash Use In Operating Activities

<S> <C> <C>
1998 1997
Income or (Loss)
Per statement of operations $ (8,197) $ (13,566)

Add:
Issue stock for services 2,020 5,000
Increase in current liabilities 10,531 3,179
Decrease in current assets - 500
_________ __________

Sub-total $ 4,354 $ (4,887)
Deduct:
Sales of assets (2,460) (1,532)
Increase in current assets - -
Decrease in current liabilities - -
_________ __________

Net cash (Used) by operations $ (6,419)

Net cash provided by operations $ 1,894

4. Reverse Split of Common Stock

By majority consent of shareholders, and acting upon the
recommendation of the Board of Directors, every share of Common
Stock, existing and outstanding as of December 12, 1997, was
changed into oneuone hundredth (1/100) of a share of common stock.
Therefore, the 33,094,447 shares of Common Stock issued and
outstanding as of December 12, 1997, plus 162 shares due to
rounding, became 331,106 shares of Common Stock issued and
outstanding. .

5. Change In Number of Authorized Shares and Par Values

By majority consent of shareholders and following the
effectiveness of the reverse spilt in Note 4, the authorized
capital stock of the Company is changed to consist of:

Common Stock 100,000,000 $0.001 par value
Preferred Stock 5,000,000 $0.001 par value

Accordingly, the capital stock account and the additional paid
in capital account have been changed to reflect this action.

F-7
F-9
<PAGE>

Champion Ventures, Inc.
Notes to Financial Statements (continued)

6. Preferred Stock

No shares of the CompanyAEs preferred stock have been issued.
Dividends, voting rights and other terms, rights and preferences
of the preferred shares have not been designated. The Board
of directors may designate these provisions from time to time.

7. Ratification And Approval Of Plans

By majority consent of shareholders and following the
effectiveness of the reverse split in Note 4, a Compensatory Stock
Option Plan (CSO Plan) and an Employee Stock Compensation Plan (ESC
Plan) were ratified and approved on December 12, 1997. Pursuant to
the form of the plans adopted by the Board of Directors on November
21, 1997, 1,000,000 shares of the CompanyAEs common stock is set
aside to cover the CSO plan and 1,500,000 shares of the CompanyAEs
common stock is set aside to cover the ESC Plan.

8. Income Taxes

Deferred income taxes arise form the temporary differences
between financial statement and income tax recognition of net
operating losses. These loss carryovers are limited under the
Internal Revenue Code should a significant change in ownership
occur.

A deferred tax asset arising from the net operating loss
carryover of approximately $100,000 has been offset by valuation
allowance.

At December 31, 1998, the Company has approximately $376,000 of
unused Federal net operating loss carryforwards, which expire
as follows:

Year Amount
2005 $ 8,873
2006 64,461
2007 142,723
2008 101,800
2009 21,156
2010 10,707
2011 5,045
2012 13,566
2013 8,197

F-8
F-10
<PAGE>

Champion Ventures, Inc.
Notes to Financial Statements (continued)

9. Related Party Transactions

The Company incurred legal expenses of $10,000 and $5,000
during the years ended December 31, 1998 and 1997, respectively,
performed by a shareholder, officer and director.

F-11
<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 December 31, 1999, and the related consolidated statements of operations,
stockholders' deficit and cash flows for the period from February 4, 1999 (date
of inception) through December 31, 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
December 31, 1999, and the results of their operations and their cash flows for
the period from February 4, 1999 (date of inception) through December 31, 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 on 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
February 18, 2000, except for Note 8 which
is as of February 24, 2000

F-12
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(Development Stage Companies)

CONSOLIDATED BALANCE SHEET

December 31, 1999

ASSETS

Current assets:
Cash $ 3,775
Inventories 22,705
Other current assets 652
--------
Total current assets 27,132
--------

Property and equipment, at cost:
Equipment 18,935
Computers 15,118
Furniture and fixtures 1,195
--------
35,248
Less accumulated depreciation (4,616)
--------
Total property and equipment, net 30,632
--------

$57,764
========
</TABLE>

LIABILITIES AND STOCKHOLDERS' DEFICIT

<S> <C>
Current liabilities:
Accounts payable and accrued expenses $ 237,660

Long-term liabilities:
Convertible note payable, net of unamortized discount of $204,166 129,167
------------

Total liabilities 366,827
------------

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;
31,394,250 shares issued and outstanding (including 108,750 shares
committed and not issued) 31,395
Additional paid-in capital 958,376
Deficit accumulated during the development stage (1,298,834)
------------
Total stockholders' deficit (309,063)
------------

$ 57,764
============
</TABLE>

See independent auditors' report and
accompanying notes to consolidated financial statements
F-13
<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 December 31, 1999

<S> <C>

Revenues $ 42,000

Cost of revenues 33,309
------------

Gross profit 8,691
------------

Operating expenses:
General and administrative 604,599
Payroll and related 194,754
Advertising and related 466,247
Depreciation 4,616
------------
1,270,216
------------

Loss from operations (1,261,525)

Interest expense, net of interest income of $1,834 36,509
------------

Loss before provision for taxes (1,298,034)

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

Net loss $(1,298,834)
============

Basic and diluted net loss per common share $ (0.04)
============

Basic and diluted weighted average common shares outstanding 29,239,262
============
</TABLE>

See independent auditors' report and
accompanying notes to consolidated financial statements
F-14
<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 December 31, 1999

ADDITIONAL DEFICIT
COMMON STOCK PAID-IN ACCUMULATED DURING
SHARES AMOUNT CAPITAL DEVELOPMENT STAGE TOTAL

<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
reorganization on May 7, 1999:
Stock dividend to founders 347,970 348 (348) - -
Shares issued for acquisition of Champion
Ventures, Inc., net of acquisition 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 share 97,500 98 81,152 - 81,250

Issuance costs of shares sold - - (120,637) - (120,637)
</TABLE>

F-15
<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 December 31, 1999

<TABLE>
<CAPTION>
ADDITIONAL DEFICIT
COMMON STOCK PAID-IN ACCUMULATED DURING
SHARES AMOUNT CAPITAL DEVELOPMENT STAGE TOTAL

Shares issued for services:
June 1, 1999 at $0.83 per share 30,000 30 24,970 - 25,000
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

Shares subscribed for services:
July 1, 1999 at $1.27 per share 60,000 60 76,440 - 76,500
October 5, 1999 at $1.13 per share 48,750 49 54,951 - 55,000

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

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

Redemption of shares issued for services (14,085) (14) (14,986) - (15,000)

Net loss - - - (1,298,834) (1,298,834)
----------- -------- --------- ------------ ------------

Balance, December 31, 1999 31,394,250 $31,395 $958,376 $(1,298,834) $ (309,063)
=========== ======== ========= ============ ============

</TABLE>

See independent audirots' report and
accompanying notes to consolidated financial statements
F-16
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(Development Stage Companies)

STATEMENTS OF CASH FLOWS

For The Period From February 4, 1999 (Date of Inception)
Through December 31, 1999

<S> <C>
Cash flows from operating activities:
Net loss $(1,298,834)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 33,783
Value of shares issued for services 127,658
Value of shares subscribed for services and beneficial
conversion in connection with a consulting agreement 146,500
Write-off of note receivable to stockholder 10,000
Changes in operating assets and liabilities:
Inventories (22,705)
Other current assets (652)
Accounts payable and accrued expenses 222,660
------------

Net cash used in operating activities (781,590)
------------

Cash flows from investing activities:
Issuance of note receivable to stockholder (10,000)
Purchases of property and equipment (35,248)
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 (120,637)
Proceeds from convertible note payable 200,000
------------

Net cash provided by financing activities 695,613
------------

Net decrease in cash (256,225)

Cash at beginning of period -

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

Cash at end of period $ 3,775
============
</TABLE>
F-17
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(Development Stage Companies)

STATEMENTS OF CASH FLOWS-CONTINUED

For The Period From February 4, 1999 (Date of Inception)
Through December 31, 1999

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

STATEMENT OF CASH FLOWS - CONTINUED

FOR THE PERIOD FROM FEBRUARY 4, 1999 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1999

See independent auditors' report and
accompanying notes to consolidated financial statements
F-8

Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ -
========
Cash paid during the period for income taxes $ -
========

Supplemental disclosure of non-cash investing and financing activities:

During the year ended December 31, 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.

Subsequent to the year ended December 31, 1999, the Company redeemed 14,085
shares of common stock for $15,000. The Company has recorded this transaction
at December 31, 1999 and has included the redemption amount in accrued
liabilities.

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

F-18
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 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 and was inactive until the reorganization. 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 has treated the transaction as a reverse acquisition for
accounting purposes, as the Internet Golf shareholders had control of the
combined entity before and after the transaction. Therefore, the transaction
has been treated as the acquisition of Champion by Internet Golf. Internet Golf
changed its name to IGAT, Inc. and Champion changed its name to Internet Golf
Association, Inc. (the "Company"). The Company's year end is December 31.

As neither Champion or Internet Golf had substantive assets, liabilities or
operations at May 7, 1999, the acquisition 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 of cash attributed to Champion at the time of the
transaction, less $125,000 paid by Internet Golf for transaction-related costs.

Pursuant to a purchase agreement dated October 1, 1999, the Company acquired a
51% interest in Executive Golf Outings, LLC ("EGO"), an entity wholly owned by
the Company's majority stockholder, for settlement of a note receivable in the
amount of $10,000. As EGO was an entity under common control, the acquisition
has been recorded at the book value of the net assets acquired, resulting in a
write-off of the note receivable exchanged totaling $10,000.

If the acquisitions had occurred at Internet Golf's inception, the pro forma
consolidated statement of operations for the period ended December 31, 1999
would be as follows (unaudited):

<S> <C>
Revenues $ 51,060
============

Cost of revenues $ 37,944
============

Net loss $(1,302,826)
============

Basic and diluted loss per share $ (0.04)
============

Basic and diluted weighted-average common
shares outstanding 30,803,998
============
</TABLE>

F-19
<PAGE>

INTERNET GOLF ASSOCIATION, INC. AND SUBSIDIARIES
(Development Stage Companies)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

December 31, 1999

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1999

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

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.

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 and EGO, a company that organizes and hosts corporate golf
events. All significant intercompany balances and transactions have been
eliminated in consolidation. Minority interest related to EGO is not reported
separately in the financial statements as the amount is immaterial as of and for
the period ended December 31, 1999.

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.

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 December 31, 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 December 31, 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.

The future of the Company's operations depends in part 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-20
<PAGE>
- ------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
- -------------------------------------------------------------------
PRINCIPLES, CONTINUED
- ----------------------

Use of Estimates
- ------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect 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.

Organization Costs
- -------------------

The Company adopted Statement of Position No. 98-5 ("SOP 98-5"), "Reporting the
Costs of Start-up Activities." SOP 98-5 requires that all non-governmental
entities expense the costs of start-up activities, including organizational
costs as those costs are incurred.

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 year ended
December 31, 1999 was $4,616. 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.

F-21
<PAGE>
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
- -------------------------------------------------------------------
PRINCIPLES, CONTINUED
- ----------------------

Software Development
- ---------------------

The Company has adopted Statement of Position 98-1 ("SOP 98-1"), "Accounting for
the Cost of Computer Software Developed or Obtained for Internal Use." At
December 31, 1999, the Company has no material internal-use computer software
development costs.

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
year ended December 31, 1999.

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.

F-22
<PAGE>
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
- -------------------------------------------------------------------
PRINCIPLES, CONTINUED
- ----------------------

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. Revenues recognized during 1999 are from EGO, which recognizes
revenue from the organization and hosting of corporate golf events when the
events are completed.

Advertising
- -----------

Advertising costs are expensed as incurred.

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. 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. SFAS 130 had no effect on the
Company's financial statements as it had no comprehensive income components.

F-23
<PAGE>
- ------
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
- -------------------------------------------------------------------
PRINCIPLES, CONTINUED
- ----------------------

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.

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.

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.

F-24
<PAGE>
NOTE 2 - INCOME TAXES
- -------------------------

The Company is in the development stage and has incurred losses since its
inception. Net operating losses ("NOLs") generated in this stage would generally
result in a deferred tax asset. On December 31, 1999, the gross deferred tax
asset generated by these NOLs totaled approximately $528,000. The Company
recorded a valuation allowance of $528,000 against this deferred tax asset, as
the recoverability is dependent on the success of future operations.

No current provision for income taxes for the year ended December 31, 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:

<S> <C>
Computed tax benefit at federal statutory rate $(442,000)
State income tax benefit, net of federal effect (86,000)
Increase in valuation allowance 528,000
Other 800
----------

$ 800
==========
</TABLE>

As of December 31, 1999, the Company had net operating loss carryforwards of
approximately $1,299,000 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 (due to the change in ownership), 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 December 31, 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 (amount of shares shown is not effected for the
stock dividend). 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-25
<PAGE>
NOTE 3 - STOCKHOLDERS' EQUITY, CONTINUED
- ---------------------------------------------

On RCMRhett Molitor PF 210April 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
December 31, 1999, 979,500 shares have been issued under this PPM at $0.50 and
$0.83 per share for $495,613 (net of commissions and offering costs of
$120,637).

On September 28, 1999, the Company issued 14,085 shares of the Company's
restricted common stock (valued at $15,000 based on the share price) to a third
party as payment for services rendered. The value of the shares in this
transaction 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. The shares were
subsequently redeemed by the Company for a $15,000 payable.

During the year ended December 31, 1999, the Company issued 90,000 shares of
restricted common stock to various consultants pursuant to agreements (described
in Note 5) valued at $112,658.

During the year ended December 31, 1999, the Company agreed to issue 108,750
shares of restricted common stock to various consultants pursuant to agreements
(described in Note 5) valued at $131,500.

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.

F-26
<PAGE>
NOTE 3 - STOCKHOLDERS' EQUITY, CONTINUED
- ---------------------------------------------

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 December 31, 1999.

The following is a status of the stock options outstanding at December 31, 1999
and the changes during the period ended December 31, 1999:

WEIGHTED
AVERAGE
OPTIONS EXERCISE PRICE
--------- ----------------

Balance, February 4, 1999 - $ -

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

Balance, December 31, 1999 1,590,000 $ 0.71
========== =============

Exercisable, December 31, 1999 - $ -
========== =============

Weighted average fair value of options granted
in 1999 $ 0.10
=============
</TABLE>

1,530,000 of the options outstanding at December 31, 1999 have an exercise price
of $0.67 and a weighted average remaining contractual life of 9.4 years. The
remaining 60,000 options have an exercise price of $1.75, with a weighted
average remaining contractual life of 3.6 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 22%.

F-27
<PAGE>
NOTE 3 - STOCKHOLDERS' EQUITY, CONTINUED
- ---------------------------------------------

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 December 31, 1999 would approximate the pro forma amounts below:

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

Net loss $(1,298,834) $ (1,298,834)
========== ==========

Basic and diluted loss
per share $ (0.04) $ (0.04)
=========== =============
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 an 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 6.25%, (ii) dividend yield of 0%;
(iii) expected life of the warrants of 5 years; and (iv) volatility of 22%.

The following represents a summary of warrants outstanding for the period ended
December 31, 1999.

WEIGHTED
AVERAGE
WARRANTS EXERCISE PRICE
----------- ----------------

Balance, February 4, 1999 - -

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

Balance, December 31, 1999 2,175,000 1.56
========= ====

Exercisable, December 31, 1999 2,175,000 1.56
========= ====

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

F-28
<PAGE>

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

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 December 31, 1999, the Company has incurred interest expense
related to the note in the amount of $8,888. 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
- - see Note 3) and recorded as a debt discount. These debt discounts are
amortized on the straight-line method over the life of the note through interest
expense, beginning October 1999. Amortization expense for the year ended
December 31, 1999 was $29,167.

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 December 31, 1999 was $20,800.

Contracts and Agreements
- --------------------------

The Company 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 with
an unrelated third party 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 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 and accrued liability 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.

F-29
<PAGE>
NOTE 5 - COMMITMENTS AND CONTINGENCIES, CONTINUED
- -------------------------------------------------------

On April 29, 1999, the Company entered into a financial services agreement with
an unrelated party. The agreement extended 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, 1999), 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). Subsequent to year-end, the unrelated party
in the agreement waived any monthly payments otherwise due; as a result, no
expense has been recognized pursuant to this agreement through December 31,
1999.

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). The Company 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. As of December 31, 1999, no services have been rendered
pursuant to this agreement.

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 was recorded in the accompanying financial statements as $76,500
(based on the share price) in general and administrative expenses during the
period ended December 31, 1999.

The Company entered into a marketing agreement on July 1, 1999 with a third
party. Pursuant to the agreement, the Company issued 30,000 shares of its
restricted common stock (valued at $25,000 based on the share price). The
agreement expired on December 31, 1999.

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 shares each on the
first and second anniversary dates. The unvested options will be cancelled upon
termination of the agreement by either party. Total marketing expense
recognized pursuant to this agreement as of December 31, 1999 was $72,000, of
which $42,000 is included in accrued expenses.

F-30
<PAGE>
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 issued
45,000 shares of its restricted common stock (valued at $66,938 based on the
share price) as a non-refundable 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 December 31, 1999, the third party has yet to
perform any services pursuant to this agreement and the Company has expensed the
retainer.

The Company entered into a consulting agreement on September 10, 1999 with a
third party. Pursuant to the agreement, the Company issued 15,000 shares of its
restricted common stock (valued at $20,720 based on the share price). 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.
Subsequent to year-end, the Company issued options to purchase 15,000 shares of
the Company's restricted common stock at $1.83 per share (see Note 8). The
agreement, which is a month-to-month agreement, also required the Company to pay
$2,000 per month beginning in October 1999. Total consulting expense recognized
pursuant to this agreement as of December 31, 1999 was $8,000.

The Company entered into a development agreement with a third party on October
5, 1999. Pursuant to the agreement, the Company paid $25,000 in cash, issued
48,750 shares of the Company's restricted common stock (valued at $55,000 based
on the value of services performed) and may be required to issue options to
purchase 25,000 shares of the Company's restricted common stock at an exercise
price of $2.00 per share. The options were issued subsequent to December 31,
1999 (see Note 8). Total expense recognized with this third party as of
December 31, 1999 was $89,700, of which $15,000 is included in accrued expenses.

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 $ (1,298,834)

Denominator for basic and diluted loss per
common share:
Weighted average common shares outstanding 29,239,262
------------

Basic and diluted loss per common share $ (0.04)
=============

F-31
<PAGE>
NOTE 7 - RELATED-PARTY TRANSACTIONS
- ---------------------------------------

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 December 31, 1999. The Company
paid total advertising costs of $189,983 and finders fees of $84,325 to the
stockholder during the period ended December 31, 1999 under these agreements.

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

Effective January 3, 2000, the Company issued options to purchase 40,000 shares
of the Company's common stock to outside consultants pursuant to various
agreements (see Note 5). The options, which have exercise prices ranging from
$1.83 to $2.00, vest immediately and are exercisable through January 1, 2002.
Total SFAS 123 expense to be recognized is approximately $8,000.

Effective January 12, 2000, the Company borrowed $187,500 for working capital
purposes from a third party. The note requires monthly interest payments of 8%,
with all unpaid principal and accrued interest due June 1, 2000.

Effective February 24, 2000, the Company issued 2,000 restricted shares and
options to purchase 200,000 shares of the Company's common stock to directors.
The options, which have an exercise price of $1.00, vest immediately and are
exercisable through February 24, 2002. Total expense to be recognized in fiscal
2000 is approximately $142,000.

F-32
<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.

Internet Golf
Associates, Inc.
and Executive Golf Pro Forma
Subsidiaries Champion Outings Adjustments Pro Forma
------------- ------------ -------------- ----------------- -------------

<S> <C> <C> <C> <C> <C>
Net sales $ 42,000 $ - $ 9,060 $ - $ 51,060

Cost of sales 33,309 - 4,635 - 37,944
------------ -------- -------------- ------------ ------------

Gross profit 8,691 - 4,425 - 13,116

Operating expense 1,270,216 3,209 5,208 - 1,278,633

Interest expense 36,509 - - - 36,509
------------ -------- ------- ------------ ------------

Loss before provision for
income taxes (1,298,034) (3,209) (783) - (1,302,026)

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

Net loss $(1,298,834) $ (3,209) $ (783) $ - $(1,302,826)
============ ======== ======= ============== =============

Basic and diluted net loss
per common share $ (0.04) $ - $ - $ - $ (0.04)
============ ======== ======= ============== ============

Basic and diluted weighted
average common shares
outstanding 30,803,998 - - - 30,803,998
============ ======== ======= ============== ============
</TABLE>
<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.

_____________________ 6,627,000 SHARES

TABLE OF CONTENTS
Page
---- INTERNET GOLF
ASSOCIATION, INC.
Prospectus Summary . . . . . . . . 2
Risk Factors . . . . . . . . . . . 3
Price Range of Securities . . . . 8 [IGA LOGO]
Dividend Policy . . . . . . . . . . 8
Dilution. . . . . . . . . . . . . . 9
Use of Proceeds . . . . . . . . . . 11
Management's Discussions and
Analysis of Financial Condition
and Results of Operations . . . . 13
Business . . . . . . . . . . . . . 19
Management . . . . . . . . . . . . 28
Executive Compensation . . . . . 31
Certain Transactions . . . . . . . 33
Selling Stockholders . . . . . . . 34
Plan of Distribution . . . . . . . 36
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 ---------------
March ___, 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.

March 28, 2000

<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

II-1
<PAGE>
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 24,300,000 shares of Internet Golf 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.

Effective as of April 29, 1999, we entered into a financial services agreement
with Bridgewater Capital Corporation, and issued to Bridgewater Capital
Corporation an aggregate of 760,740 shares of common stock and warrants to
purchase 1,800,000 shares of Internet Golf's common stock at $1.50 per share,
exercisable through April 2004. The shares and the warrants were issued to
Bridgewater Capital in accordance with Section 4(2) of the Securities Act of
1933, as amended, for an offering not involving any public offering.

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.

In September 1999 we issued a Series 1999-A eight percent convertible note in
the face amount of $333,333 to Triton Private Equities Fund, LP, an unaffiliated
accredited investor. We sold the $333,333 face amount note to Triton Private
Equities Fund for $200,000 in gross proceeds to Internet Golf. In addition to
the note, Triton Private Equities Fund received a warrant to purchase 375,000
shares of our common stock at an exercise price of $1.83. The Convertible Note
and the Warrants were issued in accordance with Section 4(2) of the Securities
Act of 1933, as amended, as a offering not involving any public offering.

On January 12, 2000, the Company issued an unsecured promissory note to Alster
Finance, an unaffiliated "accredited" investor which is resident and
headquartered in Switzerland, in the amount of $187,500.00. The note is
unsecured, and is payable in one payment together with accrued interest at 8%
per annum on or before March 1, 2000. The due date for the note was extended to
June 1, 2000 by Alster.

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

II-2
<PAGE>
*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.
*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

*10.15 Promissory Note with Alster Finance
*10.16 Modified Fee and Stock Purchase Agreement with Computer
Concepts dated September 28, 1999
*10.17 Extension of Promissory Note with Alster Finance dated
February 24, 2000
10.18 Escrow Impoundment Agreement between Internet Golf
Association and Cutler Law Group

*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

II-3
<PAGE>
*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

(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.

II-4
<PAGE>
(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-5
<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. 3
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
March 28, 2000.

Internet Golf Association, Inc.

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

ESCROW IMPOUNDMENT AGREEMENT

FUND IMPOUND AGREEMENT

NAME OF ISSUER: INTERNET GOLF ASSOCIATION, INC.

DATE EFFECTIVE WITH SEC: __________________

EXPIRATION DATE: ___________________________

THE OFFICERS AND DIRECTORS OF INTERNET GOLF ASSOCIATION, INC. HEREBY AGREES
TO DELIVER, BY NOON OF THE BUSINESS DAY AFTER RECEIPT, and with names and
addresses of investors at time deposit is made, funds to be applied to an escrow
account in the amount of: $600,000 to

MRC Legal Services Corporation
dba Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660

as escrow agent, the papers, money, or property hereinafter described, to be
held and disposed of by said escrow agent in accordance with the duties,
instructions, and upon the terms and conditions hereinafter set forth to which
the undersigned hereby agree:

1. Escrow agent (hereinafter called the "escrow agent") is not a party to,
or bound by any agreement which may be evidenced by or arises out of the
following instructions.

2. The escrow agent and its officers, agents, and employees, act hereunder
as a depository only, and are not responsible or liable in any manner whatever
for serving as escrow agent in this matter or for the sufficiency, correctness,
genuineness or validity of any instrument deposited with it hereunder, or with
respect to the form or execution of the same, or the identity, authority, or
rights of any person executing or depositing the same.

3. The escrow agent shall not be required to take or be bound by notice of
any default by any person, or to take any action with respect to such default
involving any expense or liability, unless notified in writing is given an
officer of the escrow agent of such default by the undersigned or any of them,
and unless it is indemnified in a manner satisfactory to it against any
such expense or liability.

4. The escrow agent shall be protected in acting upon any notice, request,
waiver, consent, receipt or other paper or document believed by the escrow agent
to be genuine and to be signed by the proper party or parties.

<PAGE>
5. The escrow agent shall not be liable for any error in judgment or for any act
done or step taken or omitted by it in good faith or for any mistake or fact or
law, or for anything which it may do or refrain from doing in connection
herewith, except its own willful misconduct.

6. The escrow agent shall not be answerable for the default or misconduct of
any agent, attorney, or employee acting on behalf of the Issuer.

7. In the event of any disagreement between the undersigned(s)or any of
them, and/or the person or persons named in the foregoing instructions, and/or
any other person, resulting in adverse claims and demands being made in
connection with or for any papers, money or property involved herein or affected
hereby, the escrow agent shall be entitled at its option to refuse to comply
with any such claim or demand, so long as such disagreement shall continue, and
in so refusing the escrow agent may make no delivery or other disposition of any
money, papers or property involved herein or affected hereby and in so doing the
escrow agent shall not be or become liable to the undersigned or any of them or
to any person named in the foregoing instructions for its failure or refusal to
comply with such conflicting or adverse demands; and the escrow agent shall be
entitled to continue so to refrain and refuse so to act until:

a. The rights of the adverse claimants have been finally adjudicated in
the court assuming and having jurisdiction of the parties and the money, papers
and property involved herein or affected hereby an/or

b. All differences shall have been adjusted by agreement and the escrow
agent shall have been notified thereof in writing signed by all of the
interested parties.

8. The papers, documents, money or property subject to this escrow (if other
than already named) are as follows:

a. Internet Golf Association, Inc. shall deliver to escrow agent within
48 hours if receipt any and all Investor funds and checks subscribing for Shares
in Internet Golf Association, Inc.'s offering of Shares registered with the
Securities and Exchange Commission.

b. Internet Golf Association shall deliver to escrow agent within 48
hours of receipt any and all subscription agreements and ancillary documents
signed and submitted by investors in Internet Golf Association, Inc.'s offering
of Shares registered with the Securities and Exchange Commission. These
documents shall clearly specify the address of the investor for use by the
escrow agent in its actions under Section 9.

And including such items as may be described on attached schedules.

<PAGE>
9. The other duties of the escrow agent under the terms of this agreement
are as follows:

a. If $600,000 in investor subscription funds for the Internet Golf
Association offering of Shares registered with the Securities and Exchange
Commission is not deposited with the escrow agent by August 30, 2000, then
escrow agent shall immediately return all such investor funds and documents to
the named investors directly, without interest or deduction of any kind

b. When $600,000 has been deposited with the escrow agent, and all
other escrow requirements have been met, the escrow agent shall deliver to
Internet Golf Association the full amount of all investor funds then on deposit,
together with all interest earned on such amount, and shall deliver to Internet
Golf Association all investor documents in escrow agent's possession.

10. The escrow agent will be named as depository only and has not passed in
any way upon the merits or qualifications of the security and makes no
recommendation with regard to its purchase. The escrow agent does not authorize
the use of its name by any person for the promotion or sale of the Shares.

11. Fees for the usual services of the escrow agent under terms of this
agreement are set forth below, All such fees shall be computed on a fiscal or
calendar year period adjusted for any fractional part thereof except that a fee
for any period shall not be less than the minimum fee indicated.

a. In the event the fees charged and due the escrow agent remain unpaid
for a period of one year, the escrow agent shall have the right, and is hereby
authorized in its role and absolute discretion to discontinue the escrow,
terminate all duties hereunder, close all accounting or other records, and to
destroy all documents, records and files or to retain such items in a dormant
account status subject to the escheat laws of the State of California.

b. All fees charged shall be paid as follows:

c. The initial escrow fee shall be $ 500.00

d. In addition to the escrow fee paid or agreed upon at the inception
of this escrow, the parties agree to pay a reasonable compensation for any extra
services rendered or incurred by the escrow agent including a reasonable
attorney's fee if disputes arise or litigation is threatened or commences which
requires the escrow agent to refer such dispute to its attorneys.

12. After release of escrow, the duties, responsibilities and liability of
every kind and character under the escrow agreement shall cease and terminate.

<PAGE>
In witness whereof, the undersigned have executed this agreement as of the 1st
day of March, 2000

ISSUER:
Internet Golf Association, Inc.

/s/ Vincent Castagnola
______________________________
Vincent Castagnola, President

ESCROW AGENT:

MRC Legal Services Corporation

/s/ M. Richard Cutler
______________________________
M. Richard Cutler, President

INDEPENDENT AUDITOR'S CONSENT

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

We hereby consent to the use in this Amendment No. 3 to the Registration
Statement on Form SB-2 of our report dated February 18, 2000 (except for Note 8
which is as of February 24, 2000) relating to the consolidated financial
statements of Internet Golf Association, Inc. and subsidiaries, 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
March 28, 2000