SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
Commission file number 000-28569
TOURPRO GOLF, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0441551
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
1850 East Flamingo Rd #111
Las Vegas, NV 89119
(Address of principal executive offices) (zip code)
Issuer's Telephone Number: (702) 866-5835
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title if Class)
Indicate by check mark whether the registrant (a) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes No X
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
The number of shares of Common Stock, $0.001 par value, outstanding on
March 13, 2000, was 9,800,000 shares, held by approximately 1 stockholder.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
TourPro Golf ("TPG") was incorporated in the state of Nevada on December
9, 1998. TPG was formed to facilitate in the acquisition of a retail golf
company. However, the acquisition proved to be cost prohibitive and TPG
ceased such activities. TPG did not engage in any further commercial
operations. TPG does not have active business operations, and at this time
the company is considered as a "Blank Check" company.
The Company registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic and episodic reports under Rule
13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and
annual reports Form 10-KSB. As a reporting company under the Exchange Act,
the Company may register additional securities on Form S-8 (provided that it
is then in compliance with the reporting requirements of the Exchange Act)
and on Form S-3 (provided that is has during the prior 12 month period timely
filed all reports required under the Exchange Act), and its class of common
stock registered under the Exchange Act may be traded in the United States
securities markets provided that the Company is then in compliance with
applicable laws, rules and regulations, including compliance with its
reporting requirements under the Exchange Act.
The Company will attempt to locate and negotiate with a business entity
for the merger of that target business into the Company. In certain
instances, a target business may wish to become a subsidiary of the Company
or may wish to contribute assets to the Company rather than merge. No
assurances can be given that the Company will be successful in locating or
negotiating with any target business.
Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities. These are
commonly thought to include (1) the ability to use registered securities to
make acquisition of assets or businesses; (2) increased visibility in the
financial community; (3) the facilitation of borrowing from financial
institutions; (4) improved trading efficiency; (5) shareholder liquidity;
(6) greater ease in subsequently raising capital; (7) compensation of key
employees through options stock; (8) enhanced corporate image; and (9) a
presence in the United States capital market.
A business entity, if any, which may be interested in a business
combination with the Company may include (1) a company for which a primary
purpose of becoming public is the use of its securities for the acquisition
of assets or businesses; (2) a company which is unable to find an underwriter
of its securities or is unable to find an underwriter of securities on terms
acceptable to it; (3) a company which wishes to become public with less
dilution of its common stock than would occur normally upon an underwriting;
(4) a company which believes that it will be able to obtain investment
capital on more favorable terms after it has become public; (5) a foreign
company which may wish an initial entry into the United States securities
market; (6) a special situation company, such as a company seeking a public
market to satisfy redemption requirements under a qualified Employee Stock
Option Plan; or (7) a company seeking one or more of the other perceived
benefits of becoming a public company.
Management is actively engaged in seeking a qualified company as a
candidate for a business combination. The Company is authorized to enter
into a definitive agreement with a wide variety of businesses without
limitation as to their industry or revenues. It is not possible at this time
<PAGE>
to predict with which company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history,
revenues, future prospects or other characteristics of that company.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other
corporate purposes. The Company may acquire assets and establish wholly-
owned subsidiaries in various businesses or acquire existing businesses as
subsidiaries.
Management of the Company, which in all likelihood will not be
experienced in matters relating to the business of a target business, will
rely upon its own efforts in accomplishing the business purposes of the
Company. Outside consultants or advisors may be utilized by the Company to
assist in the search for qualified target companies. If the Company does
retain such an outside consultant or advisor, any cash fee earned by such
person will need to be assumed by the target business, as the Company has
limited cash assets with which to pay such obligation.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officer and director of the Company, who is not
a professional business analyst. In analyzing prospective business
opportunities, management may consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and
experience of management services which may be available and the depth of
that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential
for growth or expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trades; name
identification; and other relevant factors.
Management does not have the capacity to conduct as extensive an
investigation of a target business as might be undertaken by a venture
capital fund or similar institution. As a result, management may elect to
merge with a target business which has one or more undiscovered shortcomings
and may, if given the choice to select among target businesses, fail to enter
into an agreement with the most investment-worthy target business.
Following a business combination the Company may benefit from the
services of others in regard to accounting, legal services, underwritings and
corporate public relations. If requested by a target business, management
may recommend one or more underwriters, financial advisors, accountants,
public relations firms or other consultants to provide such services.
A potential target business may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued
after any business combination. Additionally, a target business may be
presented to the Company only on the condition that the services of a
consultant or advisor be continued after a merger or acquisition. Such
preexisting agreements of target businesses for the continuation of the
services of attorneys, accountants, advisors or consultants could be a factor
in the selection of a target business.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may
also acquire stock or assets of an existing business. On the consummation of
a transaction, it is likely that the present management and stockholders of
<PAGE>
the Company will no longer be in control of the Company. In addition, it is
likely that the Company's officer and director will, as part of the terms of
the acquisition transaction, resign and be replaced by one or more new
officers and directors.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all
or a part of such securities immediately after the transaction is consummated
or at specified times thereafter. If such registration occurs, of which
there can be no assurance, it will be undertaken by the surviving entity
after the Company has entered into an agreement for a business combination or
has consummated a business combination and the Company is no longer
considered a blank check company. The issuance of additional securities and
their potential sale into any trading market which may develop in the
Company's securities may depress the market value of the Company's securities
in the future if such a market develops, of which there is no assurance.
While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended
With respect to any merger or acquisition negotiations with a target
business, management expects to focus on the percentage of the Company which
target business stockholders would acquire in exchange for their
shareholdings in the target business. Depending upon, among other things,
the target business's assets and liabilities, the Company's stockholder will
in all likelihood hold a substantially lesser percentage ownership interest
in the Company following any merger or acquisition. Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's stockholder
at such time.
No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target business.
As of the date hereof, management has not made any final decision
concerning or entered into any agreements for a business combination. When
any such agreement is reached or other material fact occurs, the Company will
file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K. Persons reading this Form 10-KSB are advised to
determine if the Company has subsequently filed a Form 8-K.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes (but has not conducted any research to confirm) that
there are numerous firms seeking the perceived benefits of a publicly
registered corporation. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for acquisitions, and
providing liquidity for stockholders and other factors. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
<PAGE>
Computer systems redesigned for year 2000. Many existing computer
programs use only two digits to identify a year in such program's date field.
These programs were designed and developed without consideration of the
impact of the change in the century for which four digits will be required to
accurately report the date. If not corrected, many computer applications
could fail or create erroneous results by or following the year 2000 ("Year
2000 Problem"). Many of the computer programs containing such date language
problems have not been corrected by the companies or governments operating
such programs. It is impossible to predict what computer programs will be
effected, the impact any such computer disruption will have on other
industries or commerce or the severity or duration of a computer disruption.
The Company does not have operations and does not maintain computer
systems. Before the Company enters into any business combination, it may
inquire as to the status of any target business's Year 2000 Problem, the
steps such target business has taken or intends to take to correct any such
problem and the probable impact on such target business of any computer
disruption. However, there can be no assurance that the Company will not
merge with a target business that has an uncorrected Year 2000 Problem or
that any planned Year 2000 Problem corrections will be sufficient. The
extent of the Year 2000 Problem of a target business may be impossible to
ascertain and any impact on the Company will likely be impossible to predict.
SUBSEQUENT EVENTS
On March 6, 2000 Anthony N. DeMint purchased 4,800,000 shares of TPG's
common stock from 7 of TPG's stockholders for $4,800 in cash consideration.
ITEM 2. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of management
at no cost to the Company. Management has agreed to continue this
arrangement until the Company completes an acquisition or merger.
ITEM 3. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is currently no public market for the securities of the Company.
The Company does not intend to trade its securities in the secondary market
until completion of a business combination or acquisition. It is anticipated
that following such occurrence the Company will cause its common stock to be
listed or admitted to quotation on the NASD OTC Bulletin Board or, if it then
meets the financial and other requirements thereof, on the Nasdaq SmallCap
Market, National Market System or regional or national exchange.
The proposed business activities described herein classify the Company
as a "blank check" company. The Securities and Exchange Commission and many
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein.
There is currently one stockholder of the outstanding common stock of
the Company. The Company has not issued any preferred stock.
During the past three years, the Company has not sold any securities.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is currently seeking to engage in a merger with or
acquisition of an unidentified foreign or domestic company which desires to
become a reporting ("public") company whose securities are qualified for
trading in the United States secondary market. The Company meets the
definition of a "blank check" company contained in Section (7)(b)(3) of the
Securities Act of 1933, as amended. The Company has been in the
developmental stage since inception and has no operations to date. Other
than issuing shares to its original stockholders, the Company has not
commenced any operational activities.
Management is actively engaged in seeking a qualified company as a
candidate for a business combination. The Company is authorized to enter
into a definitive agreement with a wide variety of businesses without
limitation as to their industry or revenues. It is not possible at this time
to predict with which company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history,
revenues, future prospects or other characteristics of that company.
The Company will not acquire or merge with any entity which cannot
provide audited financial statements at or within a reasonable period of time
after closing of the proposed transaction. The Company is subject to all the
reporting requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited financial statements
as part of its Form 8-K to be filed with the Securities and Exchange
Commission upon consummation of a merger or acquisition, as well as the
Company's audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are
not available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations
made by the target business, the closing documents may provide that the
proposed transaction will be voidable at the discretion of the present
management of the Company.
<PAGE>
The Company will not restrict its search for any specific kind of
businesses, but may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any stage
of its business life. It is impossible to predict at this time the status of
any business in which the Company may become engaged, in that such business
may need to seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company may offer.
A business combination with a target business will normally involve the
transfer to the target business of the majority of common stock of the
Company, and the substitution by the target business of its own management
and board of directors.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any cash or other assets.
However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The officer and director of
the Company has not conducted market research and is not aware of statistical
data to support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.
The Company's stockholder has agreed that he will advance to the Company
any additional funds which the Company needs for operating capital and for
costs in connection with searching for or completing an acquisition or
merger. Such advances will be made without expectation of repayment unless
the owners of the business which the Company acquires or merges with agree to
repay all or a portion of such advances. There is no minimum or maximum
amount such stockholder will advance to the Company. The Company will not
borrow any funds for the purpose of repaying advances made by such
stockholder, and the Company will not borrow any funds to make any payments
to the Company's promoters, management or their affiliates or associates.
The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in
which the Company's officer, director, stockholder or their affiliates or
associates serve as officer or director or hold more than a 10% ownership
interest.
ITEM 7. FINANCIAL STATEMENTS
The consolidated financial statements included in this Form 10-KSB for the
years ended December 31, 1999, 1998 and 1997 have been audited by Barry L.
Friedman, PC., independent certified public accountant, as indicated in his
report with respect thereto, and are included in reliance upon such report
given upon the authority of said firm as experts in auditing and accounting.
Please see pages F-1 through F-8 attached as an exhibit A hereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting
and financial disclosure for the period covered by this report.
<PAGE>
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Directors and Officers of the Company are as follows:
<TABLE>
Name Age Positions and Offices Held
<S> <C> <C>
Anthony N. DeMint (1) 26 President, Secretary, Treasurer, Sole Director
</TABLE>
(1) On March 6, 2000. Anthony N. DeMint purchased 4,8000,000 shares of the
Company's Common Stock from 7 of the Company's stockholders for total
consideration of $4,800.
There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any
other person.
Set forth below is the name of the director and officer of the Company,
all positions and offices with the Company held, the period during which he
has served as such, and the business experience during at least the last five
years:
Anthony N. DeMint acts as President, Secretary, Treasurer and Director
for the Company. Mr. DeMint is also sole officer and Director of Tac Asset
Corp., Calif Acquisitions Inc., Accessory Specialists Incorporated, RUB
Investments Limited, Your Domain.com, and Nothing Corp. which are also blank
check companies. Since 1994, Mr. DeMint has been a business consultant and
has served on the board of directors and as an officer for several private
and public companies. Mr. DeMint currently serves as President and as a
Director of Securities Law Institute a securities consulting firm. From 1997-
1998, Mr. DeMint was Vice President of operations and a Director for
Worldwide Golf Resources, Inc. From 1995-1997, Mr. DeMint was Chief Operating
Officer, Treasurer and a Director of a publicly held import and wholesale
company, Cutty-Fleet Trading Co., where he managed day-to-day operations. Mr.
DeMint attended Business and Economics school at the University of Nevada Las
Vegas. Mr. DeMint is an affiliate of the law firm of Sperry Young &
Stoecklein.
CURRENT BLANK CHECK COMPANIES
The SEC reporting blank check companies that Anthony DeMint serves or
has served as President and Director are listed in the following table:
<TABLE>
Date
Incorporation Name Form Type File # of Filing Status(l)
<S> <C> <C> <C> <C>
Intercontinental
Capital Fund, Inc. 10SB12G 000-27931 04 Nov 99 Merger (2a)
Tele Special.Com 10SB12G 000-28207 19 Nov 99 Merger (2b)
Navitec Group Inc. 10SB12G 000-28225 22 Nov 99 Merger (2c)
Royal Acquisitions, Inc. 10SB12G 000-28713 30 Dec 99 Merger (2d)
LifePlan 10SB12G 000-29033 08 Jan 00 Merger (2e)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Central America Fuel
Technology, Inc. 10SB12G 000-28697 29 Dec 1999 No
Scientific Fuel Technology, Inc. 10SB12G 000-28685 28 Dec 1999 No
Calif Acquisitions, Inc. 10SB12G 000-29345 04 Feb 00 No
Accessory Specialists Inc. 10SB12G 000-29353 07 Feb 00 No
Rub Investments Limited 10SB12G 000-29315 03 Feb 00 No
Your Domain.com 10SB12G 000-29317 03 Feb 00 No
Nothing Corp. 10SB12G 000-29399 08 Feb 00 No
Tac Asset Corp 10SB12G 000-29355 07 Feb 00 No
</TABLE>
(1) Under Merger Status "Merger" represents either a merger or an
acquisition has occurred or the company ceased to be a blank check
company by operating specific business a "No" represents that the
company is currently seeking merger or acquisition candidate. More
detailed information for each merger is disclosed in following
paragraphs.
(2) (2a) In January 2000 Intercontinental Capital Fund, Inc. merged with
Desert Health Products, Inc. ("DHP") whereby DHP was the surviving
corporation and Intercontinental Capital Fund ceased to exist. DHP was formed
to develop dietary supplement products from natural plant extracts. DHP is
focusing its development efforts on certain plants and plant extracts that
are widely used throughout the United States and Europe to treat a variety of
diseases and physical conditions. Pursuant to the Plan of Merger, DHP issued
400,000 shares of restricted Common Stock to Anthony N. DeMint in exchange
for the cancellation of Mr. DeMint's 5,000,000 shares of Intercontinental
Capital Fund Common Stock. DHP paid $100,000 in cash to Sperry Young &
Stoecklein, of which Anthony N. DeMint is an affiliate, for legal fees
associated with the merger. Mr. DeMint currently is a non-affiliated
stockholder of DHP. DHP is currently a SEC reporting company under 12(g) of
the Securities and Exchange Act of 1934.
(2b) In January 2000 Tele Special.Com merged with International Brands,
Inc. ("INBR") whereby INBR was the surviving corporation and Tele
Special.Com ceased to exist. INBR is a holding company for various
Internet related companies. Pursuant to the Plan of Merger, INBR issued
25,000 shares of restricted Common Stock to Anthony N. DeMint in
exchange for the cancellation of Mr. DeMint's 5,000,000 shares of Tele
Special.Com Common Stock. INBR paid $150,000 in cash to Sperry Young &
Stoecklein, of which Anthony N. DeMint is an affiliate, for legal fees
associated with the merger. Mr. DeMint currently is a non-affiliated
stockholder of INBR. INBR is currently a SEC reporting company under
12(g) of the Securities and Exchange Act of 1934.
(2c) In February 2000 Navitec Group, Inc. merged with Worldnet
Resources Group, Inc. ("WRGI") whereby WRGI was the surviving
corporation and Navitec Group, Inc. ceased too exist. WRGI is a holding
company for various Internet related companies. Pursuant to the Plan of
Merger, WRGI issued 2,083 shares of restricted Common Stock to Anthony
N. DeMint in exchange for the cancellation of Mr. DeMint's 5,000,000
shares of Tele Special.Com Common Stock. WRGI paid $150,000 in cash to
Sperry Young & Stoecklein, of which Anthony N. DeMint is an affiliate,
for legal fees associated with the merger. Mr. DeMint currently is a non-
affiliated stockholder of WRGI. WRGI is currently a SEC reporting
<PAGE>
company under 12(g) of the Securities and Exchange Act of 1934.
(2d) In March 2000 Royal Acquisitions, Inc. merged with zebramart.Com,
Inc. ("ZMRT") whereby ZMRT was the surviving corporation and Royal
Acquisitions, Inc. ceased too exist. ZMRT the internet's premier luxury
shopping club, offers upscale contemporary merchandise in a variety of
lifestyle categories. Pursuant to the Plan of Merger, ZMRT issued
2,000,000 shares of restricted Common Stock to Anthony N. DeMint in
exchange for the cancellation of Mr. DeMint's 5,000,000 shares of Royal
Acquisitions, Inc. Common Stock. ZMRT paid $200,000 in cash to Sperry
Young & Stoecklein, of which Anthony N. DeMint is an affiliate, for
legal fees associated with the merger. Mr. DeMint currently is a non-
affiliated stockholder of ZMRT. ZMRT is currently a SEC reporting
company under 12(g) of the Securities and Exchange Act of 1934.
(2e) In March 2000 LifePlan, merged with HIV-VAC, INC. ("HIVC") whereby
HIVC was the surviving corporation and LifePlan ceased too exist. HIVC
is an Internet premier luxury shopping club, offers upscale contemporary
merchandise in a variety of lifestyle categories. Pursuant to the Plan
of Merger, HIVC issued 100,000 shares of restricted Common Stock to
Anthony N. DeMint in exchange for the cancellation of Mr. DeMint's
10,000,000 shares of LifePlan Common Stock. Mr. DeMint currently is a
non-affiliated stockholder of HIVC. HIVC is currently a SEC reporting
company under 12(g) of the Securities and Exchange Act of 1934.
CONFLICTS OF INTEREST
Our officer and director expects to organize other companies of a
similar nature and with a similar purpose as us. Consequently, there are
potential inherent conflicts of interest in acting as our officer and
director. Insofar as the officer and director are engaged in other business
activities, management anticipates that he will devote only a minor amount of
time to our affairs. We do not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to our proposed business operations.
A conflict may arise in the event that another blank check company with
which management is affiliated is formed and actively seeks a target company.
It is anticipated that target companies will be located for us and other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on the
same date, alphabetically. However, any blank check companies with which
management is, or may be, affiliated may differ from us in certain items such
as place of incorporation, number of shares and stockholders, working
capital, types of authorized securities, or other items. It may be that a
target company may be more suitable for or may prefer a certain blank check
company formed after us. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank check company
regardless of date of formation.
A business combination with us may include such terms as Mr. DeMint
remaining a director or officer of the Company and/or the continuing
securities work of the Company being handled by the consulting firm of which
Mr. DeMint is a director. The terms of a business combination may provide for
a payment by cash or otherwise to Mr. DeMint for the purchase or retirement
of all or part of his common stock by a target company or for services
rendered incident to or following a business combination. Mr. DeMint would
directly benefit from such employment or payment. Such benefits may influence
Mr. DeMint choice of a target company.
<PAGE>
We may agree to pay finder's fees, as appropriate and allowed, to
unaffiliated persons who may bring a target company to us where that referral
results in a business combination. No finder's fee of any kind will be paid
by us to management or our promoters or to their associates or affiliates. No
loans of any type have, or will be, made by us to management or our promoters
of or to any of their associates or affiliates.
We will not enter into a business combination, or acquire any assets of
any kind for our securities, in which our management or any affiliates or
associates have a greater than 10% interest, direct or indirect.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest
in favor of us could result in liability of management to us. However, any
attempt by stockholders to enforce a liability of management to us would most
likely be prohibitively expensive and time consuming.
ITEM 10. EXECUTIVE COMPENSATION
The Company's officer and director does not receive any compensation for
his services rendered to the Company, has not received such compensation in
the past, and is not accruing any compensation pursuant to any agreement with
the Company. However, the officer and director of the Company anticipates
receiving benefits as a beneficial shareholder of the Company and, possibly,
in other ways.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 13, 2000, each person known
by the Company to be the beneficial owner of five percent or more of the
Company's Common Stock and the director and officer of the Company. Except as
noted, the holder thereof has sole voting and investment power with respect
to the shares shown.
<TABLE>
Amount of
Name and Address Beneficial Percentage
of Beneficial Owner Ownership of Class
<S> <C> <C>
Anthony N. DeMint 9,800,000 100%
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 6, 2000. Anthony N. DeMint purchased 4,800,000 shares of the
Company's Common Stock from 7 of the Company's stockholders for total
consideration of $4,800.
Mr. DeMint has been involved with the following blank check companies
Intercontinental Capital Fund, Inc., Tele Special.Com, Navitec Group, Inc,
Royal Acquisitions, Inc., Calif Acquisitions Inc., Accessory Specialists
Incorporated, RUB Investments Limited, Your Domain.com, Tac Asset Corp.,
Central American Fuel Technology, Scientific Fuel Technology, Inc, LifePlan
and Nothing Corp. which are also blank check companies.
<PAGE>
The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in
which the Company's officer, director or stockholders or their affiliates or
associates serve as officer or director or hold more than a 10% ownership
interest. Management is not aware of any circumstances under which this
policy may be changed.
The proposed business activities described herein classify the Company
as a "blank check" company. The Securities and Exchange Commission and many
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Accordingly,
the stockholders of the Company have placed the respective stock certificates
with the Company which will not release the certificates until such time as a
merger or acquisition has been successfully consummated.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1* Articles of Incorporation filed as an exhibit to the Company's
registration statement on Form 10-SB filed on December 20, 1999,
and incorporated herein by reference.
3.2* By-Laws filed as an exhibit to the Company's registration statement
on Form 10-SB filed on December 20, 1999, and incorporated herein
by reference.
27 Financial Data Schedule
_____
* Previously filed
(b) There were no reports on Form 8-K filed by the Company during the
quarter ended December 31, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
TOURPRO GOLF, INC.
By:/s/ Anthony DeMint
Anthony N. DeMint, President
Dated: March 13, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Anthony DeMint
Anthony N. DeMint Director March 13, 2000
<PAGE>
FINANCIAL STATEMENTS
Set forth below are the audited financial statements for the Company for
the period ended December 31, 1999. The following financial statements are
attached to this report and filed as a part thereof.
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
ASSETS F-2
LIABILITIES AND STOCKHOLDERS' EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7-F-8
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO.(702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors January 11, 2000
TourPro Golf, Inc.
Las Vegas, Nevada
I have audited the Balance Sheet of TourPro Golf, Inc., (A Development
Stage Company), as of December 31, 1999, and December 31, 1998, and the
related Statements of Operations, Stockholders', Equity and Cash Flows for
the period January 1, 1999, to December 31, 1999 and December 9, 1998,
(inception) to December 31, 1998. 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 TourPro, Golf,
Inc., (A Development Stage Company), at December 31, 1999 and December 31,
1998, and the results of its operations and cash flows for the period January
1, 1999, to December 31, 1999, and December 9, 1998, (inception) to December
31, 1998, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #3.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Barry Friedman
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
TOURPRO GOLF, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
December December
31, 1999 31, 1998
<S> <C> <C>
CURRENT ASSETS $ 0 $ 0
---------- ----------
TOTAL CURRENT ASSETS $ 0 $ 0
---------- ----------
OTHER ASSETS $ 0 $ 0
---------- ----------
TOTAL OTHER ASSETS $ 0 $ 0
---------- ----------
TOTAL ASSETS $ 0 $ 0
========== ==========
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Officers Advances (Note #6) $ 285 $ 285
---------- ----------
TOTAL CURRENT LIABILITIES $ 285 $ 285
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
Authorized 25,000,000 shares;
Issued and outstanding at
December 31, 1999-9,800,000 shares $ 9,800 $ 9,800
Additional paid-in capital 0 0
Deficit accumulated during
Development stage (10,085) (10,085)
---------- ----------
TOTAL STOCKHOLDER'S EQUITY $ (285) $ (285)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 0 $ 0
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
TOURPRO GOLF, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Dec. 9,
Jan. 1, Dec. 9, 1998
1999, to 1998, to (inception)
Dec. 31, Dec. 31, to Dec.31,
1999 1998 1999
---------- ---------- ----------
<S> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0
---------- ---------- ----------
EXPENSES
General
and Administrative $ 0 $ 285 $ 285
Services 0 9,800 9,800
---------- ---------- ----------
TOTAL EXPENSES $ 0 $ 10,085 $ 10,085
---------- ---------- ----------
NET LOSS $ 0 $ (10,085) $ (10,085)
========== ========== ==========
Net Loss
Per Share $ NIL $ (.0010) $ (.0010)
========== ========== ==========
Weighted average
number of common
shares outstanding 9,800,000 9,800,000 9,800,000
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
TOURPRO GOLF, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulated
Additional during
Common Stock paid-in development
Shares Amount capital stage
<S> <C> <C> <C> <C>
December 9, 1998
issued for services 9,800,000 $ 9,800 $ 0 $ 0
Net loss, December
9,1998(inception)
to December 31, 1998 (10,085)
---------- -------- ---------- -----------
Balance
December 31, 1998 9,800,000 $ 9,800 $ 0 (10,085)
Net Loss
January 1, 1999 to
December 31, 1999 0
---------- -------- ---------- ------------
Balance,
December 31, 1999 9,800,000 $ 9,800 $ 0 (10,085)
========== ======== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
TOURPRO GOLF, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, Dec. 9, Dec. 9, 1998
1999, to 1998, to (inception)
Dec. 31, Dec. 31, to Dec.31,
1999 1998 1999
---------- ------------ ------------
<S> <C> <C> <C>
Cash Flows from
Operating Activities
Net loss $ 0 $ (10,085) $ (10,085)
Issue common stock for services 0 9,800 9,800
Cash Flows from
Investing Activities
Changes in assets and
Liabilities
Officers Advances 0 285 285
---------- ---------- ----------
Net cash flow from
Operating Activities 0 0 0
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities 0 0 0
---------- ----------- -----------
Net increase in cash 0 0 0
Cash,
beginning of period 0 0 0
---------- ----------- -----------
Cash,
end of period 0 0 0
========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
TOURPRO GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized December 9, 1998, under the laws of the State
of Nevada, as TourPro Golf, Inc. The Company currently has no operations and,
in accordance with SFAS #7, is considered a development stage company.
On December 9, 1998, the Company issued 9,800,000 shares of it's $.001
par value common stock for services of $9,800.00.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
common shares outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
4. In April 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 ("SOP 98-511), Reporting on
the Costs of Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred. SOP
98-5 is effective for fiscal years beginning after December 15, 1998, with
initial adoption reported as the cumulative effect of a change in accounting
principle.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has no current source of
revenue. Without realization of additional capital, it would be unlikely for
the Company to continue as a going concern. It is management's plan to seek
additional capital through a merger with an existing operating company.
<PAGE>
TOURPRO GOLF, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
December 31, 1999, and December 31, 1998
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to issue any additional
shares of common stock of the Company.
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected
therein. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the Company has advanced funds on
behalf of the Company to pay for any costs incurred by it. These funds are
interest free.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 285
<BONDS> 0
0
0
<COMMON> 9,800
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
