REGISTRATION NO. ____-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment Number 1
to
Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PROGOLFTOURNAMENTS.COM
(Exact name of registrant as specified in its
charter)
Nevada 0273 98-0215222
(State or other (Primary (IRS Employer
jurisdiction of Standard Industrial Identification No.)
incorporation Classification Code
or organization) Number)
3266 Yonge Street, Suite 1208
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
(Address, including zip code, and telephone
number, including area code,
of registrants principal executive offices)
Agent for Service:
With a Copy to:
Michael Levine Progolftournaments.com
Vice-President Vandeberg Johnson & Gandara
63 St. Clair Avenue, 600 University Street, Suite 2424
West, Suite 1704 Seattle, Washington 98101
M4V 2Y9 CANADA
Toronto, Ontario
(416) 962-4508 (206) 386-8080
(Name, address, including zip code, and
telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed
sale to the public:
As soon as practicable after the effective date
of this Registration Statement.
If any of the securities being registered
on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. [x]
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Proposed Proposed
each Amount Maximum maximum Amount of
class of to be offering aggregate Registratio
securities registered price offering n
to per unit price Fee
be
registered
Common 9,861,300 $0.0085 per $83,004.00 $ 23.24
stock shares share1
</TABLE>
1 No exchange or over-the-counter market
exists for Progolftournaments.com's common
stock. The average price paid for
Progolftournaments.com's common stock was
$.0085 per share. Progolftournaments.com
believes this supports a bona fide estimate of
$0.0085 per share as the maximum offering price
solely for the purpose of calculating the
amount of the registration fee pursuant to Rule
457(c) under the Securities Act of 1933.
This prospectus is part of a registration
statement that permits selling shareholders to
sell their shares on a continuous or delayed
basis in the future. Selling shareholders will
sell their shares "at market" should a market
develop in the future.
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 or until the registration statement
shall become effective on such date as the
Securities and Exchange Commission, acting
pursuant to such section 8(a), may determine.
WE WILL AMEND AND COMPLETE THE INFORMATION IN
THIS PROSPECTUS. ALTHOUGH WE ARE PERMITTED BY
US FEDERAL SECURITIES LAW TO OFFER THESE
SECURITIES USING THIS PROSPECTUS, WE MAY NOT
SELL THEM OR ACCEPT YOUR OFFER TO BUY THEM
UNTIL THE DOCUMENTATION FILED WITH THE SEC
RELATING TO THESE SECURITIES HAS BEEN DECLARED
EFFECTIVE BY THE SEC. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES OR OUR
SOLICITATION OF YOUR OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THAT WOULD
NOT BE PERMITTED OR LEGAL.
SUBJECT TO COMPLETION
Prospectus
December 5, 1999
Progolftournaments.com
3266 Yonge Street, Suite 1203
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
9,861,300 Shares of Common Stock
to be sold by current shareholders
This is the initial public offering of common
stock of Progolftournaments.com, and no public
market currently exists for shares of
Progolftournaments.com's common stock. None of
the proceeds from the sale of stock in this
offering will be available to
Progolftournaments.com. This prospectus is
part of a registration statement that permits
selling shareholders to sell their shares on a
continuous or delayed basis in the future. The
most recent sale of Progolftournaments.com's
common stock in October, 1999 at a price of
$0.001 per share.
This is not an underwritten offering, and
Progolftournaments.com's stock is not listed on
any national securities exchange or the NASDQ
Stock Market.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE RISK FACTORS BEGINNING ON PAGE 1.
Neither the SEC nor any state securities
commission has approved or disapproved of these
securities or passed upon the adequacy or
accuracy of this prospectus. Nor have they
made, nor will they make, any determination as
to whether anyone should buy these securities.
Any representation to the contrary is a
criminal offense.
You should rely only on the information
contained in this document.
Progolftournaments.com has not authorized
anyone to provide you with information that is
different. This document may only be used where
it is legal to sell these securities. The
information in this document may only be
accurate on the date of this document.
TABLE OF CONTENTS
Risk Factors........................1
Use of Proceeds ..................5
Determination of Offering
Price..............................6
Dilution..........................6
Selling Shareholders..............6
Plan of Distribution..............6
Description of Capital............7
Interests of Named Experts and
Counsel...........................7
Description of Business............7
Description of Property............9
Legal Proceedings...................9
Market Price of and Dividends on Capital Stock
and Related Stockholder
Matters..............................9
Selected Financial Data...............9
Managements Discussion and Analysis of
Financial Condition and Results of
Operations.........................10
Changes in and Disagreements with Accountants
on Accounting and Financial
Disclosure...........................11
Directors and Executive
Officers.............................11
Executive Compensation................12
Security Ownership of Certain Beneficial Owners
and Management...12
Certain Relationships and Related
Transactions........................13
Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities...........................13
Index to Financial
Statements............................14
DESCRIPTION OF BUSINESS
Progolftournaments.com was incorporated under
the laws of the State of Nevada on September 3,
1999, and is in its early developmental and
promotional stages. To date,
Progolftournaments.com's only activities have
been organizational, directed at acquiring its
principal asset, raising its initial capital
and developing its business plan.
Progolftournaments.com has not commenced
commercial operations or received any revenue.
Progolftournaments.com has no full time
employees and owns no real estate.
Progolftournaments.com was formed to take
advantage of the growing popularity of both the
Internet and the game of golf itself. The
concept combines the skills necessary to play
golf, the use of a computer and the thrill of
playing for substantial cash prizes.
Progolftournaments.com believes that it has
sufficient capital from its initial stock
subscriptions to set up its web page and
prepare to conduct weekly tournaments.
Management anticipates this process will be
completed by June 30, 2000. At that time it is
anticipated that some staff will be required
and that additional funding may be required.
Progolftournaments.com believes that these
funds will provide an advertising budget to be
used outside of its projected cooperation with
various segments of the golfing industry
(magazines, cable channels, and equipment
manufacturers). Staff requirements will be
dictated by the rate of growth of the business
once tournaments are commenced.
Progolftournaments.com has already established
its Website and is making final arrangements to
be ready to commence business by May 1, 2000.
RISK FACTORS
You should carefully consider the following
risk factors and all other information
contained in this prospectus before purchasing
the common stock of Progolftournaments.com
(Progolftournaments.com or
"Progolftournaments.com"). Investing in
Progolftournaments.com common stock involves a
high degree of risk. Any of the following
risks could adversely affect
Progolftournaments.com's business, financial
condition and results of operations and could
result in a complete loss of your investment.
The risks and uncertainties described below are
not the only ones Progolftournaments.com may
face. Additional risks and uncertainties not
presently known may also impair
Progolftournaments.com's business operations.
You Should Not Rely on Forward-Looking
Statements Because They Are Inherently
Uncertain
You should not rely on forward-looking
statements in this prospectus. This prospectus
contains forward-looking statements that
involve risks and uncertainties. We use words
such as anticipates, believes, plans,
expects, future, intends and similar
expressions to identify these forward-looking
statements. This prospectus also contains
forward-looking statements attributed to
certain third parties relating to their
estimates regarding the potential uses of
Progolftournaments.com's product and markets
for it. Prospective investors should not place
undue reliance on these forward-looking
statements, which apply only as of the date of
this prospectus. Progolftournaments.com's
actual results could differ materially from
those anticipated in these forward-looking
statements for many reasons, including the
risks faced by Progolftournaments.com described
in Risk Factors and elsewhere in this
prospectus.
Risks Related to Progolftournaments.com's
Business
Progolftournaments.com's success is dependent
on a number of factors that should be
considered by prospective investors.
Progolftournaments.com has only recently
developed its business concept and business
plan. It is a relatively young company and has
no history of earnings or profit and there is
no assurance that it will operate profitably in
the future. As such, there is no assurance
that Progolftournaments.com will provide a
return on investment in the future.
Attracting Internet using golfers may not be
feasible
Progolftournaments.com was formed in September
of 1999 for the purpose of exploiting a new
technology into a practical and viable business
utilizing the WorldWide Web. While
Progolftournaments.com was originated to take
advantage of the growing popularity of both the
Internet and the game of Golf, there can be no
assurance that the golfing aspect of the
Progolftournaments.com business will appeal to
Internet users or that the Internet aspect will
appeal to golfers.
Nature of Progolftournaments.com tournaments
may deter participation
The concept of Progolftournaments.com and it
business plan is to market participation in
golf tournaments played on the Internet. The
unique feature is that participants will play
the same tournament on their computer on the
same golf course(s) as the professional golfers
are playing that weekend. Each computer golfer
will play one round on Thursday, one on Friday
one on Saturday and the final round will be
played on Sunday. Although the computer
tournament differs slightly with the Pro event
(more than one round can be played each day,
provided each is purchased separately and there
will be no cut) it may well be that home
players cannot be available each of the four
days of the Pro tournament to play on their PC.
This could result in a severe limitation of
computer players and a severe limitation on
Progolftournaments.com's profit potential.
Progolftournaments.com cooperation with major
golf organizations may not attract players.
Progolftournaments.com's plans to associate
itself with the four major professional tours,
the PGA, the LPGA, Senior PGA and the European
PGA. One or more of these organization's
tournaments may have very limited appeal to
computer players. As an example, players in
Europe may have limited interest in one or more
of the North American based tourneys and North
American computer players may have limited
interest in European events. Special
international events such as the Ryder Cup,
etc. may interfere with the play in the
tournaments that weekend.
No guarantee of profitability.
There can be no guarantee that
Progolftournaments.com ever will be profitable.
If Progolftournaments.com does become
profitable, however, one or more of the
organizations that have indicated a willingness
to cooperate in promoting the computer game (TV
networks, Golf channels and golfing
publications) may ask for, and
Progolftournaments.com be forced to give, a
share of the revenues. Should this happen,
Progolftournaments.com may be forced to give up
a large share or all of the profits, thereby
making the whole concept non-profitable. As an
example, Progolftournaments.com expects to
enter into a revenue sharing agreement with
Psygnosis, Ltd., the developer of the home
computer golf game that is being modified for
use on the WorldWide Web. The exact percentage
committed to this first revenue-sharing
agreement has not yet been determined.
Progolftournaments.com May Undertake Investment
Risks Shareholders Might Not Otherwise Accept
Because Progolftournaments.com has a limited
time to develop a highly speculative and
unproven technology or combination of
technologies, management will spend a
significant portion of the time it devotes to
Progolftournaments.com evaluating other
business opportunities that may be available.
These opportunities may be related to
Progolftournaments.com's concept, or they may
be in a completely unrelated field.
Progolftournaments.com has not had discussions
with any of third parties regarding business
opportunities but there can be no assurance
that such discussions will not take place. Any
asset acquisition or business combination would
likely include the issuance of a significant
amount of Progolftournaments.com common stock,
which would dilute the ownership interest of
holders of existing shares of common stock.
Depending on the nature of the transaction,
Progolftournaments.com's stockholders may not
have an opportunity to vote on whether to
approve it. As a result,
Progolftournaments.com's management could enter
into a transaction in which an investor would
not want to invest. In such a case, an
investor could not only lose its entire
investment, but could lose it on a business
decision he or she did not have an opportunity
to evaluate at the time of investing in
Progolftournaments.com
Competitors Could Develop Alternative and
Similar Internet based Golf Games.
While Progolftournaments.com has no specific
knowledge on this subject, it is possible that
a competitor may have or develop a product that
could achieve results similar to or better than
that of Progolftournaments.com.
Progolftournaments.com is aware that there are
many organizations in existence that have the
knowledge, technical support and financial
strength to emulate the Progolftournaments.com
concept without necessarily intruding on any
copyrighted or proprietary intellectual
property.
Progolftournaments.com may not have any
exclusive intellectual property.
The intellectual property of
Progolftournaments.com is limited to a
combination of already established
technologies. A home computer golf game is
being modified for use on the Internet; credit
card processing will be done by an established
concern specializing in that function; basic
business software will record plays and scores.
It is unclear whether or not
Progolftournaments.com has any specific
intellectual property to defend other than what
it believes to be a unique combination of
technologies. Even if a clear violation does
occur, Progolftournaments.com may not have the
financial resources to defend its intellectual
property in one or more countries. This could
result in a drain on revenues and cash
reserves, if any.
Government Regulation Could Adversely Affect
the Future Business of Progolftournaments.com.
With any business dependant on the WorldWide
Web, there is always a possibility that one or
more governments will apply regulations that
could adversely effect the business of
Progolftournaments.com. In a world where
governments are continually seeking new sources
of revenue, there is always the possibility
that regulations and/or taxes could be imposed
for use of the Internet. While there is
legislation in the United States that puts a
moratorium on certain types of internet
activities there can be no assurance that
further regulation and/or licensing will not
emerge in the future in the USA or in other
countries around the world. Any new
regulations or licensing could damage
Progolftournaments.com's business, affect the
possibility of profit and perhaps the viability
of Progolftournaments.com's business plan, and
cause the price of its common stock to decline.
Heavy dependence on individuals who will not
devote full time and attention to the affairs
of Progolftournaments.com could result in
delays or business failure
Howard I. Klein, Michael R. Levine and Sandy
Winick are serving as Progolftournaments.com's
only officers and directors. The By-laws of
Progolftournaments.com call for five directors.
The present three directors plan on adding two
more board members in the near future. These
directors will be selected with a view to their
having the proper affiliation with one or more
segments of the business, i.e. a cooperating
concern or a supplier of technology.
Progolftournaments.com will be heavily
dependent upon the director's skills, talents
and abilities to implement its business plan
and may, from time to time, find that these
individuals' inability to devote full time and
attention to Progolftournaments.com's affairs
will result in delay(s) in progress towards the
implementation of its business plan or in a
failure to implement its business plan. The
officers and directors maintain other means to
earn their livelihood. It is the feeling of
the Board of Directors that paying one or more
of the directors as a full-time employee at
this stage in the development of
Progolftournaments.com would put an
unreasonable amount of financial strain on its
capital reserves.
Moreover, Progolftournaments.com does not have
an employment agreement with Mr. Klein, Mr.
Levine or Mr. Winick and as a result, there is
no assurance that they will continue to manage
Progolftournaments.com's affairs in the future.
If Progolftournaments.com should lose the
services of one or all of its officers and
directors, or if one or more should decide to
join a competitor or otherwise compete directly
or indirectly with Progolftournaments.com, this
could have a significant adverse effect on
Progolftournaments.com's business and could
cause the price of its stock to decline. The
services of Mr. Klein, Mr. Levine and Mr.
Winick would be difficult to replace. Because
investors will be dependent on the performance
and business judgement of management, they
should carefully and critically assess these
three individuals' background. See Directors
and Executive Officers.
Year 2000 Issues Could Result in Reduced Sales.
There is also risk associated with Year 2000
issues. These issues arise because many
computerized systems use two digits rather than
four digits to identify a year. Date-sensitive
systems may recognize the year 2000 as 1900 or
some other date, resulting in errors when
information using the year 2000 date is
processed. In addition, similar problems may
arise in some systems that use certain dates in
1999 to represent something other than a date.
The effects of the Year 2000 issue may be
experienced before, on, or after January 1,
2000, and, if not addressed, the impact on
operations and financial reporting may range
from minor errors to significant systems
failure that could affect an entitys ability
to conduct normal business operations. It is
not possible to be certain that all aspects of
the Year 2000 Issue affecting
Progolftournaments.com, including those related
to customers, cooperating organizations or
other third parties, will be fully resolved.
It is possible that one or more of the
cooperating entities, for instance a golf
publication that Progolftournaments.com is
relying upon to promote the game or several of
Progolftournaments.com's clients, may become
inoperative, and cause Progolftournaments.com
to incur heavy expenses or losses. At present,
due to Progolftournaments.com's developmental
stage, it has no critical systems that it must
test for Year 2000 compliance. However,
Progolftournaments.com cannot be certain that
it will not experience unanticipated negative
consequences from Year 2000 problems, or that
it will be able to make any such modifications
as may become necessary in a timely, cost-
effective and successful manner, and the
failure to do so could have a material adverse
effect on Progolftournaments.com's business and
operating results.
Financial Risks
Progolftournaments.com Has No Operating History
and Financial Results Are Uncertain
Progolftournaments.com has no operating history
or revenues from operations.
Progolftournaments.com's only resources have
come from the private sale of common stock.
Progolftournaments.com faces all the risks of a
new business. It must be regarded as a new or
start-up venture with all of the unforeseen
costs, expenses, problems and difficulties to
which such ventures are subject.
Because it has not yet begun operations, it is
difficult to evaluate Progolftournaments.com's
business and its prospects. Its revenue and
income potential is unproven and its business
model is still emerging. An investor in
Progolftournaments.com's common stock must
consider the risks and difficulties frequently
encountered by early stage companies in new and
rapidly evolving markets.
Progolftournaments.com's ability to achieve and
then sustain favorable operating results will
depend on a number of factors, including costs
related to:
1) Identifying and acquiring several
cooperating golf-related organizations
2) testing Progolftournaments.com's
concept.
3) identifying and marketing to
prospective players;
4) evaluation and expense of entering into
a new business opportunity;
5) the expense of delays in introducing or
making any necessary adjustments and
improvements to Progolftournaments.com's
concept; and
6) general economic conditions, as well
as those specific to the related industries.
As a result of Progolftournaments.com's limited
operating history, it is difficult to
accurately forecast its potential revenue, and
there is no meaningful historical financial
data upon which to base planned operating
expenses. Progolftournaments.com expects to
significantly increase its operating expenses
to test, market, and create a solid base of
participating players. Progolftournaments.com
has not achieved profitability and expects to
incur net losses for the foreseeable future and
may never become profitable. This limited
operating history makes it difficult to
forecast its future operating results.
Progolftournaments.com expects to continue to
incur increasing marketing, sales, product
development and general and administrative
expenses. As a result it will need to generate
significant revenue and/or raise additional
funds to achieve profitability. If
Progolftournaments.com does not become
profitable, it may be unable to maintain its
presence on the WorldWide Web and its Website,
which would adversely affect its financial
condition and prospects. If
Progolftournaments.com does achieve
profitability, it cannot be certain that it
will sustain or increase it.
Because of its limited financial resources,
Progolftournaments.com will likely be unable to
diversify its activities to provide a hedge
should its business plan prove to be
impractical.
Progolftournaments.com will need additional
financing which may not be available, or which
may dilute the ownership interests of investors
Progolftournaments.com has very limited funds,
and its funds are inadequate to fully implement
its business plan. While it is believed that
present capital reserves are enough to
establish a finished website and be ready to
commence play, Progolftournaments.com will
require substantial additional working capital
to fund its business development. It is
anticipated that an ongoing advertising and
promotion budget will be necessary in addition
to any cross promotion arranged with
cooperating concerns. Commencement of
tournament play on the WorldWide Web will
undoubtedly require some hiring of staff and
premises will be required. Telephones,
Internet access charges, website maintenance
and other office costs will add to needs for
additional capital. Management estimates that
it will require between $600,000 and one
million dollars additional capital. If
Progolftournaments.com raises additional funds
through the issuance of equity, equity-related
or convertible debt securities, these
securities may have rights, preferences or
privileges senior to those of the rights of its
common stock. If common stock is issued in
return for additional funds, the price per
share could be lower than that paid by present
stockholders. The result of this would be a
lessening of each present stockholder's
relative percentage interest in
Progolftournaments.com. This condition is
often referred to as "dilution".
The ultimate success of Progolftournaments.com
will depend on its ability to raise additional
capital. No commitments to provide additional
funds have been made by management or other
shareholders. Progolftournaments.com has not
investigated the availability, source or terms
that might govern the acquisition of additional
financing. When additional capital is needed,
there is no assurance that funds will be
available from any source or, if available,
that they can be obtained on terms acceptable
to Progolftournaments.com. If not available,
Progolftournaments.com's operations would be
severely limited, and it would be unable to
fully implement its business plan. Growth
would be severely hampered and
Progolftournaments.com would be dependent upon
generated internal cash flow from sales to
expand its exposure to new players and slowly
implement its full business plan.
Potential business combinations could dilute
stockholder value and adversely affect
operating results
Progolftournaments.com may consider a future
financing or business combination that, because
of the size of the related stock issuance,
would result in a majority of the voting power
being transferred to the new investor(s). The
result would be that the new shareholder(s)
would control Progolftournaments.com and
persons unknown could replace current
management. It is uncertain whether any such
replacement would continue to implement
Progolftournaments.com's current business plan.
Large stockholders of Progolftournaments.com
could sell out, resulting in a change of
control and/or direction.
Progolftournaments.com's significant
shareholders, namely the President, Mr. Howard
Klein, holder of 901,000 shares; the
Treasurer, Mr. Sandy Winick with 1,475,000
shares; Ms. Mary McGowan, 2,700,000 shares;
Lynn Melanson, holding 1,000,000 shares and
Carolyn McGowan, Jennifer McGowan, Ron Perlman
and Charles Sciberas, each with over 400,000
shares could sell their control block to an
outside party, resulting in the same type of
situation mentioned above. In either case, the
ownership interests of holders of existing
shares of Progolftournaments.com stock could be
affected adversely.
Exchange of stock for services could result in
further stockholder dilution
Irrespective of whether
Progolftournaments.com's cash assets prove to
be inadequate to meet its operational needs,
Progolftournaments.com might seek to compensate
providers of services by issuances of stock in
lieu of cash. Normally, shares exchanged in
lieu of cash are issued at a deep discount,
which again would dilute ownership interests of
present shareholders.
Sandy Winick, Treasurer and Director of
Progolftournaments.com, developer of the
original concept assigned all rights and title
to Progolftournaments.com for a deemed price of
$1,000.00 and received in lieu of cash, one
million shares of common stock at a deemed
price of one mill ($0.001) per share.
Acquisition of new business combination could
result in integration difficulties and
disruption of business
Progolftournaments.com may make investments in
or acquire complementary products, technologies
and businesses, or businesses completely
unrelated to Progolftournaments.com's current
business plan. These acquisitions and
investments could disrupt its ongoing business,
distract management and employees and increase
its expenses. If Progolftournaments.com
acquires a company, it could face difficulties
in assimilating that company's personnel and
operations. In addition, the key personnel of
the acquired company may decide not to work for
Progolftournaments.com Acquisitions also
involve the need for integration into existing
administration, services, marketing, and
support efforts. If the acquisition is
financed by issuing equity securities,
interests of existing stockholders could be
diluted. Any amortization of goodwill or other
assets, or other charges resulting from the
costs of these acquisitions could adversely
affect Progolftournaments.com's operating
results. Progolftournaments.com has only "as-
needed" administration and marketing supplied
without charge by its officers and directors.
It anticipates building a management and
marketing team when circumstances (discussed
previously) permit. As a result, any
acquisition or business combination negotiated
could have very serious negative effects on the
ability of Progolftournaments.com to develop
its business plan and could result in a drop in
the value of its shares.
Progolftournaments.com cannot predict the
extent to which its liquidity and capital
resources will be diminished prior to
consummation of a business combination or
whether its capital will be further depleted by
the operating losses (if any) of the business
entity which it may eventually acquire.
Progolftournaments.com does not have the
capital or management resources to make any
such acquisition or business combination.
Prospective investors should seriously assess
the possibility that such a transaction(s)
could take place before Progolftournaments.com
is equipped to cope with the situation.
Some stockholders will have little or no say in
some future business decisions
Progolftournaments.com's shareholders may not
have an opportunity to vote on whether to enter
into a business combination or acquisition.
Until Progolftournaments.com becomes a "fully
reporting" company as defined in the Securities
and Exchange Act of 1934, it is not obligated
to circulate a Proxy Statement to its
stockholders to approve or disapprove actions
of the Board of Directors that could affect the
future course of the company. Actions can be
taken in a summary fashion by a majority of
voting shares without debate or sufficient
information. In the event of a business
combination, acquisition, or change in
shareholder control, Progolftournaments.com may
enter in to a new line of business, which an
investor did not anticipate and in which that
investor may not want to participate. In such
case, an investor could not only lose its
entire investment, but could lose its entire
investment on a business decision it did not
get to evaluate at the time of investing in
Progolftournaments.com
Risks Related to the Securities Market
Progolftournaments.com common stock has no
prior market, and prices may decline after the
effectiveness of this prospectus and subsequent
resale of shares by selling shareholders.
There is no public market for
Progolftournaments.com's common stock and no
assurance can be given that a market will
develop or that any shareholder will be able to
liquidate his investment without considerable
delay, if at all. The trading market price of
Progolftournaments.com's common stock may
decline below the price at which it was sold by
selling stockholder(s). If a market should
develop, the price may be highly volatile. In
addition, an active public market for
Progolftournaments.com's common stock may not
develop or be sustained. If selling
stockholders sell substantial amounts of common
stock in the public market, the market price of
Progolftournaments.com's common stock could
fall. Factors such as those discussed in this
Risk Factors section may have a significant
impact on the market price of
Progolftournaments.com's securities.
Owing to the low price of the securities many
brokerage firms may not be willing to effect
transactions in the securities. Even if a
purchaser finds a broker willing to effect a
transaction in Progolftournaments.com's common
stock, the combination of brokerage
commissions, state transfer taxes, if any, and
other selling costs may exceed the selling
price. Further, many lending institutions will
not permit the use of such securities as
collateral for loans. Thus, a purchaser may be
unable to sell or otherwise realize the value
invested in Progolftournaments.com stock.
The securities of Progolftournaments.com, when
available for trading, will be subject to the
Securities and Exchange Commission rule that
imposes special sales practice requirements upon
broker-dealers that sell such securities to
other than established customers or accredited
investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms,
institutions with assets exceeding $5,000,000 or
individuals having a net worth in excess of
$1,000,000 or having an annual income that
exceeds $200,000 (or that, combined with a
spouses income, exceeds $300,000). For
transactions covered by the rule, the broker-
dealer must make a special suitability
determination for the purchaser and receive the
purchasers written agreement to the transaction
prior to the sale. Consequently, the rule may
affect the ability of purchasers of the
Company's securities to buy or sell in any
market that may develop.
Investors May Face Significant Restrictions on
the Resale of Progolftournaments.com Stock Due
to State and Federal Laws and Regulations
Because Progolftournaments.com's securities
have not been registered for resale under the
blue sky laws of any state, the holders of such
shares and those persons desiring to purchase
them in any trading market that may develop in
the future should be aware that there may be
significant state blue sky law restrictions on
the ability of investors to sell and on
purchasers to buy Progolftournaments.com's
securities. Accordingly, investors should
consider the secondary market for
Progolftournaments.com's securities to be a
limited one. Investors may be unable to resell
their stock without the significant expense of
state registration or qualification.
In addition, the Securities and Exchange
Commission has adopted a number of rules to
regulate penny stocks. Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-
5, 15g-6 and 15g-7 under the Securities and
Exchange Act of 1934. Because
Progolftournaments.com's securities may
constitute penny stock within the meaning of
the rules, the rules would apply to
Progolftournaments.com and its securities. The
rules may further affect the ability of owners
of Progolftournaments.com's shares to sell
their securities in any market that may develop
for them.
Shareholders should be aware that, according to
the Securities and Exchange Commission Release
No. 34-29093, the market for penny stocks has
suffered in recent years from patterns of fraud
and abuse. Such patterns include (i) control
of the market for the security by one or a few
broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices
through prearranged matching of purchases and
sales and false and misleading press releases;
(iii) boiler room practices involving high
pressure sales tactics and unrealistic price
projections by inexperienced sales persons;
(iv) excessive and undisclosed bid-ask
differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the
same securities by promoters and broker-dealers
after prices have been manipulated to a desired
level, along with the inevitable collapse of
those prices with consequent investor losses.
Management of Progolftournaments.com believes
it has described above all material risks known
to it at this time.
USE OF PROCEEDS
This prospectus is part of a registration
statement that permits selling shareholders to
sell their shares on a continuous or delayed
basis in the future. Because this prospectus
is solely for the purpose of selling
shareholders, Progolftournaments.com will not
receive any proceeds from the sale of stock
being offered. Directors, Mary McGowan and
Lynn Melanson (affiliates due to the size of
their holdings) will be restricted to selling
one percent of the total issued and outstanding
common stock each calendar quarter or 98,613
shares per quarter. All other stockholders
will be able to sell any or all of their shares
at any time they can locate a buyer.
DETERMINATION OF OFFERING PRICE
This offering is solely for the purpose of
allowing Progolftournaments.com's shareholders
to sell their stock. The selling shareholders
may sell their shares when the registration
statement becomes effective, or they may elect
to sell some or all of their shares at a later
date. As the market develops, the selling
shareholders will determine the price for the
stock.
DILUTION
This offering is for sales of stock by existing
Progolftournaments.com shareholders on a
continuous or delayed basis in the future.
Sales of common stock by shareholders will not
result in any substantial change to the net
tangible book value per share before and after
the distribution of shares by the selling
shareholders. There will be no change in net
tangible book value per share attributable to
cash payments made by purchasers of the shares
being offered.
Prospective investors should be aware, however,
that the price of Progolftournaments.com's
shares might not bear any rational relationship
to net tangible book value per share. The
price received by selling stockholders and paid
by purchasing investors will be determined by
supply and demand. If the demand for the
common stock of Progolftournaments.com exceeds
the available supply, the price will tend to go
up. Conversely, if the supply exceeds the
demand, the price will tend to go down. In
both of the above cases the change in price may
have no relation to the book value of the
company or its profitability or lack thereof.
SELLING SHAREHOLDERS
The following are the shareholders for whose
accounts the shares are being offered; the
amount of securities owned by such shareholder
prior to this offering; the amount to be
offered for such shareholders account; and the
amount to be owned by such shareholder
following completion of the offering:
<TABLE>
<CAPTION>
<S> <C> <C>
<C> <C> <C>
No. Percent
Position Number Number of shares After
Name with of of after Sale
Company Shares Shares sale
Owned Offered
731149 Ontario None 1,000 1,000 -0- -0-
Limited
Bernie None 2,680 2,680 -0- -0-
Anderson
Robert Baron None 268 268 -0- -0-
Baroness None 1,000 1,000 -0- -0-
Investments
Limited
Building None 200 200 -0- -0-
Supplies
International
C.A.P.S None 200 200 -0- -0-
Consulting
William Davies None 200 200 -0- -0-
Deep Water None 475,000 475,000 -0- -0-
Investment
Inc.
Geoffrey Earle None 200 200 -0- -0-
Jan Francis None 500 500 -0- -0-
Mark Francis None 500 500 -0- -0-
Jeffrey None 500 500 -0- -0-
Goldberg
Maggie None 500 500 -0- -0-
Goldberg
Debbie Green None 475,200 475,200 -0- -0-
Robert None 200 200 -0- -0-
Hashimoto
David Hume None 600 600 -0- -0-
H. Davidson None 475,000 475,000 -0- -0-
Construction
Inc.
Marcia Klien None 200 200 -0- -0-
Myer Klien None 200 200 -0- -0-
Raymond None 400 400 -0- -0-
Teaitch
Tilley Levine None 2,000 2,000 -0- -0-
Joy Lipson None 600 600 -0- -0-
Marcia Lipson None 600 600 -0- -0-
Magnum None 476,000 476,000 -0- -0-
Holdings, Ltd.
Miriam Manzo None 200 200 -0- -0-
Jack Martino None 200 200 -0- -0-
Sasha Mazzuca None 200 200 -0- -0-
Stefan Mazzuca None 200 200 -0- -0-
Carolyn None 400,300 400,300 -0- -0-
McGowan
Jennifer None 400,368 400,368 -0- -0-
McGowan
Lydia McGowan None 500 500 -0- -0-
Mary McGowan None 2,700,0 2,700,0 -0- -0-
00 00
Robert McGowan None 300 300 -0- -0-
Thomas McGowan None 500 500 -0- -0-
Elizabeth None 9,384 9,384 -0- -0-
McLeod
Lynn Melanson None 1,000,0 1,000,0 -0- -0-
00 00
Monica Murad None 1,000 1,000 -0- -0-
Theodore None 500 500 -0- -0-
Nemetz
Ron Pearlman None 475,000 475,000 -0- -0-
Resource None 200 200 -0- -0-
Financial
Corporation
John Rosenthal None 600 600 -0- -0-
Brian Ross None 500 500 -0- -0-
Sheryl Ross None 500 500 -0- -0-
Sandringham None 100,000 100,000 -0- -0-
Investments
Charles None 476,000 476,000 -0- -0-
Sciberras
Doris None 200 200 -0- -0-
Sciberras
Jeffrey None 200 200 -0- -0-
Sciberras
Joseph None 200 200 -0- -0-
Sciberras
Peter None 200 200 -0- -0-
Scibarras
Derek Tennant None 1,200 1,200 -0- -0-
Kelly Ticknor None 600 600 -0- -0-
Cynthia Vella- None 200 200 -0- -0-
Zarb
Pierre Vella- None 200 200 -0- -0-
Zarb
Rhona Vinokur None 500 500 -0- -0-
Avital Weber None 400 400 -0- -0-
Diane Winick None 600 600 -0- -0-
Mark Zaretsky None 600 600 -0- -0-
</TABLE>
This table assumes that each shareholder will
sell all of its
shares available for sale during the
effectiveness of the registration statement
that includes this prospectus. Shareholders
are not required to sell their shares. See
Plan of Distribution.
PLAN OF DISTRIBUTION
This is not an underwritten offering. This
prospectus is part of a registration statement
that permits selling shareholders to sell their
shares on a continuous or delayed basis in the
future. Selling shareholders may sell their
shares to the public when the registration
statement becomes effective, or they may elect
to sell some or all of their shares at a later
date. Progolftournaments.com has not committed
to keep the registration statement effective
for any set period of time.
While the registration statement is effective,
selling shareholders may sell their shares
directly to the public, without the aid of a
broker or dealer, or they may sell their shares
through a broker or dealer if
Progolftournaments.com's stock is authorized
for inclusion on the OTC bulletin board. Any
commission, fee or other compensation of a
broker or dealer would depend on the brokers or
dealers involved in the transaction.
No public market currently exists for shares of
Progolftournaments.com's common stock.
Progolftournaments.com intends to apply to have
its shares traded on the OTC bulletin board
under the symbol PGLF.
DESCRIPTION OF CAPITAL STOCK
The following description of
Progolftournaments.com's capital stock does not
purport to be complete and is subject to and
qualified in its entirety by
Progolftournaments.com's articles of
incorporation and bylaws, which are included as
exhibits to the registration statement of which
this prospectus forms a part, and by the
applicable provisions of Nevada law.
Progolftournaments.com's authorized capital
consists of 50,000,000 shares of common stock,
par value $.001 per share and 10,000,000 shares
of preferred stock, par value $.001.
Immediately prior to this offering 9,861,300
shares of common stock were issued and
outstanding. No preferred shares were issued
and outstanding.
Each record holder of common stock is entitled
to one vote for each share held on all matters
properly submitted to the shareholders for their
vote. The articles of incorporation do not
permit cumulative voting for the election of
directors, and shareholders do not have any
preemptive rights to purchase shares in any
future issuance of Progolftournaments.com's
common stock.
Preferred shares may be issued in Series; the
terms and conditions of which are decided by
Progolftournaments.com's Board of Directors.
Normally, preferred shares have no voting power.
Due to the fact that the Board if Directors is
empowered to set all terms and conditions
regarding the issuance of Preferred Stock, it is
possible that the Board could confer on a series
of Preferred Stock, the right to vote.
Preferred shares may or may not be entitled to a
dividend and have preference (after debt) on any
of the assets of Progolftournaments.com in the
event of windup or dissolution.
Because the holders of shares of
Progolftournaments.com's common stock do not
have cumulative voting rights, the holders of
more than 50% of Progolftournaments.com's
outstanding shares, voting for the election of
directors, can elect all of the directors to be
elected, if they so choose. In such event, the
holders of the remaining shares will not be
able to elect any of Progolftournaments.com's
directors.
The holders of shares of common stock are
entitled to dividends, out of funds legally
available therefor, when and as declared by the
Board of Directors. The Board of Directors has
never declared a dividend and does not
anticipate declaring a dividend in the future.
In the event of liquidation, dissolution or
winding up of the affairs of
Progolftournaments.com, holders are entitled to
receive, ratably, the net assets of
Progolftournaments.com available to shareholders
after payment of all creditors.
All of the issued and outstanding shares of
common stock are duly authorized, validly
issued, fully paid, and non-assessable. To the
extent that additional shares of
Progolftournaments.com's common stock are
issued, the relative interests of existing
shareholders may be diluted.
DESCRIPTION OF BUSINESS
General
Progolftournaments.com was incorporated under
the laws of the State of Nevada on September 3,
1999, and is in its early developmental and
promotional stages. Progolftournaments.com is
not operational and its only activities have
been organizational, directed at acquiring its
principal asset, raising its initial capital
and developing its business plan.
Progolftournaments.com has not commenced
commercial operations. Progolftournaments.com
has no full time employees and owns no real
estate.
The principal asset of Progolftournaments.com,
referred to above is the Progolftournaments.com
game itself. It was conceived and refined by a
director and the Treasurer of
Progolftournaments.com, Sandy Winick and was
obtained in exchange for 1,000,000 shares of
common stock. An important part of the
principle asset and the projected business is
the name itself, "Progolftournaments.com".
Progolftournaments.com has reserved its name
for use on the Internet and has begun
construction of its website. The
Progolftournaments.com home page is up on the
Internet and is in the process of being
refined. The actual golf game that will be
applied to the graphics of specific tournament
sites around the world has not been put up for
play.
Progolftournaments.com was formed to take
advantage of the growing popularity of both the
Internet and the game of golf itself. The
concept combines the skills necessary to play
golf, the use of a computer and the thrill of
playing for substantial cash prizes. The
growth of the WorldWide Web, the game of golf
and gaming all over the world is wrapped up in
one package in the Progolftournaments.com
online game. Management believes that a
substantial number of the tens of millions of
internet users also play golf or would play
golf if given the opportunity and as a result
would be likely candidates for on-line
tournaments.
The Game and How it is Played
A large part of both the golfing and non-
golfing public watch with interest the results
of the four major golf tours in the world.
Even if they do not play the game themselves,
they duly note the results of the weekend
tournaments. Progolftournaments.com has
developed a concept and business plan that is
designed to take advantage of this widespread
interest in the game of golf and the explosion
of the Internet and the WorldWide Web.
The at-home computer players will have the
opportunity to play the same tournaments the
professional golfers are playing on the same
weekend and play for real and substantial cash
prizes, i.e. 50% of each entry fee will be set
aside for prize money. The purse each weekend
will be progressive; that is, the size of the
award will increase proportionately with the
number of players and entry fees collected.
Each entry in the on-line tournament will cost
$10.00. Anyone may enter more than once as
long as the $10.00 fee is paid for each entry
on or before Thursday of each week.
Each entrant will play four rounds (three
rounds in the case of the LPGA and the Seniors
events) on his computer; one on Thursday, one
on Friday, one on Saturday and one final round
on Sunday. These rounds will follow the same
format as the Pros - one round each day, to be
played any time during that twenty-four hour
period. The computer players will have the
same decisions to make as their pro
counterparts (distance to the green, what club
to use, etc.). There will be no cut in the
computer tourneys, thereby giving every
participant an opportunity to get into the
money by pulling out a come-from-behind
outstanding final round. On the actual
professional golf tour, the field for the final
two rounds is reduced to fewer players. This
is referred to as the "cut". Having no cut in
the on-line tournament will result in more play
activity in the final rounds. This added
chance to improve his or her standing could
result in increased participation.
At the end of play each Sunday the top 100
players will share in the purse. If there is a
tie for low score, a playoff will be staged on
Monday to decide the winner. Practice rounds
will be available to the tournament entrants at
a cost of $5.00 for ten rounds or $10.00 for
twenty-five rounds. Each player is able to
choose the make of club he or she will use and
the brand of golf ball to be used.
Anyone in the world will have an opportunity to
play in the British Open or the Masters - in
fact any tournament being played on the four
major tours: PGA, LPGA, Senior PGA and the
European tour. Whether or not participation in
a Progolftournaments.com event constitutes
gaming rather than a prize-winning competitive
effort is another question that each
jurisdiction will have to rule on individually.
There is a possibility that some jurisdictions
in the world may prohibit its citizens from
participating in the on-line tournaments.
Others might prohibit receiving a prize or
prizes, if one or more were won. If either of
the previously mentioned situations should
arise, revenues could be curtailed from those
jurisdictions. As in most Internet
applications, there is no certain way of
determining or confirming age of players.
Progolftournaments.com will include a provision
in the entry form whereby the registrant
confirms that he or she is of legal age.
Joint promotions are planned with the major TV
networks, the major tours, golf publications
and the manufacturers of golfing equipment.
Preliminary conversations have taken place with
many of these enterprises. In every case,
commitment was deferred until after the Website
was in place and the whole on-line package
could be assessed. Should all of those with
whom preliminary talks have taken place, decide
not to cross-promote, Progolftournaments.com
would be forced to pay for most or all of its
promotion. This would result in a rapid
depleting of its financial resources and a
pressing need for new capital injections, which
may or not be available on terms acceptable to
Progolftournaments.com.
Progolftournaments.com will host its own
Website. This Website will act as an outsource
for partners in cross-promotion, if any. Until
the Website is fully operational and is capable
of being tested by potential cooperating
entities, no final arrangement will be made.
If other concerns consent to cross-promote,
part of the agreement is that they will
outsource the Progolftournaments.com Website in
return.
Industry Conditions and Competition
Progolftournaments.com does not yet know
whether adapting computer golf (already very
popular) and the major golf tournaments will be
a feasible moneymaking venture.
Progolftournaments.com is not aware or any
other concern offering the same type of game.
As mentioned above, there are several versions
of computer golf software available presently.
The Progolftournaments.com technology involved,
in basic terms, is the melding of the game and
the weekly location; the ability to download
the playable package from the Internet; the
logging of scores as the games are played and
the processing of credit card charges. All of
the several software developers that currently
offer PC based golf games have indicated that
substituting specific golf course graphics and
adapting their game for Internet downloading,
does not put up a serious technical barrier.
All professional golf tours publish their
yearly list of scheduled events well in
advance. Each download requires an online
purchase. Score keeping is part of the
software and recording these scores on a master
list does not present a serious technical
challenge. There are several third party credit
card processing services available.
Employees
Progolftournaments.com is a development stage
company and currently has no employees.
Management plans to use consultants, attorneys
and accountants as necessary and does not plan
to engage any full-time employees in the near
future. If Progolftournaments.com establishes
the feasibility of their concept and successful
implementation of their business plan, one or
more people will be needed to handle
administration, computer programming and
marketing. A portion of any employee
compensation likely would include the right to
acquire stock in Progolftournaments.com, which
would dilute the ownership interest of holders
of existing shares of common stock.
Available Information
Progolftournaments.com has filed with the
Securities and Exchange Commission a
registration statement on Form S-1 with respect
to the common stock offered by this prospectus.
This prospectus, which constitutes a part of
the registration statement, does not contain
all of the information set forth in the
registration statement or the exhibits and
schedules which is part of the registration
statement. For further information with
respect to Progolftournaments.com and its
common stock, see the registration statement
and the exhibits and schedules thereto. Any
document Progolftournaments.com files may be
read and copied at the Commission's public
reference rooms in Washington, D.C.; New York,
New York; and Chicago, Illinois. Please call
the Commission at 1-800-SEC-0330 for further
information about the public reference rooms.
Progolftournaments.com's filings with the
Commission are also available to the public
from the Commission's website at
http://www.sec.gov.
Upon completion of this offering,
Progolftournaments.com will become subject to
the information and periodic reporting
requirements of the Securities Exchange Act
and, accordingly, will file periodic reports,
proxy statements and other information with the
Commission. Such periodic reports, proxy
statements and other information will be
available for inspection and copying at the
Commissions public reference rooms, and the
website of the Commission referred to above.
DESCRIPTION OF PROPERTY
Progolftournaments.com currently maintains
limited office space, provided by Mr. Winick,
for which it pays no rent. Its address is 3266
Yonge Street, Suite 1203, Toronto, Ontario 4N
3P6 CANADA, and its phone number is (416) 962-
4508. Progolftournaments.com does not believe
that it will need to obtain additional office
space at any time in the foreseeable future
until its business plan is more fully
implemented.
LEGAL PROCEEDINGS
Progolftournaments.com is not a party to any
material pending legal proceedings, and none of
its property is the subject of a pending legal
proceeding. Further, the officer and director
knows of no legal proceedings against
Progolftournaments.com or its property
contemplated by any governmental authority.
MARKET PRICE OF AND DIVIDENDS ON CAPITAL
STOCK AND OTHER SHAREHOLDER MATTERS
No established public trading market exists for
Progolftournaments.com's securities.
Progolftournaments.com has no common equity
subject to outstanding purchase options or
warrants. Progolftournaments.com has no
securities convertible into its common equity.
There is no common equity that could be sold
pursuant to Rule 144 under the Securities Act
or that Progolftournaments.com has agreed to
register under the Securities Act for sale by
shareholders. Except for this offering, there
is no common equity that is being, or has been
publicly proposed to be, publicly offered.
As of November 15, 1999, there were 9,861,300
shares of common stock outstanding, held by 60
shareholders of record. Upon effectiveness of
the registration statement that includes this
prospectus, all of Progolftournaments.com's
outstanding shares will be eligible for sale.
To date Progolftournaments.com has not paid any
dividends on its common stock and does not
expect to declare or pay any dividends on its
common stock in the foreseeable future.
Payment of any dividends will depend upon
Progolftournaments.com's future earnings, if
any, its financial condition, and other factors
as deemed relevant by the Board of Directors.
SELECTED FINANCIAL DATA
The following selected financial data should be
read in conjunction with Managements
Discussion and Analysis of Financial Condition
and Results of Operations and the financial
statements appearing elsewhere in this
prospectus. The statement of operations data
set forth below for the period from September
3, 1999, (inception) to September 30, 1999, and
the balance sheet data at September 30, 1999,
are derived from Progolftournaments.com's
audited financial statements included elsewhere
in this prospectus. The historical results are
not necessarily indicative of results to be
expected for any future period.
<TABLE>
CAPTION>
Inception to
September 30,
1999
STATEMENT OF OPERATIONS DATA:
<S> <C>
Net sales $ 00.00
Loss from continuing operations $ 9,672.00
Loss per share from continuing operations $ Nil
As of
October 31, 1999
BALANCE SHEET DATA:
Total assets $ 84,063.00
</TABLE>
Progolftournaments.com is in its early
developmental and promotional stages. To date,
Progolftournaments.com's only activities have
been organizational, directed at raising its
initial capital and developing its concept and
business plan. Progolftournaments.com has not
commenced commercial operations. As a result,
the selected financial data presented above
bear no resemblance to the results that
Progolftournaments.com expects when it begins
operations. See Risk Factors, Description
of Business and Managements Discussion and
Analysis of Financial Condition and Results of
Operations.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This prospectus contains forward-looking
statements, the accuracy of which involve risks
and uncertainties. We use words such as
anticipates, believes, plans,expects,
future, intends and similar expressions to
identify forward-looking statements.
Prospective investors should not place undue
reliance on these forward-looking statements,
which apply only as of the date of this
prospectus. Progolftournaments.com's actual
results could differ materially from those
anticipated in these forward-looking statements
for many reasons, including the risks faced by
Progolftournaments.com described in Risk
Factors and elsewhere in this prospectus. The
following discussion and analysis should be
read in conjunction with
Progolftournaments.com's Financial Statements
and Notes thereto and other financial
information included elsewhere in this
prospectus.
Results of Operations
During the period from September 3, 1999,
(inception) through September 30, 1999,
Progolftournaments.com has engaged in no
significant operations other than organizational
activities and preparation for registration of
its securities under the Securities Act of 1933.
Progolftournaments.com received no revenues
during this period.
Subsequent to this period,
Progolftournaments.com has investigated several
PC oriented computer golf games that showed
promise of being adaptable to the Internet.
Final negotiations are now in progress with the
software developer, Psygnosis, Ltd. of
Liverpool, Great Britain, for the adaptation of
its home computer game "Pro 18 World Tour Golf".
The final contract is expected to be in place
before February 28, 2000. Psygnosis, Ltd. have
agreed in principal (subject to finalizing) to
accept Progolftournaments.com common stock
and/or a percentage of revenues as compensation.
Progolftournaments.com expects to introduce the
on-line golf game one tour at a time. May 1,
2000 is the target date to have the first tour
fully operational.
For the current fiscal year,
Progolftournaments.com anticipates incurring a
loss as a result of organizational expenses,
expenses associated with registration under the
Securities Act of 1933, and expenses associated
with setting up a company structure to begin
implementing its business plan.
Progolftournaments.com anticipates that until
these procedures are completed, it will not
generate revenues, and may continue to operate
at a loss thereafter, depending upon the
performance of the business.
Liquidity and Capital Resources
Progolftournaments.com remains in the
development stage and, since inception, has
experienced no significant change in liquidity
or capital resources or shareholders equity.
Consequently, Progolftournaments.com's balance
sheet as of September 30, 1999, reflects total
assets of $ 84,063.00, in the form
of cash, subscriptions receivable and
capitalized organizational costs.
Progolftournaments.com expects to carry out its
plan of business as discussed above. In
addition, Progolftournaments.com may engage in a
combination with another business.
Progolftournaments.com cannot predict the extent
to which its liquidity and capital resources
will be diminished prior to the consummation of
a business combination or whether its capital
will be further depleted by the operating losses
(if any) of the business entity with which it
may eventually combine. Progolftournaments.com
has not engaged in discussions concerning
potential business combinations.
Progolftournaments.com will need additional
capital to carry out its business plan or to
engage in a business combination. No
commitments to provide additional funds have
been made by management or other shareholders.
Accordingly, there can be no assurance that any
additional funds will be available on terms
acceptable to Progolftournaments.com or at all.
Progolftournaments.com has no commitments for
capital expenditures.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Janet Loss, C.P.A., P.C. has served as
Progolftournaments.com's independent auditor
since inception, and Progolftournaments.com has
not had any dispute with Janet Loss C.P.A., P.C
over accounting or financial disclosure.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, age
and position of each director and executive
officer of Progolftournaments.com:
Name Age Position
Howard I. Klein 43
President, Secretary, Director
Michael R. Levine 52 Vice
President, Director
Sandy Winick 41
Treasurer, Director
Howard I. Klein became Progolftournaments.com's
President, Secretary and Director in September,
1999. For the past twenty years, in fact all of
his adult working life, Mr. Klein has been
involved with the printing and graphics
industry, beginning as the proprietor of a
Minuteman Press franchise in 1979. Mr. Klein
has recently sold his interest and resigned his
position as CEO and Managing Partner of
Kleinbar Graphics, Inc. of Markham, Ontario.
He is currently the print buyer for Dupleum
Corp. Mr. Klein holds C.G.A.E. certification
from Northwestern University, Evanston, IL in
the fields of Production, Financial and Sales
Management.
Michael R. Levine became
Progolftournaments.com's Vice-President and
Director in September, 1999. Mr. Levine is
currently the Co-founder and President of
Danbury Financial Corp., an asset based lender
specializing in short term loans on machinery,
equipment and rolling stock. From 1985 through
1999, Mr. Levine served as President of Upper
Canada Equity Development, Inc. Mr. Levine
received a BSc degree from Sir George Williams
University, Montreal, Quebec; MBA from
University of Western Ontario, London. Ontario
and received the designation of Certified
General Accountant in 1986.
Sandy Winick became Progolftournaments.com's
Treasurer and Director in September, 1999. He
is currently Vice-President of Danbury
Financial Corp., providing liaison with
clients, negotiation of funding agreements,
creating new business and monitoring
Progolftournaments.com's entire loan portfolio.
For the two-year period, 1997 to 1999, Mr.
Winick served as CEO of Millenia Corporation; a
US publicly traded company. His duties there,
in addition to day-to-day administration,
included funding, acquisition and consolidation
of several businesses and completing a reverse
takeover with a private company. Previous
activities include serving as an independent
financial consultant with Madison Consulting
Group from 1992 through 1996; President and CEO
of Naturally Niagara inc., a full service
beverage manufacturer and distributor from 1992
to 1992 and from 1989 to 1991, President of
Payless Furniture a thirteen unit chain of
furniture stores. Mr. Winick is the originator
of the Progolftournaments.com concept.
The directors named above will serve until the
first annual meeting of
Progolftournaments.com's shareholders.
Thereafter, directors will be elected for one-
year terms at the annual shareholders meeting.
Officers will hold their positions at the
pleasure of the board of directors, absent any
employment agreement. No employment agreements
currently exist or are contemplated. There is
no arrangement or understanding between the
director and officer of Progolftournaments.com
and any other person pursuant to which any
director or officer was or is to be selected as
a director or officer.
None of the Officers and Directors has any
arrangements with each other regarding serving
on the board. They are personal and business
acquaintances and all share an avid interest in
golf.
The directors and officers of
Progolftournaments.com will devote their time
to Progolftournaments.com's affairs on an as
needed basis. As a result, the actual amount
of time, which they will devote to
Progolftournaments.com's affairs, is unknown
and is likely to vary substantially from month
to month.
EXECUTIVE COMPENSATION
No officer or director has received any
remuneration from Progolftournaments.com.
Although there is no current plan in existence,
it is possible that Progolftournaments.com will
adopt a plan to pay or accrue compensation to
its officers and directors for services related
to the implementation of the concept and
business plan. Progolftournaments.com has no
stock option, retirement, incentive, defined
benefit, actuarial, pension or profit-sharing
programs for the benefit of directors, officers
or other employees, but the Board of Directors
may recommend adoption of one or more such
programs in the future. Progolftournaments.com
has no employment contract or compensatory plan
or arrangement with any executive officer of
Progolftournaments.com. The directors
currently do not receive any cash compensation
from Progolftournaments.com for their service
as members of the board of directors. There is
no compensation committee, and no compensation
policies have been adopted. See Certain
Relationships and Related Transactions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of October
31, 1999, Progolftournaments.com's outstanding
common stock owned of record or beneficially by
each executive officer and director and by each
person who owned of record, or was known by
Progolftournaments.com to own beneficially,
more than 5% of Progolftournaments.com's common
stock, and the shareholdings of all executive
officers and directors as a group.
<TABLE>
<CAPTION>
<S>
<C> <C>
Shares Percent
Name Owned Owned
Howard I. Klein 901,000 9.14
Michael R. Levine*
Sandy Winick ** 1,950,000 19.78
Mary McGowan* 2,700,000 27.38
Lynn Melanson 1,000,000 10.14
All Officers and Directors as a group 2,851,000 28.92
Mary McGowan is a close associate of Mr.
Levines. Ms McGowan has her own independent
financial means and both she and Mr. Levine
deny any beneficial ownership of each others
shares.
**Includes 475,000 shares owned by Jodi
Winick, Mr. Winick's wife and which may be
considered to be beneficially owned by Mr.
Winick
</TABLE>
All shares are held of record and each record
shareholder has sole voting and investment
power. Progolftournaments.com knows of no one
who has the right to acquire beneficial
ownership in Progolftournaments.com common
stock. Other than the sale of
Progolftournaments.com stock contemplated by
this prospectus, there are no arrangements
known to Progolftournaments.com, the operation
of which may, at a subsequent date result in a
change of control of Progolftournaments.com
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No director, executive officer or nominee for
election as a director of
Progolftournaments.com, and no owner of five
percent or more of Progolftournaments.com's
outstanding shares or any member of their
immediate family has entered into or proposed
any transaction in which the amount involved
exceeds $10,000. Mr. Levine and Mr. Winick are
both involved in Danbury Financial Corp., a
company having no direct or indirect
affiliation with Progolftournaments.com. If
Progolftournaments.com succeeds in implementing
its business plan, it is not inconceivable that
one or both of these individuals could become
its paid employees and executives.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Progolftournaments.com's bylaws provide that
Progolftournaments.com will indemnify its
officers and directors for costs and expenses
incurred in connection with the defense of
actions, suits, or proceedings against them on
account of their being or having been directors
or officers of Progolftournaments.com, absent a
finding of negligence or misconduct in the
performance of duty.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers or persons
controlling Progolftournaments.com pursuant to
the forgoing provisions, Progolftournaments.com
has been informed that, in the opinion of the
Securities and Exchange Commission, such
indemnification is against public policy as
expressed in that Act and is, therefore,
unenforceable.
INDEX TO FINANCIAL STATEMENTS
Progolftournaments.com Resources, Inc.
(A Development Stage Company)
Report of Certified Public
Accountant..............F-1
Consolidated Balance Sheet, September 30, 1999
.......F-2
Consolidated Statement of Operations, for the
period September
3, 1999 through September 30, 1999
.......................F-3
Consolidated Statement of Stockholders Equity
(Deficit), from September
3, 1999 through September 30, 1999
.......................F-4
Consolidated Statement of Cash Flows, for the
period from September 3,1999
through September 30, 1999
....................... F-5
Notes to Financial Statements..........F-6 F-7
Prospectus
PROGOLFTOURNAMENTS.COM
3266 Yonge Street, Suite 1203
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
9,861,300 Shares of Common Stock
to be sold by current shareholders
Progolftournaments.com has not authorized any
dealer, salesperson or other person to give you
written information other than this prospectus
or to make representations as to matters not
stated in this prospectus. You must not rely on
unauthorized information. This prospectus is
not an offer to sell these securities or a
solicitation of your offer to buy the
securities in any jurisdiction where that would
not be permitted or legal. Neither the delivery
of this prospectus nor any sales made hereunder
after the date of this prospectus shall create
an implication that the information contained
herein or the affairs of Progolftournaments.com
have not changed since the date hereof.
Until_____________ , 1999 (90 days after
the date of this prospectus), all dealers that
effect transactions in these shares of common
stock may be required to deliver a prospectus.
This is in addition to the dealer's obligation
to deliver a prospectus when acting as an
underwriter and with respect to their unsold
allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and
Distribution.
The securities are being registered for the
account of selling shareholders, and all of the
following expenses will be borne by such
shareholders. The amounts set forth are
estimates except for the SEC registration fee:
SEC registration fee $35
Printing and engraving expenses 5,000
Attorneys' fees and expenses 9,000
Accountants' fees and expenses 1,500
Transfer agent's and 500
registrar's fees and expenses
Miscellaneous 965
Total 17,000
Item 14. Indemnification of Directors and
Officers.
Pursuant to Nevada law, a corporation may
indemnify a person who is a party or threatened
to be made a party to an action, suit or
proceeding by reason of the fact that he or she
is an officer, director, employee or agent of
the corporation, against such persons costs
and expenses incurred in connection with such
action so long as he or she has acted in good
faith and in a manner which he or she
reasonably believed to be in, or not opposed
to, the best interests of the corporation, and,
in the case of criminal actions, had no
reasonable cause to believe his or her conduct
was unlawful. Nevada law requires a
corporation to indemnify any such person who is
successful on the merits or defense of such
action against costs and expenses actually and
reasonably incurred in connection with the
action.
The bylaws of Progolftournaments.com, filed as
Exhibit 3.2, provide that
Progolftournaments.com will indemnify its
officers and directors for costs and expenses
incurred in connection with the defense of
actions, suits, or proceedings against them on
account of their being or having been directors
or officers of Progolftournaments.com, absent
a finding of negligence or misconduct in
office. Progolftournaments.com's Bylaws also
permit Progolftournaments.com to maintain
insurance on behalf of its officers, directors,
employees and agents against any liability
asserted against and incurred by that person
whether or not Progolftournaments.com has the
power to indemnify such person against
liability for any of those acts.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and
controlling persons of the registrant, the
registrant has been advised that in the opinion
of the Securities and Exchange Commission such
indemnification is against public policy as
expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other
than the payment by the registrant of expenses
incurred or paid by a director officer or
controlling person of the registrant 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
registrant 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 Act and will be
governed by the final adjudication of such
issue.
Item 15. Recent Sales of Unregistered
Securities.
Set forth below is information regarding the
issuance and sales of Progolftournaments.com's
securities without registration since its
formation. No such sales involved the use of
an underwriter and no commissions were paid in
connection with the sale of any securities.
(a) On September 3, 1999,
Progolftournaments.com issued 1,000,000 shares
of common stock to an officer and director in
exchange for his development of the concept and
business plan and his assigning of all of his
proprietary rights to those two items. The
issuance of the shares was exempt from
registration under Regulation S of the
Securities Act of 1933
(b) On September 30, 1999,
Progolftournaments.com issued a total of
8,861,300 shares of common stock to
shareholders, in addition to the issuance
for the concept and preliminary business
plan. Total consideration for these
shares was $ 83,004.
Progolftournaments.com's shares were
valued from $ 0.001 per share to $ 0.50
per share. The issuance of these shares
was exempt from registration under
Regulation S of the Securities act of
1933.
Item 16(a). Exhibits.
Exhibit Name Page
Number
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Opinion re: Legality
23.1 Consent of Independent
Auditors
23.2 Consent of Counsel (see
Exhibit 5.1)
27.1 Financial Data Schedule
Item 16(b). Financial Statement Schedules
As of September 30, 1999,
Progolftournaments.com:
has no valuation or qualifying accounts
does not have a substantial portion of its
business devoted to acquiring and holding for
investment real estate or interests therein
has one subsidiary
has no investments in mortgage loans on
real estate.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in
which offers or sales are being made, a
post-effective amendment to this
registration statement:
(a) To include any prospectus
required by section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the
prospectus any facts or events
arising after the effective date of
the registration statement (or the
most recent post-effective amendment
thereof) which, individually or in
the aggregate, represent a
fundamental change in the information
set forth 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 20%
change in the maximum aggregate
offering price set forth in the
"Calculation of Registration Fee"
table in the effective registration
statement; and
(c) To include any material
information with respect to the plan
of distribution not previously
disclosed in the registration
statement or any material change to
such information in the registration
statement.
(2) That, for the purpose of
determining any liability under the
Securities Act of 1933, each such post-
effective amendment shall be deemed to be
a new registration statement relating to
the securities offered therein, and the
offering of such securities at that time
shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by
means of a post-effective amendment any of
the securities being registered, which
remain, unsold at the termination of the
offering.
(4) That, for purposes of
determining any liability under the
Securities Act of 1933, each filing of the
registrant's annual report pursuant to
section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is
incorporated by reference in the
registration statement shall be deemed to
be a new registration statement relating
to the securities offered therein, and the
offering of such securities at that time
shall be deemed to be the initial bona
fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused
this registration statement to be signed on its
behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of
Ontario, CANADA, on November 15, 1999.
PROGOLFTOURNAMENTS.COM
/s/ Howard I. Klein
By Howard I. Klein
Its
President
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has
been signed by the following persons in the
capacities and on the dates indicated.
s/s Howard I. Klein President,
Secretary and Director Date: 02/23/2000
Howard I. Klein
s/s Michael R. Levine Vice
President and Director Date: 02/23/2000
Michael R. Levine
s/s Sandy Winick Treasurer and
Director Date: 02/23/2000
Sandy Winick
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
AUDIT REPORT
September 30, 1999
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public
Accountant..................... F-1
Consolidated Balance Sheet, September 30, 1999
........... F-2
Consolidated Statement of
Operations, for the period September
3, 1999 through September 30, 1999
....................... F-3
Consolidated Statement of Stockholders
Equity (Deficit), from September
3, 1999 through September 30, 1999
.......................F-4
Consolidated Statement of Cash Flows,
For the period from September
3, 1999 through September 30, 1999
....................... F-5
Notes to Financial
Statements.......................... F-6 F-7
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
(303) 220-0227
Board of Directors
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
3266 Yonge Street, #1203
Toronto, ON M4N3P6 Canada
I have audited the accompanying Consolidated
Balance Sheet of PROGOLF TOURNAMENTS.COM AND
SUBSIDIARY (A Development Stage Enterprise) as
of September 30, 1999 and the Consolidated
Statements of Operations, Stockholders Equity,
and Cash Flows for the period from September 3,
1999 (Inception) through September 30, 1999.
My examination was made in accordance with
generally accepted auditing standards, and
accordingly, included such tests of the
accounting records and such other auditing
procedures as we considered necessary in the
circumstances.
In my opinion, the consolidated financial
statements referred to above present fairly
accurately, in all material respects, the
financial position of PROGOLF TOURNAMENTS.COM
AND SUBSIDIARY (A Development Stage Enterprise)
as of September 30, 1999, and the results of
its consolidated operations and changes in its
cash flows for the period from September 3,
1999 (Inception) through September 30, 1999, in
conformity with generally accepted accounting
principles applied on a consistent basis.
Janet Loss, C.P.A., P.C.
November 24, 1999
F-1
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
September 30, 1999
ASSETS
CURRENT ASSETS:
Cash in checking $ 76,578
Common Stock Subscription Receivable
6,426
TOTAL CURRENTS ASSETS $ 83,004
OTHER ASSETS:
Organizational Costs,
net of amortization 1,042
TOTAL ASSETS $ 84,046
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts Payable, trade $ 260
STOCKHOLDERS EQUITY:
Preferred Stock, $0.001 par
Value; 10,000,000 shares
Authorized, none issued 0
Common Stock, $0.001 par
Value; 50,000,000 shares
Authorized, 9,861,300 shares
Issued and outstanding $ 9,861
Additional Paid-In capital 85,080
Retained earnings (Deficit) (11,155)
Total Stockholders Equity 83,786
Total Liabilities and
Stockholders Equity 84,046
The accompanying notes are an integral part of
the financial statements.
F-2
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOIDATED STATEMENT OF OPERATIONS
For the period from September 3, 1999
(Inception)
Through September 30, 1999
<TABLE>
<CAPTION>
<S> <C>
REVENUES: 29
OPERATING EXPENSES:
Amortization Expense 18
Consulting and Promotional Expense 1,466
Legal and Accounting Expenses 5,500
Professional Fees 4,200
Total Operating Expenses 11,184
NET (LOSS) (11,155)
NET (LOSS) PER
SHARE OF COMMON STOCK (.0011)
Weighted Average
Number of shares
Outstanding 9,861,300
</TABLE>
The accompanying notes are an integral part of
the financial statements.
F-3
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(DEFICIT)
For the period from September 3, 1999
(Inception)
Through September 30, 1999
<TABLE>
<CAPTION>
(Deficit)
Common Accumulated
Stock Total
Number of Common Additional During the Stockholders
Shares Stock Development
Amount Paid-In Equity
Capital Stage (Deficit)
<S> <C> <C> <C> <C>
Balance $ 0 $ 0 $ 0
September 3, 0 <C>
1999 $ 0
Shares
issued for 8,861,300 8,861 0 93,941
cash, 85,080
September 3,
1999
Shares
issued for
services, 1,000 0 0
September 3, 1,000,000 1,000
1999
Net (Loss)
for the 0
period ended 0 (11,155)
September 3, 0 (11,155)
1999
Balances
September,30 9,861,300 $ 9,861 85,080 (11,155) $83,786
, 1999
</TABLE>
F-4
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period from September 3, 1999
(Inception)Through September 30, 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (Loss) $ (11,155)
Adjustments to Reconcile
Net (Loss) to Cash Flow From
Operating Activities:
Increase in Common Stock
Subscription Receivable (6,426)
Increase in organizational costs (1,060)
Increase in accounts payable 260
Amortization 18
Net cash provided (Used)
By operating activities (18,363)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of Common
Stock 94,941
NET INCREASE IN CASH 76,578
Cash, Beginning of the period 0
Cash, end of the period 76,578
The accompanying notes are an integral part of
the financial statements.
F-5
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE I ORGANIZATION AND HISTORY
Progolftournaments.com was organized under the
laws of the State of Nevada on September 3,
1999 and has been in the development stage
since its formation. The wholly owned
subsidiary, PROGOLF TOURNAMENTS.COM, INC. is an
Ontario-Canada Corporation incorporated
September 29, 1999.
Progolftournaments.coms only activities have
been organizational, directed at acquiring its
principal assets, raising its initial capital
and developing its business plan.
NOTE II SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The financial statements have been prepared and
presented in accordance with US G.A.A.P.
Development Stage Activities
Progolftournaments.com has been in the
development stage since its inception.
Basis of Financial Statements
The financial statements reflect the assets and
liabilities of PROGOLF TOURNAMENTS.COM, a
Nevada Corporation, and its wholly owned
subsidiary, PROGOLF TOURNAMENTS.COM, INC., an
Ontario Corporation, incorporated September 3,
1999 and September 29, 1999, respectively.
Progolftournaments.com Financial Statements
were prepared and are presented in accordance
to US G.A.A.P.
These Financial statements are prepared on a
consolidated basis. The accounts of the
subsidiary company are reflected in these
Financial statements. All material
intercompany accounts and transactions have
been eliminated.
Accounting Method
Progolftournaments.com records income and
expenses on the accrual method.
F-6
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand,
cash on deposit and highly liquid investments
with maturities generally of three
months or less.
Organizational Costs
Costs incurred in organizing
Progolftournaments.com are being amortized over
a sixty-month period.
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 disclosure of
contingent assets and liabilities at the date of
the financial statements and revenues and
expenses during the reported period. Actual
results could differ from those estimates.
Currency Exchange
The Financial statements are presented in
dollar amounts based on United States Currency
Exchange.
Fiscal Year
Progolftournaments.com adopted a fiscal year
end of September 30th.
NOTE III - SUBSEQUENT EVENT.
Subscriptions receivable in the amount of $
6,426.00 were received by the Company, the
final being received October 10, 2000.
F-7
ARTICLES OF INCORPORATION
OF
PROGOLFTOURNAMENTS.COM
***********************************************
***************
The undersigned, acting as incorporator,
pursuant to the provisions of the laws of the
State of Nevada relating to private
corporations, hereby adopts the following
Articles of Incorporation:
ARTICLE ONE. (NAME) The name of
the corporation is: PROGOLFTOURNAMENTS.COM
ARTICLE TWO. (RESIDENT AGENT)
The initial agent for service of process is the
Nevada Agency and Trust Company, 50 West
Liberty Street, Suite 880, City of Reno, County
of Washoe,
State of Nevada 89501.
ARTICLE THREE. (PURPOSES) The
purposes for which the corporation is organized
are to engage in any activity or business not
in conflict with the laws of the State of
Nevada or of the United States of America, and
without limiting the generality of the
foregoing, specifically:-
I. (OMNIBUS). To have to
exercise all the powers now
or hereafter conferred by
the laws of the State of
Nevada upon corporations
organized pursuant to the
laws under which the
corporation is organized
and any and all acts
amendatory thereof and
supplemental thereto.
II. (CARRYING ON BUSINESS
OUTSIDE STATE). To
conduct and carry on its
business or any branch
thereof in any state or
territory of the United
States or in any foreign
country in conformity with
the laws of such state,
territory, or foreign
country, and to have and
maintain in any state,
territory, or foreign
country a business office,
plant, store or other
facility.
III. (PURPOSES TO BE CONSTRUED
AS POWERS). The
purposes `specified herein
shall be construed both as
purposes and powers and
shall be in no wise limited
or restricted by reference
to, or inference from, the
terms of any other clause
in this or any other
article, but the purposes
and powers specified in
each of the clauses herein
shall be regarded as
independent purposes and
powers, and the enumeration
of specific purposes and
powers shall not be
construed to limit or
restrict in any manner the
meaning of general terms or
of the general powers of
the corporation; nor shall
the expression of one thing
be deemed to exclude
another, although it be of
like nature not expressed.
ARTICLE FOUR. (CAPITAL STOCK)
The corporation shall have authority to
issue an aggregate of SIXTY MILLION
(60,000,000) shares of stock, par value
ONE MILL ($0.001) per share divided into
two (2) classes of stock as follows for a
total capitalization of SIXTY THOUSAND
DOLLARS ($60,000).
(A) NON-ASSESSABLE COMMON STOCK: FIFTY
MILLION (50,000,000) shares
Of COMMON STOCK, Par Value ONE MILL
($0.001) per share, and
(B) PREFERRED STOCK: TEN MILLION (10,000,000)
shares of PREFERRED STOCK, Par Value ONE MILL
($0.0001) per share.
All capital stock when issued shall be
fully paid and non-assessable. No holder of
shares of capital stock of the corporation
shall be entitled as such to any pre-emptive or
preferential rights to subscribe to any
unissued stock, or any other securities which
the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be
issued and sold from time to time for such
consideration as may be fixed by the Board of
Directors, provided that the consideration so
fixed is not less than par value.
Holders of the corporation's Common Stock
shall not possess cumulative voting rights at
any shareholders meetings called for the
purpose of electing a Board of Directors or on
other matters brought
before stockholders meetings, whether they are
annual or special.
ARTICLE FIVE. (DIRECTORS).
The affairs of the corporation shall be
governed by a Board of Directors of not more
than fifteen (15) nor less than one (1) person.
The name and address of the first Board of
Directors is:
NAME
ADDRESS
Howard Klien
6844 Johnson Wagon Crescent
Mississauga, Ontario L5W 1B1
Canada
ARTICLE SIX. (ASSESSMENT OF
STOCK). The capital stock of the corporation,
after the amount of the subscription price or
par value has been paid in, shall not be
subject to pay debts of the corporation, and no
paid up stock and no stock issued as fully paid
up shall ever be assessable or assessed.
ARTICLE SEVEN. (INCORPORATOR).
The name and address of the incorporator of the
corporation is as follows:
NAME ADDRESS
Amanda Cardinelli 50 West
Liberty Street, Suite. 880
` Reno, Nevada
89501
ARTICLE EIGHT. (PERIOD OF
EXISTENCE). The period of existence of the
Corporation shall be perpetual.
ARTICLE NINE. (BY-LAWS) The
initial By-laws of the corporation shall be
adopted by its Board of Directors. The power
to alter, amend, or repeal the By-laws, or to
adopt new By-laws, shall be vested in the Board
of Directors, except as otherwise may be
specifically provided in the By-laws.
ARTICLE TEN. (STOCKHOLDERS'
MEETINGS). Meetings of stockholders shall be
held at such place within or without the State
of Nevada as may be provided by the By-laws of
the corporation. Special meetings of the
stockholders may be called by the President or
any other executive officer of the corporation,
the Board of Directors, or any member thereof,
or by the record holder or holders of at least
ten percent (10%) of all shares entitled to
vote at the meeting. Any action otherwise
required to be taken at a meeting of the
stockholders, except election of directors, may
be taken without a meeting if a consent in
writing, setting forth the action so taken,
shall be signed by stockholders having at least
a majority of the voting power.
ARTICLE ELEVEN. (CONTRACTS OF
CORPORATION) No contract or other transaction
between the corporation and any other
corporation, whether or not a majority of the
shares of the capital stock of such other
corporation is owned by this corporation, and
no act of this corporation shall be any way be
affected or invalidated by the fact that any of
the directors of this corporation are
pecuniarily or otherwise interested in, or are
directors or officers of such other
corporation. Any director of this corporation,
individually, or any firm of which such
director may be a member, may be a party to, or
may be pecuniarily or otherwise interested in
any contract or transaction of the corporation;
provided, however, that the fact that he or
such firm is so interested shall be disclosed
or shall have been known to the Board of
Directors of this corporation, or a majority
thereof; and any director of this corporation
who is also a director or officer of such other
corporation, or who is so interested, may e
counted in determining the existence of a
quorum at any meeting of the Board of Directors
of this corporation that shall authorize such
contract or transaction, and may vote thereat
to authorize such contract or transaction, with
like force and effect as if he were no such
director or officer of such other corporation
or not so interested.
ARTICLE TWELVE. (LIABILITY OF
DIRECTORS AND OFFICERS) No director or
officer shall have any personal liability to
the corporation or its stockholders for damages
for breach of fiduciary duty as a director or
officer, except that this Article Twelve shall
not eliminate or limit the liability of a
director or officer for (I) acts or omissions
which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment
of dividends in violation of the Nevada Revised
Statutes.
IN WITNESS WHEREOF. The
undersigned incorporator has hereunto affixed
his/her signature at Reno, Nevada this 3rd day
of September, 1999.
s/s AMANDA CARDINALLI
AMANDA CARDINALLI
BYLAWS
OF
PROGOLFTOURNAMENTS.COM
CONTENTS OF INITIAL BYLAWS
ARTICLE
PAGE
1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions
4
1.02 Registered Agent or
OfficeRequirement
of Filing Changes with Secretary of
State 4
1.03 Initial Business Office
4
1.04 Amendment of Bylaws
4
2.00 DIRECTORS AND DIRECTORS MEETINGS
2.01 Action Without Meeting 5
2.02 Telephone Meetings 5
2.03 Place of Meetings 5
2.04 Regular Meetings 5
2.05 Call of Special Meeting 5
2.06 Quorum 6
2.07 AdjournmentNotice of Adjourned
Meetings 6
2.08 Conduct of Meetings 6
2.09 Powers of the Board of Directors 6
2.10 Board Committees Authority to
Appoint 7
2.11 Transactions with Interested
Directors 7
2.12 Number of Directors 7
2.13 Term of Office 7
2.14 Removal of Directors 8
2.15 Vacancies 8
2.15(a) Declaration of
Vacancy 8
2.15(b) Filling Vacancies
by Directors 8
2.15(c) Filling Vacancies
by Shareholders 8
2.16 Compensation 9
2.17 Indemnification of Directors and
Officers 9
2.18 Insuring Directors, Officers,
and Employees 9
ARTICLE
PAGE
3.00 SHAREHOLDERS MEETINGS
3.01 Action Without Meeting 9
3.02 Telephone Meetings 10
3.03 Place of Meetings 10
3.04 Notice of Meetings 10
3.04 Voting List 10
3.05 Votes per Share 11
3.07 Cumulative Voting 11
3.08 Proxies 11
3.09 Quorum 12
3.09(a) Quorum of
Shareholders 12
3.09(b) Adjourn for Lack
or Loss of Quorum 12
3.10 Voting by Voice or Ballot 12
3.11 Conduct of Meetings 12
3.12 Annual Meetings 12
3.13 Failure to Hold Annual Meeting 13
3.14 Special Meetings 13
4.00 OFFICERS
4.01 Title and Appointment 13
4.01(a) Chairman 13
4.01(b) President 14
4.01(c) Vice President 14
4.01(d) Secretary 14
4.01(e) Treasurer 15
4.01(f) Assistant Secretary or
Assistant Treasurer 15
4.02 Removal and Resignation 15
4.03 Vacancies 16
4.04 Compensation 16
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific
Authorization 16
5.02 Execution of Certain Instruments 16
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares 17
6.02 Certificates for Fully Paid
Shares 17
6.03 Consideration for Shares 17
6.04 Replacement of Certificates 17
ARTICLE
PAGE
6.05 Signing Certificates Facsimile
Signatures 18
6.06 Transfer Agents and Registrars 18
6.07 Conditions of Transfer 18
6.08 Reasonable Doubts as to Right to
Transfer 18
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings 18
7.02 Share Register 19
7.03 Corporate Seal 19
7.04 Books of Account 19
7.05 Inspection of Corporate Records 20
7.06 Fiscal Year 20
7.07 Waiver of Notice 20
8.00 ADOPTION OF INITIAL BYLAWS 20
ARTICLE ONE CORPORATE CHARTER AND BYLAWS
1.01 CORPORATE CHARTER PROVISIONS
The Corporations Charter authorizes fifty
million (50,000,000) Common Shares and ten
million Preferred shares to be issued. The
officers and transfer agents issuing shares of
the Corporation shall ensure that the total
number of shares outstanding at any given time
does not exceed this number. Such officers and
agents shall advise the Board at least annually
of the authorized shares remaining available to
be issued. No shares shall be issued for less
than the par value stated in the Charter. Each
Charter provision shall be observed until
amended by Restated Articles or Articles of
Amendment duly filed with the Secretary of
State.
1.02 REGISTERED AGENT AND OFFICE REQUIREMENT OF
FILING CHANGES WITH SECRETARY OF STATE
The address of the Registered Office
provided in the Articles of Incorporation, as
duly filed with the Secretary of State for the
State of Nevada, is: 50 West Liberty Street,
Suite 880, Reno, Nevada 89501.
The name of the Registered Agent of the
Corporation at such address, as set forth in
its Articles of Incorporation, is: Nevada
Agency and Trust Company.
The Registered Agent or Office may be
changed by filing a Statement of Change of
Registered Agent or Office or Both with the
Secretary of State, and not otherwise. Such
filing shall be made promptly with each change.
Arrangements for each change in Registered
Agent or Office shall ensure that the
Corporation is not exposed to the possibility
of a default judgment. Each successive
Registered Agent shall be of reliable character
and well informed of the necessity of
immediately furnishing the papers of any
lawsuit against the Corporation to its
attorneys.
1.03 INITIAL BUSINESS OFFICE
The address of the initial principal
business office of the Corporation is hereby
established as: 404 Scott Point Drive, Salt
Spring Island, BC V8K 2R2.
The Corporation may have additional
business offices within the State of Nevada and
where it may be duly qualified to do business
outside of Nevada, as the Board of Directors
may from time to time designate or the business
of the Corporation may require.
1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors,
subject to any limits imposed by the
Shareholders, may amend or repeal these Bylaws
and adopt new Bylaws. All amendments shall be
upon advice of counsel as to legality, except
in emergency. Bylaw changes shall take effect
upon adoption unless otherwise specified.
Notice of Bylaws changes shall be given in or
before notice given of the first Shareholders
meeting following their adoption.
ARTICLE TWO DIRECTORS AND DIRECTORS MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be
taken by the Board of Directors may be taken
without a meeting, and shall have the same
force and effect as a unanimous vote of
Directors, if all members of the Board consent
in writing to the action. Such consent may be
given individually or collectively.
2.02 TELEPHONE MEETINGS
Subject to the notice provisions required
by these Bylaws and by the Business Corporation
Act, Directors may participate in and hold a
meeting by means of conference call or similar
communication by which all persons
participating can hear each other.
Participation in such a meeting shall
constitute presence in person at such meeting,
except participation for the express purpose of
objecting to the transaction of any business on
the ground that the meeting is not lawfully
called or convened.
2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall
be held at the business office of the
Corporation or at such other place within or
without the State of Nevada as may be
designated by the Board.
2.04 REGULAR MEETINGS
Regular meetings of the Board of Directors
shall be held, without call or notice,
immediately following each annual Shareholders
meeting, and at such other regularly repeating
times as the Directors may determine.
2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors
for any purpose may be called at any time by
the President or, if the President is absent or
unable or refuses to act, by any Vice President
or any two Directors. Written notices of the
special meetings, stating the time and place of
the meeting, shall be mailed ten days before,
or telegraphed or personally delivered so as to
be received by each Director not later than two
days before, the day appointed for the meeting.
Notice of meetings need not indicate an agenda.
Generally, a tentative agenda will be included,
but the meeting shall not be confined to any
agenda included with the notice.
Meetings provided for in these Bylaws
shall not be invalid for lack of notice if all
persons entitled to notice consent to the
meeting in writing or are present at the
meeting and do not object to the notice given.
Consent may be given either before or after the
meeting.
Upon providing notice, the Secretary or
other officer sending notice shall sign and
file in the Corporate Record Book a statement
of the details of the notice given to each
Director. If such statement should later not
be found in the Corporate Record Book, due
notice shall be presumed.
2.06 QUORUM
The presence throughout any Directors
meeting, or adjournment thereof, of a majority
of the authorized number of Directors shall be
necessary to constitute a quorum to transact
any business, except to adjourn. If a quorum is
present, every act done or resolution passed by
a majority of the Directors present and voting
shall be the act of the Board of Directors.
2.07 ADJOURNMENT AND NOTICE OF ADJOURNED
MEETINGS
A quorum of the Directors may adjourn any
Directors meeting to meet again at a stated
hour on a stated day. Notice of the time and
place where an adjourned meeting will be held
need not be given to absent Directors if the
time and place is fixed at the adjourned
meeting. In the absence of a quorum, a majority
of the Directors present may adjourn to a set
time and place if notice is duly given to the
absent members, or until the time of the next
regular meeting of the Board.
2.08 CONDUCT OF MEETINGS
At every meeting of the Board of
Directors, the Chairman of the Board, if there
is such an officer, and if not, the President,
or in the Presidents absence, a Vice President
designated by the President, or in the absence
of such designation, a Chairman chosen by a
majority of the Directors present, shall
preside. The Secretary of the Corporation shall
act as Secretary of the Board of Directors
meetings. When the Secretary is absent from any
meeting, the Chairman may appoint any person to
act as Secretary of that meeting.
2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the
Corporation and all corporate powers shall be
exercised by or under authority of the Board of
Directors, subject to limitations imposed by
law, the Articles of Incorporation, any
applicable Shareholders agreement, and these
Bylaws.
2.10 BOARD COMMITTEES AUTHORITY TO APPOINT
The Board of Directors may designate an
executive committee and one or more other
committees to conduct the business and affairs
of the Corporation to the extent authorized.
The Board shall have the power at any time to
change the powers and membership of, fill
vacancies in, and dissolve any committee.
Members of any committee shall receive such
compensation as the Board of Directors may from
time to time provide. The designation of any
committee and the delegation of authority
thereto shall not operate to relieve the Board
of Directors, or any member thereof, of any
responsibility imposed by law.
2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between
the Corporation and any of its Directors (or
any corporation or firm in which any of its
Directors are directly or indirectly
interested) shall be valid for all purposes
notwithstanding the presence of that Director
at the meeting during which the contract or
transaction was authorized, and notwithstanding
the Directors participation in that meeting.
This section shall apply only if the contract
or transaction is just and reasonable to the
Corporation at the time it is authorized and
ratified, the interest of each Director is
known or disclosed to the Board of Directors,
and the Board nevertheless authorizes or
ratifies the contract or transaction by a
majority of the disinterested Directors
present. Each interested Director is to be
counted in determining whether a quorum is
present, but shall not vote and shall not be
counted in calculating the majority necessary
to carry the vote. This section shall not be
construed to invalidate contracts or
transactions that would be valid in its
absence.
2.12 NUMBER OF DIRECTORS
The number of Directors of this
Corporation shall be no more than fifteen or
less than one. No Director need be a resident
of Nevada or a Shareholder. The number of
Directors may be increased or decreased from
time to time by amendment to these Bylaws. Any
decrease in the number of Directors shall not
have the effect of shortening the tenure, which
any incumbent Director would otherwise enjoy.
2.13 TERM OF OFFICE
Directors shall be entitled to hold office
until their successors are elected and
qualified. Election for all Director positions,
vacant or not vacant, shall occur at each
annual meeting of the Shareholders and may be
held at any special meeting of Shareholders
called specifically for that purpose.
2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any
individual Director may be removed from office
by a vote of Shareholders holding a majority of
the outstanding shares entitled to vote at an
election of Directors. However, if less than
the entire Board is to be removed, no one of
the Directors may be removed if the votes cast
against his removal would be sufficient to
elect him if then cumulatively voted at an
election of the entire Board of Directors. No
director may be so removed except at an
election of the class of Directors of which he
is a part. If any or all Directors are so
removed, new Directors may be elected at the
same meeting. Whenever a class or series of
shares is entitled to elect one or more
Directors under authority granted by the
Articles of Incorporation, the provisions of
this Paragraph apply to the vote of that class
or series and not to the vote of the
outstanding shares as a whole.
2.15 VACANCIES
Vacancies on the Board of Directors shall
exist upon the occurrence of any of the
following events: (a) the death, resignation,
or removal of any Director; (b) an increase in
the authorized number of Directors; or (c) the
failure of the Shareholders to elect the full
authorized number of Directors to be voted for
at any annual, regular, or special
Shareholders meeting at which any Director is
to be elected.
2.15(a) DECLARATION OF VACANCY
A majority of the Board of Directors may
declare vacant the office of a Director if the
Director: (a) is adjudged incompetent by a
court order; (b) is convicted of a crime
involving moral turpitude; (c) or fails to
accept the office of Director, in writing or by
attending a meeting of the Board of Directors,
within thirty (30) days of notice of election.
2.15(b) FILLING VACANCIES BY
DIRECTORS
Vacancies other than those caused by an
increase in the number of Directors may be
filled temporarily by majority vote of the
remaining Directors, though less than a quorum,
or by a sole remaining Director. Each Director
so elected shall hold office until a qualified
successor is elected at a Shareholders
meeting.
2.15(c) FILLING VACANCIES BY
SHAREHOLDERS
Any vacancy on the Board of Directors,
including those caused by an increase in the
number of Directors shall be filled by the
Shareholders at the next annual meeting or at a
special meeting called for that purpose. Upon
the resignation of a Director tendered to take
effect at a future time, the Board or the
Shareholders may elect a successor to take
office when the resignation becomes effective.
2.16 COMPENSATION
Directors shall receive such compensation
for their services as Directors as shall be
determined from time to time by resolution of
the Board. Any Director may serve the
Corporation in any other capacity as an
officer, agent, employee, or otherwise, and
receive compensation therefor.
2.17 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the
Corporation to pay or reimburse any present or
former Director or officer of the Corporation
any costs or expenses actually and necessarily
incurred by that officer in any action, suit,
or proceeding to which the officer is made a
party by reason of holding that position,
provided, however, that no officer shall
receive such indemnification if finally
adjudicated therein to be liable for negligence
or misconduct in office. This indemnification
shall extend to good-faith expenditures
incurred in anticipation of threatened or
proposed litigation. The Board of Directors may
in proper cases, extend the indemnification to
cover the good-faith settlement of any such
action, suit, or proceeding, whether formally
instituted or not.
2.18 INSURING DIRECTORS, OFFICERS, AND
EMPLOYEES
The Corporation may purchase and maintain
insurance on behalf of any Director, officer,
employee, or agent of the Corporation, or on
behalf of any person serving at the request of
the Corporation as a Director, officer,
employee, or agent of another corporation,
partnership, joint venture, trust, or other
enterprise, against any liability asserted
against that person and incurred by that person
in any such corporation, whether or not the
Corporation has the power to indemnify that
person against liability for any of those acts.
ARTICLE THREE SHAREHOLDERS' MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting
of the Shareholders under any provision of the
Nevada Business Corporation Act may be taken
without a meeting if authorized by a consent or
waiver filed with the Secretary of the
Corporation and signed by all persons who would
be entitled to vote on that action at a
Shareholders' meeting. Each such signed consent
or waiver, or a true copy thereof, shall be
placed in the Corporate Record Book.
3.02 TELEPHONE MEETINGS
Subject to the notice provisions required
by these Bylaws and by the Business Corporation
Act, Shareholders may participate in and hold a
meeting by means of conference call or similar
communication by which all persons
participating can hear each other.
Participation in such a meeting shall
constitute presence in person at such meeting,
except participation for the express purpose of
objecting to the transaction of any business on
the ground that the meeting is not lawfully
called or convened.
3.03 PLACE OF MEETINGS
Shareholders' meetings shall be held at
the business office of the Corporation, or at
such other place within or without the State of
Nevada as may be designated by the Board of
Directors or the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the
officer or persons calling a Shareholders'
Meeting. shall give notice, or cause it to be
given, in writing to each Director and to each
Shareholder entitled to vote at the meeting at
least ten (10) but not more than sixty (60)
days before the date of the meeting. Such
notice shall state the place, day, and hour of
the meeting, and, in case of a special meeting,
the purpose or purposes for which the meeting
is called. Such written notice may be given
personally, by mail, or by other means. Such
notice shall be addressed to each recipient at
such address as appears on the Books of the
Corporation or as the recipient has given to
the Corporation for the purpose of notice.
Meetings provided for in these Bylaws shall not
be invalid for lack of notice if all persons
entitled to notice consent to the meeting in
writing or are present at the meeting in person
or by proxy and do not object to the notice
given, Consent may be given either before or
after the meeting. Notice of the reconvening of
an adjourned meeting is not necessary unless
the meeting is adjourned more than thirty days
past the date stated in the notice, in which
case notice of the adjourned meeting shall be
given as in the case of any special meeting.
Notice may be waived by written waivers signed
either before or after the meeting by all
persons entitled to the notice.
3.05 VOTING LIST
At least ten (10), but not more than sixty
(60), days before each Shareholders' meeting,
the officer or agent having charge of the
Corporation's share transfer books shall make a
complete list of the Shareholders entitled to
vote at that meeting or any adjournment
thereof, arranged in alphabetical order, with
the address and the number of shares held by
each. The list shall be kept on file at the
Registered Office of the Corporation for at
least ten (10) days prior to the meeting, and
shall be subject to inspection by any Director,
officer, or Shareholder at any time during
usual business hours. The list shall also be
produced and kept open at the time and place of
the meeting and shall be subject, during the
whole time of the meeting, to the inspection of
any Shareholder. The original share transfer
books shall be prima facie evidence as to the
Shareholders entitled to examine such list or
transfer books or to vote at any meeting of
Shareholders. However, failure to prepare and
to make the list available in the manner
provided above shall not affect the validity of
any action taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of
class, shall be entitled to one (1) vote on
each matter submitted to a vote at a meeting of
Shareholders, except to the extent that the
voting rights of the shares of any class or
classes are limited or denied pursuant to the
Articles of Incorporation. A Shareholder may
vote in person or by proxy executed in writing
by the Shareholder, or by the Shareholder's
duly authorized attorney-in-fact.
3.07 CUMULATIVE VOTING
Cumulative voting is prohibited.
3.08 PROXIES
A Shareholder may vote either in person or
by proxy executed in writing by the Shareholder
or his or her duly authorized attorney in fact.
Unless otherwise provided in the proxy or by
law, each proxy shall be revocable and shall
not be valid after eleven (11) months from the
date of its execution,
3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
As to each item of business to be voted on,
the presence (in person or by proxy) of the
persons who are entitled to vote a majority of
the outstanding voting shares on that matter
shall constitute the quorum necessary for the
consideration of the matter at a Shareholders'
meeting. The vote of the holders of a majority
of the shares entitled to vote on the matter
and represented at a meeting at which a quorum
is present shall be the act of the
Shareholders' meeting.
3.09(b) ADJOURNMENT FOR LACK
OR LOSS OF QUORUM
No business may be transacted in the
absence of a quorum, or upon the withdrawal of
enough Shareholders to leave less than a
quorum, other than to adjourn the meeting from
time to time by the vote of a majority of the
shares represented at the meeting.
3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by
ballot unless a Shareholder demands election by
ballot before the voting begins.
3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be
chaired by the President, or, in the
President's absence, a Vice President
designated by the President, or, in the absence
of such designation, any other person chosen by
a majority of the Shareholders of the
Corporation present in person or by proxy and
entitled to vote. The Secretary of the
Corporation, or, in the Secretary's absence, an
Assistant Secretary, shall act as Secretary of
all meetings of the Shareholders. In the
absence of the Secretary or Assistant
Secretary, the Chairman shall appoint another
person to act as Secretary of the meeting.
3.12 ANNUAL MEETINGS
The time, place, and date of the annual
meeting of the Shareholders of the Corporation,
for the purpose of electing Directors and for
the transaction of any other business as may
come before the meeting, shall be set from time
to time by a majority vote of the Board of
Directors. If the day fixed for the annual
meeting shall be on a legal holiday in the
State of Nevada, such meeting shall be held on
the next succeeding business day. If the
election of Directors is not held on the day
thus designated for any annual meeting, or at
any adjournment thereof, the Board of Directors
shall cause the election to be held at a
special meeting of the Shareholders as soon
thereafter as possible.
3.13 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual
Shareholders' Meeting is not held, any
Shareholder may apply to a court of competent
jurisdiction in the county in which the
principal office of the Corporation is located
for a summary order that an annual meeting be
held.
3.14 SPECIAL MEETINGS
A special Shareholders' meeting may be
called at any time by. (a) the President; (b)
the Board of Directors; or (c) one or more
Shareholders holding in the aggregate one-tenth
or more of all the shares entitled to vote at
the meeting. Such meeting may be called for any
purpose. The party calling the meeting may do
so only by written request sent by registered
mail or delivered in person to the President or
Secretary. The officer receiving the written
request shall within ten (10) days from the
date of its receipt cause notice of the meeting
to be sent to all the Shareholders entitled to
vote at such a meeting. If the officer does not
give notice of the meeting within ten (10) days
after the date of receipt of the written
request, the person or persons calling the
meeting may fix the time of the meeting and
give the notice. The notice shall be sent
pursuant to Section 3.04 of these Bylaws. The
notice of a special Shareholders' meeting must
state the purpose or purposes of the meeting
and, absent consent of every Shareholder to the
specific action taken, shall be limited to
purposes plainly stated in the notice,
notwithstanding other provisions herein.
ARTICLE FOUR OFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a
President and a Secretary, as required by law.
The Corporation may also have, at the
discretion of the Board of Directors, a
Chairman of the Board, one or more Vice
Presidents, a Treasurer, one or more Assistant
Secretaries, and one or more Assistant
Treasurers. Any two or more offices, including
President and Secretary, may be held by one
person. All officers shall be elected by and
hold office at the pleasure of the Board of
Directors, which shall fix the compensation and
tenure of all officers.
4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an
officer, shall, if present, preside at the
meetings of the Board of Directors and exercise
and perform such other powers and duties as may
from time to time be assigned to the Chairman
by the Board of Directors or prescribed by
these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if
any, as may be given to the Chairman, if there
is one, by the Board of Directors, the
President shall be the chief executive officer
of the Corporation and shall, subject to the
control of the Board of Directors, have general
supervision, direction, and control of the
business and officers of the Corporation. The
President shall have the general powers and
duties of management usually vested in the
office of President of a corporation; shall
have such other powers and duties as may be
prescribed by the Board of Directors or the
Bylaws; and shall be ex officio a member of all
standing committees, including the executive
committee, if any. In addition, the President
shall preside at all meetings of the
Shareholders and in the absence of the
Chairman, or if there is no Chairman, at all
meetings of the Board of Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such powers
and perform such duties as from time to time
may be prescribed by these Bylaws, by the Board
of Directors, or by the President. In the
absence or disability of the President, the
senior or duly appointed Vice President, if
any, shall perform all the duties of the
President, pending action by the Board of
Directors when so acting, such Vice President
shall have all the powers of, and be subject to
all the restrictions on, the President.
4.01(d) SECRETARY
The Secretary shall:
(1) See that all notices are duly
given in accordance with the
provisions of these Bylaws and as
required by law. In case of the
absence or disability of the
Secretary. or the Secretary's refusal
or neglect to act, notice may be
given and served by an Assistant
Secretary or by the Chairman, the
President, any Vice President, or by
the Board of Directors.
(2) Keep the minutes of corporate
meetings, and the Corporate Record
Book, as set out in Section 7.01
hereof.
(3) Maintain, in the Corporate
Record Book, a record of all share
certificates issued or canceled and
all shares of the Corporation
canceled or transferred.
(4) Be custodian of the
Corporation's records and of any
seal, which the Corporation may from
time to time adopt. when the
Corporation exercises its right to
use a seal, the Secretary shall see
that the seal is embossed on all
share certificates prior to their
issuance and on all documents
authorized to be executed under seal
in accordance with the provisions of
these Bylaws.
(5) In general, perform all duties
incident to the office of Secretary,
and such other duties as from time to
time may be required by Sections
7.01, 7.02, and 7.03 of these Bylaws,
by these Bylaws generally, by the
Board of Directors, or by the
President.
4.01(e) TREASURER
The Treasurer shall:
(1) Have charge and custody of, and
be responsible for, all funds and
securities of the Corporation, and
deposit all funds in the name of the
Corporation in those banks, trust
companies, or other depositories that
shall be selected by the Board of
Directors.
(2) Receive, and give receipt for,
monies due and payable to the
Corporation.
(3) Disburse or cause to be
disbursed the funds of the
Corporation as may be directed by the
Board of Directors, taking proper
vouchers for those disbursements.
(4) If required by the Board of
Directors or the President, give to
the Corporation a bond to assure the
faithful performance of the duties of
the Treasurer's office and the
restoration to the Corporation of all
corporate books, papers, vouchers,
money, and other property of whatever
kind in the Treasurer's possession or
control, in case of the Treasurers
death, resignation, retirement, or
removal from office. Any such bond
shall be in a sum satisfactory to the
Board of Directors, with one or more
sureties or a surety company
satisfactory to the Board of
Directors.
(5) In general, perform all the
duties incident to the office of
Treasurer and such other duties as
from time to time may be assigned to
the Treasurer by Sections 7.O4 and
7.05 of these Bylaws, by these Bylaws
generally, by the Board of Directors,
or by the President.
4.01(f) ASSISTANT SECRETARY AND
ASSISTANT TREASURER
The Assistant Secretary or Assistant
Treasurer shall have such powers and perform
such duties as the Secretary or Treasurer,
respectively, or as the Board of Directors or
President may prescribe. In case of the absence
of the Secretary or Treasurer, the senior
Assistant Secretary or Assistant Treasurer,
respectively, may perform all of the functions
of the Secretary or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or
without cause, by vote of a majority of the
Directors at any regular or special meeting of
the Board, or, except in case of an officer
chosen by the Board of Directors, by any
committee or officer upon whom that power of
removal may be conferred by the Board of
Directors. Such removal shall be without
prejudice to the contract rights, if any, of
the person removed. Any officer may resign at
any time by giving written notice to the Board
of Directors, the President, or the Secretary
of the Corporation. Any resignation shall take
effect on the date of the receipt of that
notice or at any later time specified therein,
and, unless otherwise specified therein, the
acceptance of that resignation shall not be
necessary to make it effective.
4.03 VACANCIES
Upon the occasion of any vacancy occurring
in any office of the Corporation, by reason
of death, resignation, removal, or otherwise,
the Board of Directors may elect an acting
successor to hold office for the unexpired term
or until a permanent successor is elected.
4.04 COMPENSATION
The compensation of the officers shall be
fixed from time to time by the Board of
Directors, and no officer shall be prevented
from receiving a salary by reason of the fact
that the officer is also a Shareholder or a
Director of the Corporation, or both.
ARTICLE FIVE AUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for
the execution of instruments. The Board of
Directors, except as otherwise provided in
these Bylaws, may additionally authorize any
officer or officers, agent or agents, to enter
into any contract or execute and deliver any
instrument in the name of and on behalf of the
Corporation, and such authority may be general
or confined to specific instances. Unless
expressly authorized by these Bylaws or the
Board of Directors, no officer, agent, or
employee shall have any power or authority to
bind the Corporation by any contract or
engagement nor to pledge its credit nor to
render it pecuniarily liable for any purpose or
in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation,
promissory notes, deeds, deeds of trust,
mortgages, pledges, and other evidences of
indebtedness of the Corporation, other
corporate documents, and certificates of
ownership of liquid assets held by the
Corporation shall be signed or endorsed by the
President or any Vice President and by the
Secretary or the Treasurer, unless otherwise
specifically determined by the Board of
Directors or otherwise required by law.
ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more
classes or series of shares, or both. Any of
these classes or series may have full, limited,
or no voting rights, and may have such other
preferences, rights, privileges, and
restrictions as are stated or authorized in the
Articles of Incorporation. All shares of any
one class shall have the same voting,
conversion, redemption, and other rights,
preferences, privileges, and restrictions,
unless the class is divided into series, If a
class is divided into series, all the shares of
any one series shall have the same voting,
conversion, redemption, and other. rights,
preferences, privileges, and restrictions.
There shall always be a class or series of
shares outstanding that has complete voting
rights except as limited or restricted by
voting rights conferred on some other class or
series of outstanding shares.
6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates
representing shares may be issued by the
Corporation until the full amount of the
consideration has been received when the
consideration has been paid to the Corporation,
the shares shall be deemed to have been issued
and the certificate representing the shares
shall be issued to the shareholder.
6.03 CONSIDERATION FOR SHARES
Shares may be issued for such
consideration as may be fixed from time to time
by the Board of Directors, but not less than
the par value stated in the Articles of
Incorporation. The consideration paid for the
issuance of shares shall consist of money paid,
labor done, or property actually received, and
neither promissory notes nor the promise of
future services shall constitute neither
payment nor partial payment for shares of the
Corporation.
6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be
issued until the former certificate for the
shares represented thereby shall have been
surrendered and canceled, except that
replacements for lost or destroyed certificates
may be issued, upon such terms, conditions, and
guarantees as the Board may see fit to impose,
including the filing of sufficient indemnity.
6.05 SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by
the officer(s) designated by the Board of
Directors. The signatures of the foregoing
officers may be facsimiles. If the officer who
has signed or whose facsimile signature has
been placed on the certificate has ceased to be
such officer before the certificate issued, the
certificate may be issued by the Corporation
with the same effect as if he or she were such
officer on the date of its issuance.
6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or
more transfer agents or transfer clerks, and
one or more registrars, at such times and
places as the requirements of the Corporation
may necessitate and the Board of Directors may
designate. Each registrar appointed, if any,
shall be an incorporated bank or trust company,
either domestic or foreign.
6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock
stand on the books of the Corporation shall be
deemed the owner thereof as regards the
Corporation, provided that whenever any
transfer of shares shall be made for collateral
security, and not absolutely, and prior written
notice thereof shall be given to the Secretary
of the Corporation, or to its transfer agent,
if any, such fact shall be stated in the entry
of the transfer.
6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and
there is reasonable doubt as to the right of
the person seeking the transfer, the
Corporation or its transfer agent, before
recording the transfer of the shares on its
books or issuing any certificate therefor, may
require from the person seeking the transfer
reasonable proof of that person's right to the
transfer. If there remains a reasonable doubt
of the right to the transfer, the Corporation
may refuse a transfer unless the person gives
adequate security or a bond of indemnity
executed by a corporate surety or by two
individual sureties satisfactory to the
Corporation as to form, amount, and
responsibility of sureties. The bond shall be
conditioned to protect the Corporation, its
officers, transfer agents, and registrars, or
any of them, against any loss, damage, expense,
or other liability for the transfer or the
issuance of a new certificate for shares.
ARTICLE SEVEN CORPORATE RECORDS AND
ADMINISTRATION
7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the
principal office, or such other place as the
Board of Directors may order, a book recording
the minutes of all meetings of its Shareholders
and Directors, with the time and place of each
meeting, whether such meeting was regular or
special, a copy of the notice given of such
meeting, or of the written waiver thereof, and,
if it is a special meeting, how the meeting was
authorized. The record book shall further show
the number of shares present or represented at
Shareholders' meetings, and the names of those
present and the proceedings of all meetings.
7.02 SHARE REGISTER
The Corporation shall keep at the
principal office, or at the office of the
transfer agent, a share register showing the
names of the Shareholders, their addresses, the
number and class of shares issued to each, the
number and date of issuance of each certificate
issued for such shares, and the number and date
of cancellation of every certificate
surrendered for cancellation. The above
information may be kept on an information
storage device such as a computer, provided
that the device is capable of reproducing the
information in clearly legible form. If the
Corporation is taxed under Internal Revenue
Code Section 1244 or Subchapter S, the Officer
issuing shares shall maintain the appropriate
requirements regarding issuance.
7.03 CORPORATE SEAL
The Board of Directors may at any time
adopt, prescribe the use of, or discontinue the
use of, such corporate seal as it deems
desirable, and the appropriate officers shall
cause such seal to be affixed to such
certificates and documents as the Board of
Directors may direct.
7.04 BOOKS OF ACCOUNT
The Corporation shall maintain correct and
adequate accounts of its properties and
business transactions, including accounts of
its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus,
and shares. The corporate bookkeeping
procedures shall conform to accepted accounting
practices for the Corporation's business or
businesses. subject to the foregoing, The chart
of financial accounts shall be taken from, and
designed to facilitate preparation of, current
corporate tax returns. Any surplus, including
earned surplus, paid-in surplus, and surplus
arising from a reduction of stated capital,
shall be classed by source and shown in a
separate account. If the Corporation is taxed
under Internal Revenue Code Section 1244 or
Subchapter S, the officers and agents
maintaining the books of account shall maintain
the appropriate requirements.
7.05 INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to
examine the Corporation's books or records may
be required to first sign an affidavit that the
demanding party will not directly or indirectly
participate in reselling the information and
will keep it confidential other than in use for
proper purposes reasonably related to the
Director's or Shareholder's role. A Director
who insists on examining the records while
refusing to sign this affidavit thereby resigns
as a Director.
7.06 FISCAL YEAR
The fiscal year of the Corporation shall
be as determined by the Board of Directors and
approved by the Internal Revenue Service. The
Treasurer shall forthwith arrange a
consultation with the Corporation's tax
advisers to determine whether the Corporation
is to have a fiscal year other than the
calendar year. If so, the Treasurer shall file
an election with the Internal Revenue Service
as early as possible, and all correspondence
with the IRS, including the application for the
Corporation's Employer Identification Number,
shall reflect such non-calendar year election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these
Bylaws may be waived by execution of a written
waiver of notice executed by the person
entitled to the notice. The waiver may be
signed before or after the meeting.
ARTICLE EIGHT--ADOPTION OF INITIAL BYLAWS
The foregoing bylaws were adopted by the
Board of Directors on September 30, 1999.
s/s Howard I. Klien, Director
s/s Michael R. Levine, Director
Attested to, and certified by:
s/s Sandy Winick
Secretary
EXHIBIT 5.1
Legal Opinion
December 3, 1999
Progolftournaments.com
1177 West Hastings
Suite 2110
Vancouver, BC V6E 2K3
CANADA
Re: Progolftournaments.com Registration
Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for
Progolftournaments.com, a Nevada corporation
(the "Company"), in connection with the
preparation of the registration statement on
Form S-1 (the "Registration Statement") filed
with the Securities and Exchange Commission(the
"Commission") pursuant to the Securities Act of
1933, as amended (the"Act"), relating to the
public offering (the "Offering") of up to
2,500,000 shares (the "Shares") of the
Company's common stock, $.001 par value (the
Common Stock"), to be sold by the selling
stockholders. This opinion is being furnished
pursuant to Item 601(b)(5) of Regulation S-K
under the Act.
In rendering the opinion set forth below,
we have reviewed (a) the Registration Statement
and the exhibits thereto; (b) the Company's
Articles of Incorporation; (c) the Company's
Bylaws; (d) certain records of the Company's
corporate proceedings as reflected in its
minute books; and (e) such statutes, records
and other documents as we have deemed relevant.
In our examination, we have assumed the
genuineness of all signatures, the authenticity
of all documents submitted to us as originals,
and conformity with the originals of all
documents submitted to us as copies thereof. In
addition, we have made such other examinations
of law and fact as we have deemed relevant in
order to form a basis for the opinion
hereinafter expressed.
Based upon the foregoing, we are of the
opinion that the Shares are validly issued,
fully paid and nonassessable.
We hereby consent to the use of this
opinion as an Exhibit to the Registration
Statement and to all references to this Firm
under the caption "Interests of Named Experts
and Counsel in the Registration Statement.
Very truly yours,
/S/ James L. Vandeberg
VEO:lmt
VANDEBERG JOHNSON & GANDARA
SEATTLE
ONE UNION SQUARE, SUITE 2424
600 UNIVERSITY STREET
SEATTLE, WASHINGTON 98101-1192
FACSIMILE (206) 464-0484
(206) 464-0404
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1777 S. Harrison Street
Suite 2100
Denver, CO 80210
The Board of Directors
Progolftournaments.com and Subsidiary
3266 Yonge Street, Suite 1203
Toronto ON M4N 3P6 Canada
Dear Sirs:
This letter will authorize you to include the
Audit of your company dated September 30, 1999
and the Audit Report dated November 24, 1999 in
the Registration Statement currently under
review with the Securities and Exchange
Commission.
Yours Truly,
Janet Loss, C.P.A., P.C.
February 22, 2000
