REGISTRATION NO. 333-93521
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment Number 3
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 jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification
No.)
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, Vice-President James Vandeberg
Progolftournaments.com Ogden, Murphy Wallace, P.L.L.C.
63 St. Clair Avenue West, Suite 1704 2100 Westlake Center Tower
Toronto, Ontario M4V 2Y9 CANADA 1601 Fifth Avenue
(416) 962-4508 Seattle, Washington 98101
(206) 447-7000
(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. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Proposed Amount of
class of to be Maximum Maximum Registration
securities to registered offering price Aggregate Fee
be registered per unit Offering price
Common stock 7485300 0.025 per 187132.50 52.40
shares share
No exchange or over-the-counter market exists for
Progolftournaments.com common stock. The most recent price paid
for Progolftournaments.com common stock from one investor to
another was $0.025 per share. Progolftournaments.com believes this
transaction supports a bona fide estimate of $0.025 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.
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.
SUBJECT TO COMPLETION
Prospectus
____________, 2000
Progolftournaments.com
3266 Yonge Street, Suite 1208
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
7,485,300 Shares of Common Stock to be sold by current
shareholders at a price of $0.025 per share. The price per share
was arbitrarily determined by management and bears no relationship
to book value or other methods of valuing stock.
This is the initial public offering of common stock of
Progolftournaments.com. Only current shareholders are able to
sell shares if they wish and no shares are being sold by
Progolftournaments.com. No public market currently exists for the
shares. None of the monies received from the sale of stock in this
offering will go to Progolftournaments.com.
This Prospectus is part of a Registration Statement that permits
some shareholders to sell their shares when this Prospectus is
declared effective until *****, 2001. The most recent sale of
Progolftournaments.com common stock occurred on December 27, 1999
at a price of $0.025 per share. These securities will be sold at
$0.025 per share.
This investment involves a high degree of risk.
See Risk Factors beginning on page 1
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.
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.
TABLE OF CONTENTS
Summary of Offering 1
Risk Factors 2
Use of Proceeds 14
Determination of Offering Price 14
Dilution 14
Selling Shareholders 14
Plan of Distribution 18
Description of Capital Stock 18
Description of Business 19
Description of Property 25
Legal Proceedings 25
Market Price of and Dividends on Capital Stock
and Related Stockholder Matters 25
Financial Statements 27
Selected Financial Data 41
Managements Discussion and Analysis of
Financial Condition and Results of Operations 42
Changes in and Disagreements with Accountants 44
Directors and Executive Officers 44
Executive Compensation 46
Security Ownership of Certain Beneficial
Owners and Management 46
Certain Relationships and Related Transactions 47
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities 47
Financial Statements
SUMMARY
Here is a brief summary of some of the main points that you will
find inside of this Prospectus:
1. Progolftournaments.com was incorporated under the laws
of the State of Nevada
on September 3, 1999. We have put together the
business plan and started up the business. We raised
some start-up money from several stockholders and we
are spending that money to get the business underway.
There are no sales or other revenues. We do not have
any employees and we do not own any real estate.
2. Progolftournaments.com. is to be an Internet golf game
played for cash prizes. The prizes come from the fees people pay
to play the game. It brings together the skills necessary to play
golf, the use of a computer and the Internet and the thrill of
playing for cash prizes. Management has set a target of January
1, 2001 to have the game operating on the Internet. The golf
game is being converted from a computer - played game to an
Internet-played game.
3. Our Website is already established under
www.progolftournaments.com. While no one can yet play in a
tournament, the home page is there to be examined. The winners
you see on this first version of the Website are only examples to
show how it will look when there are actual winners.
4. We have two separate but related lines of business that are
potential revenue producers. Neither has produced any revenue to
this point. They are:
5) Our online virtual golf store that features a fill line of
golf equipment and accessories that are available to anyone with
a credit card. We receive 15% of all revenues produced by this
store.
6) Our online virtual golf competitions are described more
fully in point 2 above.
5. This Prospectus does not raise any money for
Progolftournaments.com. It is for the benefit of
shareholders that want to register and perhaps sell
their stock. When this Registration Statement is
declared effective by the Securities and Exchange
Commission (SEC) and while it remains effective, these
shareholders will have the option of selling their
shares to another individual without a broker/dealer or
through a broker/dealer or other intermediary if a
public market exists. They will have the ability to
sell their shares until *****, 2001.
6. There are number of items that are not complete:
1) the conversion of the golf game that will
take about four months;
2) the cost involved is approximately $150,000 for
this conversion; and
3) management has talked with several companies, some
Internet based and some not, that we think will
cooperate and cross-promote products with us.
Every one of these concerns has withheld final
approval until our game conversion is complete and
they can see the finished product.
RISK FACTORS
You should carefully consider the following risk factors and all
other information contained in this Prospectus before you decide
to invest in our common stock. There is a great deal of risk
involved. Any of the following risks could affect our business,
its financial condition, its potential profits or losses and could
result in you losing your entire investment.
The risks and uncertainties described below are all of the
material risks of which we are aware.
Risks related to the business of Progolftournaments.com
Progolftournaments.com chances of success in generating enough
revenue to be profitable must overcome several obstacles: Read
them carefully.
_ We have only recently developed our idea for Internet golf
tournaments and our business plan was done between June,
1999 and September 3, 1999;
- We are a start-up company. We have never had any revenues
or profits and we cannot say for certain that it will
operate profitably in the future.
For these reasons, you cannot depend on Progolftournaments.com
providing a return on investment in the future - in fact, you
could lose your entire investment.
We may not be able to attract golfers and non-golfers to play our
game over the Internet.
Progolftournaments.com was formed in September of 1999 for the
purpose of developing a new online game that involves an existing
computer game and adapting it to be played over the Internet.
While Progolftournaments.com was formed to take advantage of the
popularity of both the Internet and the game of golf, we can not
be sure that golfers will like our Internet game.
We will attempt to attract golfers by advertising and doing cross-
promotion, perhaps with the theme of rain or shine, summer or
winter you can still get in your rounds of golf. We will be
dependent to a large degree on golfers for revenues as they pay
for the privilege of playing. This is how we expect to generate
revenues - by charging a fee to play this Internet golf game.
Our game will involve the same decisions by the player that are
made on a real golf course such as what club to use and how far it
is to the green. It will be easier for someone who has played
golf to adapt to our Internet game. Non-golfers who enter our
proposed Internet tournaments will have the same decisions to make
as golfers do. As a result many non-golfers may feel that this
puts them at a disadvantage and may not participate. For this
reason we do not know that our Internet golf game will appeal to
the non-golfing Internet user.
We will be dependent on players, mostly golfers, who:
- understand the game
- understand how to play
- know what clubs to use
- know how far to hit the ball
- are golfers and non-golfers that desire to play like a
professional
- are easy to convince to pay-to-play.
People may find that the rules of Progolftournaments.com
tournaments may stop them from playing.
The Progolftournaments.com business plan is to market
participation in golf tournaments played on the Internet. What is
unique about our game is that players will play the same
tournament on their computer on the same golf course(s) as the
professional golfers are playing on the same weekend. Each
computer golfer will play four rounds, the same as the
professional tour, one round on Thursday, one on Friday, one on
Saturday and the final round will be played on Sunday. You cannot
miss one days play and you can not play more than one round per
entry per day.
The proposed Internet tournament differs slightly from the
professional event because a player can enter more than once
provided each entry is purchased separately on or before Thursday
of that weeks event. There will be no cut or elimination of some
players with the highest scores. Some Internet players will not
be available to play a round or rounds on each of the four days of
the professional tournament. This could result in a lack of
interest in our proposed Internet tournaments.
Progolftournaments.com cooperation with major golf organizations
may not attract players.
Progolftournaments.com plans to offer weekly Internet tournaments
from the four major professional tours; the PGA, the LPGA, Senior
PGA and the European PGA. Some of these events will have very
limited appeal to some computer players. As an example, players in
Europe may have little or no interest in one or more of the North
American based tournaments and North American computer players may
have limited interest in European events. If and when our Internet
tournaments commence these facts could result in a lack of
interest in our product in both Europe and North America resulting
in our inability to ever become profitable.
The golf industry conducts special international events during the
year, such as the Ryder Cup, the premier golf challenge between a
team from North America and a team from Europe. These special
events usually attract a great deal of interest and interfere with
the play in the regularly scheduled tournaments. If we should
decide to offer special events like the Ryder Cup, we may find
that the interest is split so many ways between the special event
and the regularly scheduled tour events, as to make every
tournament and its prizes much smaller.
Progolftournaments.com will be dependent on agreements with golf
tours and individual golf courses.
Agreements with the individual golf courses are necessary and
agreements with the tours are also necessary if we desire to call
our Internet tournaments by the same name as that of the actual
professional tournaments. Initial discussions have commenced with
several of the organizations and golf courses concerned. In every
case further discussions and decisions were deferred until our
Website is fully operational.
Being unable to reach agreement with any of the golf organizations
and golf courses will result in Progolftournaments.com having to
change some of its business plan. This change would be to convert
the computer golf game to an Internet golf game but not to market
the game that follows the professional golf tour events. We would
market the game as a golf game played over the Internet where a
participant pays to play and to possibly win a prize. This lack
of agreements could result in a lack of people interested in our game,
resulting in less revenues and profits, if any, or even losses.
Please keep in mind that we are not operational at this time and
do not have any revenues.
If we do not get cross-promotion agreements to help promote our
Internet golf game, we may be unable to afford advertising
We have made contact with several golf-related concerns, including
magazines, cable channels and equipment manufacturers. All have
reserved their decision as to whether they will cooperate in
mutual promotions until our Internet game is up and fully
operational. If these agreements were not in place we would be
forced to heavily increase our advertising. We would be forced to
buy advertisements in golf magazines, golf cable TV and other
websites. We have not determined the amount of advertising that
will be necessary or the costs associated with it. Costs vary
according to frequency of advertising but in all cases would be
very expensive. This would increase our expenses, lower or
eliminate profits, if any, and could negatively affect the price
of our stock.
Progolftournaments.com may enter into revenue sharing arrangements
to help promote our Internet golf game that may result in failure
of our business plan.
There can be no guarantee that Progolftournaments.com ever will be
profitable. If we do become profitable, however, one or more of
the organizations that have indicated that they would be
interested in cross-promotion such as TV networks, Golf channels
and golfing publications, may ask for, and Progolftournaments.com
may be forced to give, a share of our potential revenues. Should
this happen, we may be forced to give up a large share or all of
our revenues, if any, thereby making the whole Internet golf game
non-profitable. You should keep in mind that we are not in
business at this time. This risk factor outlines potential
problems that may come up if, and when, we get into business.
As an example, Progolftournaments.com has entered into a software
licensing and revenue sharing agreement with Psygnosis, Ltd., a
wholly owned subsidiary of Sony Europe, effective June 26, 2000.
Psygnosis, Ltd. is the developer of the home computer golf game,
Pro 18 World Golf Tour, that is being adapted for use on the
Worldwide Web. Psygnosis, Ltd. will receive $1.25 of every $10.00
entry fee. If this amount were to increase or if additional
unexpected expenses were to be incurred we would be unable to
operate and may be required to go out of business. You should
carefully consider this when making a decision as to whether or
not you should invest in Progolftournaments.com..
We may face technical difficulties that could cause delays in
launching our online golf game.
Our existing golf game is a game for the computer that we will
modify to make it playable over the Internet. We face the highly
technical task of changing the computer code of the PC game to be
able to accomplish this. We do not know whether this can be done
at a reasonable cost in a reasonable time frame or if can be done
at all. The impact of delays could result in loss of momentum in
bringing the game to the market and could result in a competitor
beating us to the market and obtaining a dominating share of the
online golf game market. If the cost or the time frame prove to
be impractical an investor in our common stock could lose their
entire investment.
Technical problems in operating and maintaining our golf website
could cost us revenue and customers.
Our future players, if any, will pay a $10 entry fee for each
entry in the future weekly Internet tournaments and also for
practice rounds before each tournament. If Progolftournaments.com
has a technical breakdown during a tournament, all of the revenues
from that tournament could be lost. These breakdowns include any
malfunction of the Internet, the game software, the score
recording, credit card processing and the breakdown of our server,
all of which are in the development stage. Should any of these
breakdowns occur, we could be forced to refund all entry fees and
stand a good possibility of losing credibility with the players.
Progolftournaments.com is dependent on the license agreement with
Psygnosis Ltd.
If we were forced to develop an Internet golf game from the very
beginning the costs would be prohibitive and the time frame very
long. Our license agreement with Psygnosis Ltd. allows us to
eliminate a large part of the costs and time required. If we were
to lose our license with Psygnosis Ltd. we would face the problem
of finding another computer golf game to convert to Internet play
or to develop our own game from scratch.
Management controls Progolftournaments.com and could use that
control to make decisions in their own interests
Our management effectively controls Progolftournaments.com through
the stock it owns. They could use that control to make certain
decisions and affect certain transactions that are to managements
advantage at the expense of the other shareholders. For example a
business combination could be negotiated that would retain members
of the management team as highly paid employees of the resultant
company while offering nothing to the other shareholders.
Management should be keeping the interests of all shareholders
first and foremost but it is possible that situations like the one
mentioned above could occur because of their control position.
Management presently holds the following common stock positions:
Sandy Winick 1,475,000 shares 14.90%
Howard Klein 901,000 shares 09.14%
Totals 2,376,000 shares 24.10%
Progolftournaments.com may make decisions with which shareholders
might not agree should management decide to invest capital in
other companies, acquire another company or combine efforts with
another company.
We have made no investments in other companies nor do we intend to
do so. We have not talked with any other organizations about
combining our efforts. We cannot guarantee that these types of
talks may not take place some time in the future. If we acquire an
asset or enter into a business combination, this would likely
include exchanging a large amount of Progolftournaments.com common
stock, which could dilute the ownership interest of present
stockholders.
The Bylaws of Progolftournaments.com give the Board of Directors
the right to enter into any contract for the Company without
ratification by the shareholders. Therefore, management could
decide to make an investment (buy shares, loan money, etc.)
without shareholder approval.
If management decides to merge with or acquire another company,
Nevada Revised Statutes Section 92A.120 provides that a vote of
the shareholders be held to approve or disapprove the transaction.
However, according to Nevada Revised Statutes Section 92A.130,
under the following conditions a vote would not be necessary:
7) The Articles of Incorporation of Progolftournaments.com
remain the same;
8) No shareholder of Progolftournaments.com would have fewer
shares after the merge or acquisition than they had before; and
9) The shares exchanged do not amount to over 20% of the total
issued and outstanding shares after the merger or acquisition.
Management can take almost any action without Stockholder approval
under Nevada law. Some of the more important actions could be to:
- Increase salaries
- Give stock options
- Indefinitely delay shareholder meetings
- Vote stock and cash bonuses
- Issue additional shares
- Conduct public offerings or private placements.
Even if shareholders are consulted, the management group has
enough votes to insure that any action they might take would be
endorsed by a majority of the voting shares.
Depending on the nature of the transaction, Progolftournaments.com
stockholders may not have an opportunity to vote on whether to
approve it. As a result, management could enter into a transaction
in which an investor would not want to be involved as an
individual. In such a case, you could lose your entire investment
on a business decision that you did not have an opportunity to
evaluate and agree to.
Competitors could develop their own Internet - based golf games.
While Progolftournaments.com has no knowledge specifically, it is
possible that a competitor may already have a product that could
compete for the Internet golf dollar. It is possible that a
competitor may do things better than Progolftournaments.com. We
are aware that there are many organizations that have the
knowledge, technical support and financial strength to duplicate
what we are doing and possibly do it better, without intruding on
any copyrighted or proprietary material.
Some of our potential competitors for the Internet golf game are:
- pre-packaged computer golf games that may be either
purchased or rented
- other Internet golf games or online activities
Potential competition for our online store is:
- other online retail facilities
- retail stores
- sporting goods stores
- discount stores
None of the above potential competitors have an Internet game
based on actual golf tournaments and offering prizes.
We are aware of two online games that charge to play:
- Everquest; and
- Ultima III
Both of these games are fantasy shoot em up games. They charge
$10 to play and offer no prizes.
Competition is increasing daily and investors should consider this
when making an investment in Progolftournaments.com. The more
competitors that we have could result in not attracting enough
players to make us profitable and have a negative affect on the
price of our stock.
Progolftournaments.com may not have any exclusive intellectual
property.
The intellectual property of Progolftournaments.com is 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. We are not sure that we have any intellectual property to
protect!
We believe that we have an unique combination of technologies.
Whether the combination can be defended is doubtful. If a clear
violation happens Progolftournaments.com may not have the money to
defend its intellectual property in one or more countries. If we
do not have the funds to defend our product we could not continue
with our Internet golf game. This could result in
Progoftournaments.com losing money, being forced to cease
operations and a loss of your complete investment. Consider these
points carefully before you decide to invest.
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.
Progolftournaments.com will be heavily dependent upon the
directors skills, talents and abilities to implement its business
plan. It may, from time to time, find that this inability to
devote full time and attention to its affairs could result in
delay(s) in establishment of its business or even in failure of
the business. At the present time we have no full-time employees.
The officers and directors earn their livelihood elsewhere. 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 could put an unreasonable amount of strain on our cash
reserves. Because you will be dependent on the performance and
business judgement of management, should you decide to invest, you
should carefully and critically consider these three individuals
backgrounds. See Directors and Executive Officers.
We have no employment contracts or agreements with Directors and
Officers.
Progolftournaments.com depends on Howard Klein, Michael Levine and
Sandy Winick to continue to work to develop our game. At this
time we do not have an employment agreement with Mr. Klein, Mr.
Levine or Mr. Winick. We cannot be sure that they will continue to
manage our affairs in the future. If we should lose the services
of one or all of the officers and directors, or if one or more
should decide to join a competitor or otherwise compete with
Progolftournaments.com, this could have a negative affect on the
business and could cause the price of your stock to decline. Mr.
Klein, Mr. Levine and Mr. Winick would be difficult to replace.
Financial Risks
Progolftournaments.com has no operating history and financial
results are uncertain
An investor in Progolftournaments.com common stock must consider
the risks and difficulties frequently encountered by early stage
companies in new and rapidly evolving markets.
Progolftournaments.coms ability to achieve and then sustain
favorable operating results will depend on costs related to:
- identifying and developing cooperative marketing
- relationships with golf-related organizations;
- testing the Progolftournaments.com Internet golf game;
- identifying and marketing to prospective players;
- evaluation and expense of entering into a new business
opportunity;
- the expense of delays in introducing or making any
necessary adjustments and improvements to the
Progolftournaments.com online game;
and
- general economic conditions, as well as those specific to
the related industries.
As a result of our limited operating history it is difficult to
accurately forecast potential revenue. There is no 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. ( See Liquidity and Capital Resources)
Progolftournaments.com has not commenced operations or 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
marketing, sales, product development and general and
administrative expenses. As a result it will need to generate
revenues and/or raise additional funds to achieve profitability
and there can be no assurance that funds will be available.
If Progolftournaments.com does not become profitable, it may be
unable to maintain its presence on the Worldwide Web and its
Website. If Progolftournaments.com does achieve profitability it
cannot be certain that it will sustain or increase profits.
Because of its limited financial resources, Progolftournaments.com
will be unable to diversify its activities to provide additional
sources of revenue to offset losses should its business plan prove
to be impractical.
It is possible that a severe economic downturn could result in
diminishing activity. Golf equipment and clothing manufacturers
who could possibly cross promote could shrink their advertising
budgets and eliminate any cross promotion.
We depend on additional financing to properly implement our
Internet golf game and to provide working capital.
Progolftournaments.com has only $4,536 in cash as of June 30, 2000
and these funds are inadequate to fully implement its business
plan and to commence play. Progolftournaments.com will require
additional working capital to fund its business development. We
realize 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 leasing of premises.
Telephones, Internet access charges, Website maintenance and other
office costs will add to the need for additional capital.
Management estimates that it will require between $600,000 and one
million dollars of additional capital to supply the needed funding
over the next year until sales volume is high enough to support
ongoing operations.
We will have to accomplish the following:
10) conversion of the computer game for play on the Internet
11) have lease deposits and have six months lease payments in
reserve
12) purchase office equipment, furniture and supplies
13) purchase computer equipment and software
14) cover recruiting costs and have six months salaries in
reserve
15) create an advertising campaign and budget
16) maintain a travel budget
Additional financing may not be available, or if available, may be
on terms that will seriously dilute ownership interests of
investors.
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 stockholders 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 come with 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 acceptable terms. If not
available, the operations of Progolftournaments.com would have to
be terminated and we would be forced to close the business,
resulting in a complete loss of your investment.
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, could 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 current business plan.
Large stockholders of Progolftournaments.com could sell their
shares resulting in a change of control and/or direction.
Progolftournaments.com significant shareholders, namely the
President, Howard Klein, the Treasurer, Sandy Winick, Mary McGowan
and other large shareholders could sell their shares to an outside
party, resulting in a change in control of the Company and a
change in business direction. If this occurs, the remaining
holders of shares of Progolftournaments.com stock could be
affected adversely as a new control group could reverse-split the
stock, effectively eliminating the small shareholders.
The following is a list of large shareholders and the percentage
of the issued and outstanding shares that they own.
Name Number of Shares Percentage Owned
Howard Klein 901,000 09.14
Sandy Winick 1,475,000 14.96
Mary McGowan 2,700,000 27.38
Deep Water Investments Limited 475,000 04.82
H. Davidson Construction Inc 475,000 04.82
Magnum Holdings, Ltd. 476,000 04.82
Carolyn McGowan 400,300 04.06
Jennifer McGowan 400,368 04.06
Lynn Stewart 1,000,000 10.14
Ron Perlman 475,000 04.82
Charles Sciberras 476,000 04.82
Major shareholders as a group 9,253,668 93.84%
If you are considering investing in our stock you should be aware
that all shares in Progolftournaments.com other than those of Mr.
Winick and Mr. Klein are being registered and will be available
for sale pursuant to this prospectus.
The option given to Psygnosis Ltd. could result in depressed
prices for our stock or a shift of control.
We have given Psygnosis, Ltd., the developer of the computer golf
game a three-year option beginning June 26, 2000 to acquire
3,287,100 shares of common stock equal to 25% of the company, if
exercised. The terms of the option are:
- Total exercise price is one dollar.
- Option term is three years from April 26, 2000, the
effective date of the licensing agreement or for a period
of two years after an Initial Public Offering, whichever
comes first.
The exercise of this option and subsequent resale of the stock
could depress the market value, if any, and could result in
Psygnosis having control of the operations of
Progolftournaments.com.
Risks Related to the Securities Market
There is no liquidity for the common stock of
Progolftournaments.com.
There is presently no demand for the common stock of our company.
There is presently no public market in the shares. While we intend
to apply for a quotation on the NASD Bulletin Board quotation
service, we cannot guarantee that our application will be approved
and our stock listed and quoted for sale.
Progolftournaments.com common stock has no prior market and resale
of your shares may be difficult.
There is no public market for Progolftournaments.com common stock
and no assurance can be
given that a market will develop or that any shareholder will be
able to liquidate their investment without considerable delay, if
at all.
The trading market price of Progolftournaments.com 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 common stock may not develop or be
sustained. If selling stockholders sell all or substantial amounts
of their common stock in the public market (see Selling
Stockholders), the market price of our common stock could fall.
In addition, all 6,076,000 shares held by officers, directors and
affiliates, will be eligible for sale. They will be able to offer
a percentage of their shares every three months beginning
September, 2000, under Rule 144 of the Securities Act. Rule 144
states that officers, directors and others holding restricted
securities, such as those held by Mr. Klein, Mr. Winick, Ms.
McGowan and Ms Stewart, after an initial holding period on one
year after issue, may each sell in a broker transaction an amount
equal to 1% of the total issued and outstanding common stock every
three months.
Owing to the low price of our securities many brokerage firms may
not be willing to deal in the securities. Even if a purchaser
finds a broker willing to make a transaction in
Progolftournaments.com 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.
SEC rules on penny stocks could affect your ability to re-sell
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:
- institutions with assets exceeding $5,000,000
- 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 Companys
securities to buy or sell in any market that may develop.
Under Rule 15g(2) a broker/dealer wishing to transact a sale of a
penny stock must supply a document to the potential buyer that:
18) contains a description of the nature and level of risk;
19) Outlines the brokers or dealers duties to the purchaser and
of the rights and remedies available with respect to violations of
such duties and other requirements of Federal Securities law;
20) defines significant terms used in the disclosure document;
and
4) contains such other information in the proper form of
language, type size and format as the Commission might require.
Under Rule 15 (g)(3) a broker/dealer must:
21) reveal the bid and ask price of the securities in question
and reveal any other useful and reliable information concerning
the securities.
22) disclose the number of shares to which the bid and ask prices
apply and any other information available concerning the liquidity
of the securities.
23) Reveal the amount of compensation to be received in
connection with the transaction.
24) provide the client with penny stocks in their account with a
monthly statement showing the market value of the stock or stating
that a market value cannot be determined because firm quotes are
not available.
To Summarize:
- Progolftournaments.com stock is a penny stock.
- Some states will not allow you to sell to their citizens.
- Some broker/dealers will not handle transactions in penny
stocks.
- SEC rules make selling your stock a cumbersome procedure.
- Penny stock markets can be very volatile with large swings up
or down.
Investors may face significant restrictions on the resale of
Progolftournaments.com stock due to state and laws and regulations
Progolftournaments.com securities have not been registered for
resale under the blue sky laws of any state and 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 the
securities of Progolftournaments.com. Accordingly, investors
should consider the secondary market for Progolftournaments.com
securities to be a limited one. Investors may be unable to resell
their stock without the significant expense of state registration
or qualification.
USE OF PROCEEDS
This Prospectus is part of a Registration Statement that permits
selling shareholders to sell their shares 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 Stewart
(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 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 long as this Registration
Statement is effective at a price of $ 0.025 per share
DILUTION
This offering is for sales of stock by existing
Progolftournaments.com shareholders upon the effective date of
this prospectus or 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. The current net
tangible book value of the common stock is: $ 0.0053 per share.
Prospective investors should be aware, however, that the price of
Progolftournaments.com shares was determined arbitrarily by
management and selling shareholders and does not bear any
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 profits or losses.
SELLING SHAREHOLDERS
The following are the shareholders for whose accounts the shares
are being offered; the amount of securities owned by each
shareholder before this offering; the amount to be offered for the
account of each shareholder and the amount and percentage of the
company owned by each shareholder following completion of the
offering:
Name Position with Number No. of No. of Percent
Company of Shares Shares Shares Owned
Owned Offered After After
Offering(1) Offering
731149 Ontario Limited None 1,000 1,000 -0- -0-
Bernie Anderson None 2,680 2,680 -0- -0-
Robert Baron None 268 268 -0- -0-
Baroness Investments
Limited None 1,000 1,000 -0- -0-
Building Supplies
International None 200 200 -0- -0-
C.A.P.S Consulting None 200 200 -0- -0-
William Davies None 200 200 -0- -0-
Deep Water
Investment Inc. None 475000 475000 -0- -0-
Geoffrey Earle None 200 200 -0- -0-
Jan Francis None 500 500 -0- -0-
Mark Francis None 500 500 -0- -0-
Jeffrey Goldberg None 500 500 -0- -0-
Maggie Goldberg None 500 500 -0- -0-
Debbie Green None 475,200 475,200 -0- -0-
Robert Hashimoto None 200 200 -0- -0-
David Hume None 600 600 -0- -0-
H. Davidson
Construction Inc. None 475,000 475,000 -0- -0-
Marcia Klein None 200 200 -0- -0-
Myer Klein None 200 200 -0- -0-
Raymond Teaitch None 400 400 -0- -0-
Tilley Levine None 2,000 2,000 -0- -0-
Joy Lipson None 600 600 -0- -0-
Marcia Lipson None 600 600 -0- -0-
Magnum Holdings, Ltd. None 476,000 476,000 -0- -0-
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 McGowan None 400,300 400,300 -0- -0-
Jennifer McGowan None 400,368 400,368 -0- -0-
Lydia McGowan None 500 500 -0- -0-
Mary McGowan None 2,700,000 2700000 -0- -0-
Robert McGowan None 300 300 -0- -0-
Thomas McGowan None 500 500 -0- -0-
Elizabeth McLeod None 9,384 9,384 -0- -0-
Lynn Stewart None 1000000 1000000 -0- -0-
Monica Murad None 1,000 1,000 -0- -0-
Theodore Nemetz None 500 500 -0- -0-
Ron Pearlman None 475,000 475,000 -0- -0-
Resource Financial
Corporation None 200 200 -0- -0-
John Rosenthal None 600 600 -0- -0-
Brian Ross None 500 500 -0- -0-
Sheryl Ross None 500 500 -0- -0-
Sandringham Investments
Limited None 100,000 100,000 -0- -0-
Charles Sciberras None 476,000 476,000 -0- -0-
Doris Sciberras None 200 200 -0- -0-
Jeffrey Sciberras None 200 200 -0- -0-
Joseph Sciberras None 200 200 -0- -0-
Peter Scibarras None 200 200 -0- -0-
Derek Tennant None 1,200 1,200 -0- -0-
Kelly Ticknor None 600 600 -0- -0-
Cynthia Vella-Zarb None 200 200 -0- -0-
Pierre Vella-Zarb None 200 200 -0- -0-
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-
TOTALS 7485300 7485300 -0- -0-
(1) This table assumes that each shareholder will sell all of the
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.
While we believe that the selling shareholders are all individuals
and corporations that purchased their shares for investment
purposes and without a view to distribution of the Registrants
securities, they may be considered to be underwriters as that term
is defined in the Securities Act.
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 in the future. Selling shareholders may sell their
shares to the public when this Registration Statement becomes
effective, or they may elect to sell some or all of their shares
at a later date. The offering will remain open until *****, 2001.
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 whether or not Progolftournaments.com
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 common stock. Progolftournaments.com
intends to apply to have its shares traded on the OTC bulletin
board under the symbol PGLF.
None of the selling shareholders will act in a promotional fashion
or capacity during the six month effectiveness of this
Registration Statement. They will not attempt to induce or
recommend the purchase of the Registrants stock by potential
investors.
DESCRIPTION OF CAPITAL STOCK
The following description of Progolftournaments.com capital stock
does not purport to be complete and is subject to and qualified in
its entirety by Progolftournaments.com 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 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 are issued and outstanding.
Each holder of record 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 common stock.
Preferred shares may be issued in Series; the terms and conditions
of which are decided by Progolftournaments.com Board of Directors.
Our Bylaws allow the Board of Directors to set all the terms for
preferred shares. Preferred shares may or may not be entitled to a
dividend, may or may not have voting power and have preference
(after debt) on any of the assets of Progolftournaments.com in the
event of windup or dissolution.
The above conditions for issuance of preferred shares are
compatible with Sections 78.195 and 78.196 of Nevada Revised
Statutes.
Because the holders of shares of Progolftournaments.com common
stock do not have cumulative voting rights, the holders of more
than 50% of Progolftournaments.com outstanding common shares can
elect all of the directors if they so choose. In such event, the
holders of the remaining shares will not be able to elect any
directors.
The holders of shares of common stock are entitled to dividends
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,
common stock owners 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 common
stock are issued, the relative interests of existing shareholders
may be diluted.
You should not rely on forward-looking statements because nobody
knows what will happen in the future.
This Prospectus contains forward looking statements that involve
risks and uncertainties. The words anticipates, believes, plans,
expects, future, intends, will, would, could hopes and similar
expressions identify forward looking statements. Actual results
could differ materiallyfrom those anticipated in these forward
looking statements as a result of certain factors, including those
set forth under Risk Factors and elsewhere in this Prospectus.
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 started 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 Internet golf game itself. It was conceived and refined by
Sandy Winick, a Director and the Treasurer of
Progolftournaments.com. It 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 Progolftournaments.com.
Progolftournaments.com has purchased its name for use on the
Internet and has established its Website and online store. No
Internet tournaments can be played until the computer game is
successfully converted for Internet use. The
Progolftournaments.com home page is up on the Internet under
www.progolftournaments.com and is in the process of being refined.
Progolftournaments.com was formed to take advantage of the
popularity of both the Internet and the game of golf. The online
Internet golf game 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 and the game of golf all
over the world is wrapped up in one package in the
Progolftournaments.com online game.
The Game and how it is played.
A portion of the golfing public watches with interest the results
of the four major golf tours in the world and note the results of
the weekend tournaments. Every radio and TV station in the US and
Canada as well as daily newspapers give detailed reports on weekly
tournaments. Golf tournaments are carried live on most TV networks
such as CBS, NBC, ABC and FOX in the US; CBC, CTV and Global in
Canada. Cable sports channels such as ESPN and FOX SPORTS also
carry live tournaments. There are several magazines and cable
channels devoted entirely to the game of golf. There is coverage
on radio, TV, newspapers and magazines in Europe and Asia.
Progolftournaments.com has developed an online Internet golf game
and business plan that is designed to take advantage of this
interest in the game of golf and the growth of the Internet and
the Worldwide Web. The at-home computer players will have the
opportunity to play a computer golf game that resembles the
tournaments the professional golfers are playing on the same
weekend and play for cash prizes. Our online tournament game
resembles the Professional tournament in that the course will be
the exact same course that the professionals play, only digitized
and converted to an electronic format for play on the Internet.
The business plan calls for one-half of each entry fee to 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. Each entry in the online tournament will
cost $10.00. For a person to enter a Progolftournaments.com
tournament, that person will log on to our Internet site, register
to play and pay through the use of a credit card. Once they have
finished this process they are then eligible to play the
tournament. 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 on their 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
professionals, one round each day. The difference in our game is
that each round can be played any time during that twenty-four
hour period. The computer players will have the same decisions to
make as their professional counterparts: distance to the green,
what club to use. There will be no elimination of players in the
computer tournaments, thereby giving every participant an
opportunity to get into the prize 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 the seventy
best scores after the second round. Those who do not make the
top seventy are cut from the ability to play the final two rounds
and earn a share of the prize money. This is referred to as the
cut. Having no cut in the online tournament will result in more
activity in the final rounds.
At the end of play each Sunday the 100 players with the lowest
scores 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 a game
resembling some of the most prestigious tournaments such as the
British Open or the Masters. In fact, anybody will have the
opportunity to play an Internet game resembling any tournament
held on the four major tours: PGA, LPGA, Senior PGA and the
European tour. There is a possibility that some jurisdictions in
the world may prohibit its citizens from participating in the
online tournaments. This prohibition could be for economic or
political reasons. Some countries may have a problem with their
citizens playing a US based game, golf, that in some minds is an
elitist pastime or the prohibition could stem from currency
restrictions. Others might prohibit receiving a prize or prizes,
if one or more were won. This, again, could be for political or
religious reasons. If either of these situations should arise our
business plan might not be fully implemented.
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 21or older. There is no certain way
that we can confirm a persons age over the Internet. We will ask
the question on the registration form to limit any potential
liability.
Management has made extensive inquiries and can find no
prohibition for the offering of prizes on Internet games. Our
game is keyed to individual skill in playing the game of golf.
Both professional and amateur golf tournaments regularly give
prizes to winners.
All participants will be playing on a level playing field with no
handicaps or other aids to improve a score. No computer golfer
will have an advantage over another other than individual skill
and ability
Joint promotions are planned with some cable TV networks, the
major tours, golf publications and the manufacturers of golfing
equipment, however no contracts have been entered into.
Preliminary conversations have taken place with many of these
enterprises. In every case, commitment has been deferred until
after the Internet game is in place and the whole online package
can be assessed. Should all of those concerns decide not to cross-
promote, Progolftournaments.com would be forced to pay for most or
all of its promotion itself. This would result in a pressing need
for new capital injections, which may or not be available on terms
acceptable to Progolftournaments.com.
Management has investigated the cost of advertising and promotion
in North America. In the event no cross-promotion is available
they estimate this could cost up to $5,000,000.
Our game will be available anywhere that there is Internet
service. We could have players from every continent and every
country in the world. The only hindrance would be being unable to
access the Internet and lack of an acceptable credit card.
Progolftournaments.coms website was developed by a design firm
that specializes in designing and developing websites. Our
website has various links with other golf and non-golf websites.
As we add other companies to help in the cross promotion we will
be adding their banners to our link page of our website and in
return, they will add our banner to their website. This will
enable visitors to their website to quickly and easily link back
to our website. This is the concept of cross promotion between
websites.
INDUSTRY CONDITIONS, TECHNOLOGY AND COMPETITION
Progolftournaments.com does not yet know whether adapting computer
golf to the major golf tournaments will be a feasible moneymaking
venture. We are not aware of any other concern offering the same
type of game. Each tour has a weekly tournament. Each week our
golf course layouts and photo graphics will change. For a
complete explanation, see: The Game and how it is played.
Our technology and exposure to potential competition
Progolftournaments.com will not be developing any new technology
but will be utilizing existing technology that is readily
available on the market. The process of combining the computer
golf game with the various professional tour events that are held
on a weekly basis throughout the year, with the ability to accept
payment to play these tournaments over the Internet and monitor
every participants scores can be duplicated. All a potential
competitor would require is the resources and the time. All
professional golf tours publish their annual list of scheduled
events well in advance.
We have what we believe is the best computer golf game available.
We have licensed it from Psygnosis, Ltd. We are in the process
of making arrangements for the conversion of the computer golf
game to an Internet golf game with a software development company,
but as yet we have not contracted this process out to anyone.
This should be done by September 1, 2000. The estimated cost of
development of the software is approximately $150,000. There are
several hosting companies in North America that are capable of
handling the necessary requirements of an Internet based game. We
have not yet contracted with any company to host our game for us
but we expect to select one by September 30, 2000.
The software development company that we hope to contract to do
the conversion of the computer game to the Internet game will also
incorporate the score keeping function into the software package.
Credit card processing software is readily available and
adaptable. There are several third party credit card processing
services available should we decide to use one of their services.
We have made no decision as to which, if any, we will use.
We require two third party service providers for our business, one
for hosting our web site and the other for the processing of
credit card transactions. There are many companies in existence
in North America providing each of these services. Should we have
any problems we believe it would not be difficult to move to
another supplier very quickly. We would suffer some short-term
losses but would continue to be in business. These software
packages and/or service providers are also available to a
potential competitor.
The steps that are required for the game to be operational are as
follows:
25) Finalize contract to convert computer game to Internet game.
26) Contract with Credit Card processing company to process entry
fee payments.
27) Contract with an Internet service provider to host the game
for us.
Once these steps have been taken we should be ready to launch our
first tournament and accept entry fees.
The intellectual property of Progolftournaments.com was developed
by Psygnosis Ltd. who licensed it to us. Our license is an
exclusive agreement. We are the only company that is entitled to
use their technology on the Internet. We have employed outside
website designers to develop the existing website that we have
available on the Internet. We have not begun the process to
covert the PC game to and Internet based golf game. Psygnosis
employed a golf game development company in London, England to
develop the game originally. We have contacted that company and
several others and are in discussions with all of them about
converting the game for play on the Internet and for new courses
in the future. We anticipate that the game will be ready for play
in late November or early December, 2000. Our time frame is to
launch the game January 1, 2001. We will be launching one tour at
a time.
There are existing PC golf games in the marketplace that are
available today besides the Psygnosis game. The same processes
employed by our company to come to market are available to any
other company that wishes to do so.
Our start up activities to date:
- Our website is developed and up.
- We have completed our license agreement with Psygnosis Ltd.
for their golf game to be converted to use on the Internet.
- We have contacted and had conversations with several
golfing and non-golfing companies to cross-promote our
game.
- We have contacted several software developers regarding the
conversion of the game for play on the Internet.
- We have talked to Credit Card processors but have not
chosen one.
- We have talked with some Internet service providers and
plan to select one as soon as we have finished evaluating
their service and costs.
- We have made contact with the major golf organizations; the
PGA, LPGA, Senior PGA and the European PGA and begun the
dialogue to gain their cooperation.
- We have had discussions with several golf magazines, cable
channels and equipment manufacturers and are optimistic
about their cooperating with us.
- We have contacted several private sources of capital but as
yet have no commitments.
- We have a working relationship with a golf fulfillment
company. It will pay us a percentage on any purchases made
from our online golf store.
While the above list includes a variety of issues that must be
dealt with before our online golf tournaments can be commenced, we
have solidified two situations that are key assets, along with the
basic idea for the game and business plan. They are:
- The development of our website at a cost of $4,395
- The executing of our contract with Psygnosis Ltd. for their
computer golf game Pro 18 World Tour Golf. We have paid one-half
of the advance royalties due under the terms of the contract in
the amount of $5,000 plus the expenses associated with acquiring
the contract of $3,200.
All other expenditures are associated with ongoing discussions and
negotiations with other service providers along with normal office
expenses.
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 until shortly before we are ready to begin
play. 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 Commissions public reference rooms
at 450 Fifth Street, NW, Washington, D.C.; 7 World Trade Center,
Suite 1300, New York, NY; and Suite 1400, Citicorp Center, 500
West Madison Street, Chicago, IL. Please call the Commission at 1
-800-SEC-0330 for further information about the public reference
rooms. Progolftournaments.com filings with the Commission are also
available to the public from the Commissions 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. The address is
3266 Yonge Street, Suite 1208, Toronto, Ontario M4N 3P6 Canada,
and the phone number is (416) 962-4508. When the conversion of the
computer game for Internet play is near, adequate office space
will be acquired and equipped to begin tournament play. At this
time we do not own any communication or computer equipment.
Our website is being hosted on a temporary basis by the company
that developed it. Shortly before we begin tournament play we
will move to a hosting company with the capacity to handle a very
large response.
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 officers and directors know
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 securities. Progolftournaments.com has an
outstanding purchase option for 3,287,100 shares (25% of the
company) Progolftournaments.com has no other securities
convertible into its common equity. There is no common equity that
could be sold pursuant to Rule 144 under the Securities Act.
Except for this offering, there is no common equity that is being,
or has been proposed to be, publicly offered.
As of June 30, 2000, 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, 7,485,300
of Progolftournaments.com outstanding shares will be eligible for
resale.
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 future earnings, if any, its
financial condition, and other factors as deemed relevant by the
Board of Directors.
INDEX TO FINANCIAL STATEMENTS
Progoltournaments.com
(A Development Stage Company)
Sept. 30, 1999 June 30, 2000
Audited Unaudited
Report of Certified Public Accountant 1
Consolidated Balance sheet 2 2
Consolidated Statement of Operations 3 3
Consolidated Statement of Stockholders
Equity 4
Consolidated Statement of Cash Flows 5 4
Notes to Financial Statements 6 & 7
PROGOLFTOURNAMENTS.COM
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(STATED IN UNITED STATES DOLLARS)
FOR THE NINE MONTH PERIOD ENDED JUNE 30, 2000
PROGOLFTOURNAMENTS.COM
UNAUDITED CONSOLIDATED BALANCE SHEET
AS AT JUNE 30, 2000
ASSETS
Current
Cash $ 6,952
Accounts receivable 69
Loan receivable 65,000
Other assets 3,325
Incorporation cost, net of amortization 1,042
$ 76,388
LIABILITIES AND SHAREHOLDERS EQUITY
Current
Accounts payable $ 260
Note payable 24,251
24,511
Common shares
(Authorized, 50,000,000 shares par value $ .001
Outstanding, 9,861,300 shares 9,861
Additional paid-in capital 85,080
Deficit (43,064)
Total shareholders equity 51,877
$ 76,388
See accompanying notes to Financial Statements
PROGOLFTOURNAMENTS.COM
UNAUDITED CONSOLIDATED STATEMENT OF DEFICIT
FOR THE SEVEN MONTH PERIOD ENDED JUNE 30, 2000
Deficit, beginning of period $ 11,155
Dividends paid 0
11,155
Net income (Loss) (31,909)
Retained earnings (Deficit), end of period $ (43,064)
See accompanying notes to Financial Statements
PROGOLFTOURNAMENTS.COM
UNAUDITED CONSOLIDATED STATEMENT OF LOSS
FOR THE SEVEN MONTH PERIOD ENDED JUNE 30, 2000
Revenue
Interest income
$ 1,950
Other income 100
2,050
Expenses
Web design $ 4,395
Internet promotion 21,766
Promotion 1,207
Travel 4,615
Rent 339
Office supplies & expenses 1,003
Legal fees 0
Accounting fees 0
Other operating expenses 476
Bank charges 158
33,959
Loss before United States income tax (31,909)
U.S. Federal income tax 0
Net Income (Loss) $ (31,909)
See accompanying notes to Financial Statements
PROGOLFTOURNAMENTS.COM
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
Significant accounting policies
17) Basis of Financial Statements
These Financial Statements reflect the assets and
liabilities of PROGOLFTOURNAMENTS.COM, a Nevada Corporation,
and its wholly owned subsidiary, PROGOLFTOURNAMENTS.COM INC.,
an Ontario corporation, incorporated September 3, 1999 and
September 29, 1999, respectively.
These Financial Statements are prepared on a consolidated
basis. The accounts of the subsidiary company are reflected
in these Financial Statements.
18) All amounts are in United States Dollars, except where noted.
2. Statement of Changes in Financial Position
A statement of changes in financial position has not been
presented as it is felt that it would not be of significant benefit
to the readers of the Financial Statements at this time.
PROGOLF TOURNAMENTS.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
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant..................... 1
Consolidated Balance Sheet, September 30, 1999 ........... 2
Consolidated Statement of
Operations, for the period September
3, 1999 through September 30, 1999 ....................... 3
Consolidated Statement of Stockholders=
Equity (Deficit), from September
3, 1999 through September 30, 1999 ....................... 4
Consolidated Statement of Cash Flows,
For the period from September
3, 1999 through September 30, 1999 ..................... 5
Notes to Financial Statements..................... 6-7
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780S. Belaire Suite 500
Denver, Colorado 80222
(303) 220-0227
REPORT OF INDEPENDENT AUDITOR
Board of Directors
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
3266 Yonge Street, #1203
Toronto, ON M4N 3P6 Canada
Sirs:
I have audited the accompanying Balance Sheet of
Progolftournaments.com (A Development Stage Enterprise) as of
September 30, 1999 and the Statements of Operations, Stockholders
Equity, and Cash Flows for the period September 3, 1999
(Inception) through September 30, 1999. These financial
statements are the responsibility of the Companys management. My
responsibility is to express an opinion on these financial
statements based on my audits.
My examination was made in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audits to obtain reasonable assurance as to whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that our
audit provides a reasonable basis for our opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Progolftournaments.com as of September 30, 1999, and the results
of its 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.
Janet Loss, C.P.A., P.C.
July 20, 2000
PROGOLF TOURNAMENTS.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.
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF OPERATIONS
For the period from September 3, 1999 (Inception)
Through September 30, 1999
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
The accompanying notes are an integral part of the financial
statements.
PROGOLF TOURNAMENTS.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>
Common (Deficit)
Stock Common Additional Accumulated Total
Number Stock Paid-in During Stockholders
of Amount Capital the Equity
Shares Development
Stage
<S> <C> <C> <C> <C> <C>
Balance
September
3, 1999 0 0 0 0 0
Shares
Issued for
Cash, 8861300 8861 85080 0 93941
September
30, 1999
Shares
Issued for
Services 1000000
Sept. 30, 1,000 0 0 1,000
1999
Net Loss
for the
Period
ended Sept 0 0 0 (11,155) (11,155)
30, 1999
Balances
September
30, 1999 9861300 9,961 85080 (11155) 83786
</TABLE>
The accompanying notes are an integral part of these financial statements
PROGOLF TOURNAMENTS.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.
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE I ORGANIZATION AND HISTORY
The Company is a Nevada corporation and the Company has been in
the development stage since its formation on September 3, 1999.
The wholly owned subsidiary, PROGOLF TOURNAMENTS.COM, INC. is an
Ontario-Canada Corporation incorporated September 29, 1999.
The Companys 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
Development Stage Activities
The Company 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.
These Financial statements are prepared on a consolidated basis.
The accounts of the subsidiary company are reflected in these
Financial statements. All material inter-company accounts and
transactions have been eliminated.
Accounting Method
The Company records income and expenses on the accrual method.
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 the Company 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
The Company adopted a fiscal year end of September 30th.
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
September 3, 1999, (inception) to September 30, 1999 and the
balance sheet data as at September 30, 1999 are derived from
Progolftournaments.com audited financial statements; and
The Statement of Operations data for the interim period October 1,
1999 to June 30, 2000
And the balance sheet data as at June 30, 2000 are derived from
Progolftournaments.com unaudited statements prepared by
management and included elsewhere in this Prospectus.
The historical results are not necessarily indicative of results
to be expected for any future period.
Unaudited
Oct.1, 1999 Inception to
June 30, 2000 Sept. 30, 1999
Statement of operations data:
Net sales $ 00.00 $ 00.00
Loss from continuing operations 49,673 11155
Loss per share from continuing operations
$ Nil $ Nil
Balance sheet data:
Total Assets $75,972 $84,046
Progolftournaments.com is in its early developmental and
promotional stages. To date, Progolftournaments.com 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
The following discussion and analysis should be read in
conjunction with our financial statements dated September 30, 1999
(audited) and June 30, 2000 (unaudited).
Results of Operations
During the period from September 3, 1999, (inception) through June
30, 2000, we have accomplished the following:
- organizational activities and preparation for registration
of its securities under the Securities Act of 1933.
Progolftournaments.com received no revenues during this
period.
- have signed a contract with the software developer,
Psygnosis, Ltd. of Liverpool, Great Britain, a subsidiary
of SONY Europe, for the adaptation of its home computer
game Pro 18 World Tour Golf. Psygnosis will receive $1.25
from each ten-dollar entry fee and 12 1/2% of gross
advertising revenues.
Psygnosis, Ltd. has also agreed to accept a royalty advance
of $10,000 and an option on 3,287,100 shares of
Progolftournaments.com common stock. We have paid the
first $5,000 and the balance of $5,000 is due and payable
thirty days prior to the date that the Internet version of
the golf game is available to play. We estimate that date
to be January 1, 2001. The $10,000 advance royalty plus
another $100,000 will be deducted from royalty payments due
Psygnosis Ltd. This forgiveness of the first $110,000 of
royalties by Psygnosis Ltd. could be considered their
contribution toward converting the game for Internet play.
- entered into discussions to acquire credit card processing.
We are negotiating with several credit card processing
companies. These companies charge a fee for each credit
card transaction processed. We have not selected one of
these companies as yet.
- Established our online virtual store.
Progolftournaments.com has entered into an arrangement with
V-store to act as a sales agent for that concern. We
receive a 15% commission on all sales. V-Store supplies
the inventory, handles the shipping and all returns and
customer complaints. Purchases are paid by credit card and
processed by V-Store.
Progolftournaments.com expects to introduce the online game one
tour at a time. November 1, 2000 is the target date to have the
first Internet golf game fully operational. We have not entered
into any agreement for the development of the necessary software
to convert the computer golf game to the Internet golf game but we
expect to have a contract in place to do this in the near future.
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.
During the period from October 1, 1999 to June 30, 2000
Progolftournaments.com has increased its losses by $38,518. The
operating deficit increased from $11,155 to $49,653. Shareholders
equity dropped from $83,706 to $34,113. Both the September, 30,
1999 audited financial statements and the June 30, 2000 interim
statements are included in this Registration Statement.
The following is a list of our expenses to date:
Advance royalties to Psygnosis Ltd. $ 5,000
Website design 11,881
Internet promotion 21,766
Promotion 2,626
Travel 5,615
Rent 1,353
Office supplies, etc. 1,003
Telephone 566
Public Relations 500
Printing 921
Other operating expenses 312
Bank Charges 183
Total Expenditures to date $ 51,726
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, our
balance sheet as of September 30, 1999 reflects total assets of $
84,046 in the form of cash,
subscriptions receivable and capitalized organizational costs.
Our unaudited balance sheet as of June 30, 2000 reflects total
assets of $75,972.
The following is managements estimate of costs that will be
incurred to set up facilities and be ready to commence tournament
play by January 1, 2001:
1) conversion of computer game to Internet game $150,000
2) lease deposits and six months office lease payments 37,500
3) office furniture, equipment and supplies 55,000
4) computer equipment and software 75,000
5) recruiting costs and six months salaries and benefits 104,000
6) advertising 100,000
7) travel and expense 35,000
8) contingencies 50,000
9) working capital 300,000
Total estimated expenses $906,500
Progolftournaments.com has no revenues and will not have any have
any revenues until the game is on the Internet and available to
play. The anticipated expenses of $906,500 will contribute that
same amount to the losses of the Company.
Management is currently looking for the capital to complete our
business plan. Negotiations and exploration are continuing. We
have received no commitments as yet.
Progolftournaments.com expects to carry out its plan of business
as discussed above. In addition, we 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 that entity. 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. We cannot assure you that any
additional funds will be available on acceptable terms or at all.
Progolftournaments.com has no commitments for capital expenditures
other than the costs to convert the Pygnosis computer game for use
on the Internet.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Janet Loss, C.P.A., P.C. has served as Progolftournaments.com
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 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 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. He 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 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 that
companys 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 1991 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 online
Internet golf game.
The directors named above will serve until the first annual
meeting of Progolftournaments.com 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 directors and
officers 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 directors and officers 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 affairs on an as needed
basis. As a result, the actual amount of time, which they will
devote to Progolftournaments.com 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 Directors and
Officers 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. The
Company does not have a policy established for non-cash
remuneration or reimbursement for Directors and Officers.
Progolftournaments.com has no employment contract or
compensatory plan or arrangement with any executive officer.
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 June 30, 2000,
Progolftournaments.com 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 the
Companys common stock and the shareholdings of all executive
officers as a group.
Class Name and Address Shares Owned Percentage
of Class
Common Howard I. Klein 901,000 9.14
6844 Johnson Wagon Crescent
Mississauga, ON L5W 1B1
Common Michael R. Levine -0- -0-
63 St. Clair Avenue, West
Suite 1704
Toronto, ON M4V 2Y9
Common Sandy Winick** 1,475,000 14.96
6021 Yonge Street
Suite 212
Toronto, ON M2M 3W2
Common Mary McGowan* 2,700,000 27.38
1839 Walkers Point Road
Gravenhurst, ON P1P 1R3
Common Lynn Stewart 1,000,000 10.14
RR #2
Mount Forrest, ON N0G 2L2
All Officers and Directors as a group 2,376,000 24.10
* Mary McGowan is a close associate of Mr. Levine. Ms McGowan
has her own independent means and both deny any beneficial
ownership of her shares by Mr. Levine.
** Includes 475,000 shares owned by Jodi Winick, wife of Sandy
Winick and which may be considered to be beneficially owned.
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 the outstanding shares or any member of
their immediate family has entered into or has proposed any
transaction in which the amount involved exceeds $10,000.00.
Mr. Levine and Mr. Winick are both involved in Danbury
Financial Corp., a company having no direct or indirect
affiliation with Progolftournaments.com.
Mr. Winick could be considered a promoter of
Progolftournaments.com. He exchanged the business concept of
the Internet golf tournaments and an initial business plan for
1,000,000 shares of common stock at a deemed price of $1,000
or $0.001 per share. Mr. Winicks costs are difficult to
determine. Time spent developing the idea and the business
plan at any reasonable rate would exceed the deemed price. If
Progolftournaments.com succeeds in implementing its business
plan, it is not inconceivable that one or all of the above-
mentioned individuals could become its full-time employees
and executives.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The Bylaws of Progolftournaments.com provide that the Company
will, absence a finding of negligence or misconduct in the
performance of duty, 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors officers
or persons controlling Progolftournaments.com and pursuant to
the forgoing provisions, we have been informed 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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 agents and registrars 500
fees and expenses
Miscellaneous 965
Total $ 17,000
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. The Companys
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.
Recent Sales of Unregistered Securities.
Set forth below is information regarding the issuance and
sales of The Companys 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.
(1) 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
(c) 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. The
Companys 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.
Exhibits.
Page
Name Number
Exhibit
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
* Previously submitted
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.
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
registrants 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 July 24, 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: 07/24/00
Howard I. Klein
s/s Michael R. Levine Vice President and Director
Date: 07/24/00
Michael R. Levine
s/s Sandy Winick Treasurer and Director
Date:07/24/00
Sandy Winick
EXHIBIT 5.1
OPINION AS TO LEGALITY
OGDEN, MURPHY, WALLACE P.L.L.C.
2100 WESTLAKE CENTER TOWER
1601 Fifth AVENUE
SEATTLE, Washington 98101
(206) 447-7000
July 21, 2000
Progolftournaments.com
3266 Yonge Street, #1203
Toronto, ON M4N 3P6
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 (theAct), relating to the public offering
(the Offering) of up to 2,500,000 shares (the Shares) of the
Companys common stock, $.001 par value (the ACommon 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 Companys Articles of Incorporation; (c) the
Companys Bylaws; (d) certain records of the Companys 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 under Section 4(2) of the Act; are
fully paid and non-assessable.
We hereby consent to the use of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
OGDEN, MURPHY, WALLACE
James L. Vandeberg
VEO:lmt
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITOR
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire
Suite 500
Denver, CO 80222
The Board of Directors
Progolftournaments.com
63 St. Clair Avenue, West
Suite 1704
Toronto, Ontario M4V 2Y9
Canada
Dear Sirs:
This letter will authorize you to include the Audit of your
company dated September 30, 1999 and the Audit Report dated
July 20, 2000 in the Registration Statement currently under
review with the Securities and Exchange Commission.
Yours Truly,
/S/ Janet Loss, C.P.A., P.C.
Janet Loss, C.P.A., P.C.
June 30, 2000
