REGISTRATION NO. ____-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment Number 1
to
Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PROGOLFTOURNAMENTS.COM
(Exact name of registrant as specified in its
charter)
Nevada
0273 98-0215222
(State or other jurisdiction of (Primary
Standard
Industrial (IRS Employer
incorporation or organization) Classification
Code Identification No.)
Number)
3266 Yonge Street, Suite 1208
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
(Address, including zip code, and telephone
number, including area code,
of registrants principal executive offices)
Agent for Service:
With a Copy to:
Michael Levine, Vice-President
Progolftournaments.com
Vandeberg Johnson & Gandara
63 St. Clair Avenue, West, Suite 1704
600 University Street, Suite 2424
Toronto, Ontario M4V 2Y9 CANADA
Seattle, Washington 98101
(416) 962-4508
(206) 386-8080
(Name, address, including zip code, and
telephone number, including area code, of agent
for service)
Approximate date of commencement of proposed
sale to the public:
As soon as practicable after the effective date
of this Registration Statement.
If any of the securities being registered
on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the
Securities Act, check the following box. [x]
If this Form is filed to register
additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act
registration statement number of the earlier
effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the
Securities Act, check the following box and
list the Securities Act registration statement
number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the
Securities Act, check the following box and
list the Securities Act registration statement
number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected
to be made pursuant to Rule 434, check the
following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C>
<C>
Title of Proposed Proposed
each Amount Maximum maximum
Amount of
class of to be offering aggregate
Registra
securities registered price offering
tion
to per unit price
Fee
be
registered
Common 7485300 0.0085 63625.05
17.82
per
stock shares share
</TABLE>
No exchange or over-the-counter market
exists for Progolftournaments.com's common
stock. The average price paid for
Progolftournaments.com's common stock was
$.0085 per share. Progolftournaments.com
believes this supports a bona fide estimate of
$0.0085 per share as the maximum offering price
solely for the purpose of calculating the
amount of the registration fee pursuant to Rule
457(c) under the Securities Act of 1933.
This prospectus is part of a registration
statement that permits selling shareholders to
sell their shares on a continuous or delayed
basis in the future. Selling shareholders will
sell their shares "at market" should a market
develop in the future.
The registrant hereby amends this registration
statement on such date or dates as may be
necessary to delay its effective date until the
registrant shall file a further amendment which
specifically states that this registration
statement shall thereafter become effective in
accordance with section 8(a) of the Securities
Act of 1933 or until the registration statement
shall become effective on such date as the
Securities and Exchange Commission, acting
pursuant to such section 8(a), may determine.
WE WILL AMEND AND COMPLETE THE INFORMATION IN
THIS PROSPECTUS. ALTHOUGH WE ARE PERMITTED BY
US FEDERAL SECURITIES LAW TO OFFER THESE
SECURITIES USING THIS PROSPECTUS, WE MAY NOT
SELL THEM OR ACCEPT YOUR OFFER TO BUY THEM
UNTIL THE DOCUMENTATION FILED WITH THE SEC
RELATING TO THESE SECURITIES HAS BEEN DECLARED
EFFECTIVE BY THE SEC. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES OR OUR
SOLICITATION OF YOUR OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THAT WOULD
NOT BE PERMITTED OR LEGAL.
SUBJECT TO COMPLETION
Prospectus
____________, 2000
Progolftournaments.com
3266 Yonge Street, Suite 1203
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
7,485,300 Shares of Common Stock
to be sold by current shareholders
This is the initial public offering of common
stock of Progolftournaments.com, and no public
market currently exists for shares of
Progolftournaments.com's common stock. None of
the proceeds from the sale of stock in this
offering will be available to
Progolftournaments.com. This prospectus is
part of a registration statement that permits
selling shareholders to sell their shares on a
continuous or delayed basis in the future. The
most recent sale of Progolftournaments.com's
common stock in October, 1999 at a price of
$0.001 per share.
This is not an underwritten offering, and
Progolftournaments.com's stock is not listed on
any national securities exchange or the NASDQ
Stock Market.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE RISK FACTORS BEGINNING ON PAGE 1.
Neither the SEC nor any state securities
commission has approved or disapproved of these
securities or passed upon the adequacy or
accuracy of this prospectus. Nor have they
made, nor will they make, any determination as
to whether anyone should buy these securities.
Any representation to the contrary is a
criminal offense.
You should rely only on the information
contained in this document.
Progolftournaments.com has not authorized
anyone to provide you with information that is
different. This document may only be used where
it is legal to sell these securities. The
information in this document may only be
accurate on the date of this document.
TABLE OF CONTENTS
Risk Factors
1
Use of Proceeds
5
Determination of Offering Price
6
Dilution
6
Selling Shareholders
6
Plan of Distribution
6
Description of Capital Stock
7
Interests of Named Experts and Counsel
7
Description of Business
7
Description of Property
9
Legal Proceedings
9
Market Price of and Dividends on Capital Stock
and Related Stockholder Matters
9
Selected Financial Data
9
Managements Discussion and Analysis of
Financial Condition and Results of Operations
10
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
11
Directors and Executive Officers
11
Executive Compensation
12
Security Ownership of Certain Beneficial Owners
and Management 12
Certain Relationships and Related Transactions
13
Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities
13
Index to Financial Statements
14
DESCRIPTION OF BUSINESS
Progolftournaments.com was incorporated under
the laws of the State of Nevada on September 3,
1999, and is in its early developmental and
promotional stages. To date,
Progolftournaments.com's only activities have
been organizational, directed at acquiring its
principal asset, raising its initial capital
and developing its business plan.
Progolftournaments.com has not commenced
commercial operations or received any revenue.
Progolftournaments.com has no full time
employees and owns no real estate.
Progolftournaments.com was formed to take
advantage of the growing popularity of both the
Internet and the game of golf itself. The
concept combines the skills necessary to play
golf, the use of a computer and the thrill of
playing for substantial cash prizes.
Progolftournaments.com believes that it has
sufficient capital from its initial stock
subscriptions to set up its web page and
prepare to conduct weekly tournaments.
Management anticipates this process will be
completed by June 30, 2000. At that time it is
anticipated that some staff will be required
and that additional funding may be required.
Progolftournaments.com believes that these
funds will provide an advertising budget to be
used outside of its projected cooperation with
various segments of the golfing industry
(magazines, cable channels, and equipment
manufacturers). Staff requirements will be
dictated by the rate of growth of the business
once tournaments are commenced.
Progolftournaments.com has already established
its Website and is making final arrangements to
be ready to commence business by May 1, 2000.
RISK FACTORS
You should carefully consider the following
risk factors and all other information
contained in this prospectus before purchasing
the common stock of Progolftournaments.com.
Investing in Progolftournaments.com common
stock involves a high degree of risk. Any of
the following risks could adversely affect
Progolftournaments.com's business, financial
condition and results of operations and could
result in a complete loss of your investment.
The risks and uncertainties described below are
not the only ones Progolftournaments.com may
face. Additional risks and uncertainties not
presently known may also impair
Progolftournaments.com's business operations.
You should not rely on forward-looking
statements because they are inherently
uncertain
You should not rely on forward-looking
statements in this prospectus. This prospectus
contains forward-looking statements that
involve risks and uncertainties. We use words
such as anticipates, believes, plans,
expects, future, intends and similar
expressions to identify these forward-looking
statements. This prospectus also contains
forward-looking statements attributed to
certain third parties relating to their
estimates regarding the potential uses of
Progolftournaments.com's product and markets
for it. Prospective investors should not place
undue reliance on these forward-looking
statements, which apply only as of the date of
this prospectus. Progolftournaments.com's
actual results could differ materially from
those anticipated in these forward-looking
statements for many reasons, including the
risks faced by Progolftournaments.com described
in Risk Factors and elsewhere in this
prospectus.
.
Risks related to Progolftournaments.com's
business
Progolftournaments.com's success is dependent
on a number of factors that should be
considered by prospective investors.
Progolftournaments.com has only recently
developed its business concept and business
plan. It is a relatively young company and has
no history of earnings or profit and there is
no assurance that it will operate profitably in
the future. As such, there is no assurance
that Progolftournaments.com will provide a
return on investment in the future.
Attracting Internet - using golfers may not be
feasible
Progolftournaments.com was formed in September
of 1999 for the purpose of exploiting a new
technology into a practical and viable business
utilizing the WorldWide Web. While
Progolftournaments.com was originated to take
advantage of the growing popularity of both the
Internet and the game of Golf, there can be no
assurance that the golfing aspect of the
Progolftournaments.com business will appeal to
Internet users or that the Internet aspect will
appeal to golfers.
Nature of Progolftournaments.com tournaments
may deter participation
The concept of Progolftournaments.com and it
business plan is to market participation in
golf tournaments played on the Internet. The
unique feature is that participants will play
the same tournament on their computer on the
same golf course(s) as the professional golfers
are playing that weekend. Each computer golfer
will play one round on Thursday, one on Friday,
one on Saturday and the final round will be
played on Sunday. Although the computer
tournament differs slightly with the Pro event
(more than one round can be played each day,
provided each is purchased separately and there
will be no cut) it may well be that home
players cannot be available each of the four
days of the Pro tournament to play on their PC.
This could result in a severe limitation of
computer players and a severe limitation on
Progolftournaments.com's profit potential.
Progolftournaments.com cooperation with major
golf organizations may not attract players.
Progolftournaments.com's plans to associate
itself with the four major professional tours,
the PGA, the LPGA, Senior PGA and the European
PGA. One or more of these organization's
tournaments may have very limited appeal to
computer players. As an example, players in
Europe may have limited interest in one or more
of the North American based tourneys and North
American computer players may have limited
interest in European events. Special
international events such as the Ryder Cup,
etc. may interfere with the play in the
tournaments that weekend.
No guarantee of profitability.
There can be no guarantee that
Progolftournaments.com ever will be profitable.
If Progolftournaments.com does become
profitable, however, one or more of the
organizations that have indicated a willingness
to cooperate in promoting the computer game (TV
networks, Golf channels and golfing
publications) may ask for, and
Progolftournaments.com be forced to give, a
share of the revenues. Should this happen,
Progolftournaments.com may be forced to give up
a large share or all of the profits, thereby
making the whole concept non-profitable. As an
example, Progolftournaments.com expects to
enter into a revenue sharing agreement with
Psygnosis, Ltd., the developer of the home
computer golf game that is being modified for
use on the WorldWide Web. The exact percentage
committed to this first revenue-sharing
agreement has not yet been determined.
Progolftournaments.com may undertake investment
risks shareholders might not otherwise accept
Because Progolftournaments.com has a limited
time to develop a highly speculative and
unproven technology or combination of
technologies, management will spend a
significant portion of the time it devotes to
Progolftournaments.com evaluating other
business opportunities that may be available.
These opportunities may be related to
Progolftournaments.com's concept, or they may
be in a completely unrelated field.
Progolftournaments.com has not had discussions
with any third parties regarding business
opportunities but there can be no assurance
that such discussions will not take place. Any
asset acquisition or business combination would
likely include the issuance of a significant
amount of Progolftournaments.com common stock,
which would dilute the ownership interest of
holders of existing shares of common stock.
Depending on the nature of the transaction,
Progolftournaments.com's stockholders may not
have an opportunity to vote on whether to
approve it. As a result,
Progolftournaments.com's management could enter
into a transaction in which an investor would
not want to invest. In such a case, an
investor could not only lose the entire
investment, but could lose it on a business
decision he or she did not have an opportunity
to evaluate at the time of investing in
Progolftournaments.com.
Competitors could develop alternative and
similar internet - based golf games.
While Progolftournaments.com has no specific
knowledge on this subject, it is possible that
a competitor may have or develop a product that
could achieve results similar to or better than
that of Progolftournaments.com.
Progolftournaments.com is aware that there are
many organizations in existence that have the
knowledge, technical support and financial
strength to emulate the Progolftournaments.com
concept without necessarily intruding on any
copyrighted or proprietary intellectual
property.
Progolftournaments.com may not have any
exclusive intellectual property.
The intellectual property of
Progolftournaments.com is limited to a
combination of already established
technologies. A home computer golf game is
being modified for use on the Internet; credit
card processing will be done by an established
concern specializing in that function; basic
business software will record plays and scores.
It is unclear whether or not
Progolftournaments.com has any specific
intellectual property to defend other than what
it believes to be a unique combination of
technologies. Even if a clear violation does
occur, Progolftournaments.com may not have the
financial resources to defend its intellectual
property in one or more countries. This could
result in a drain on revenues and cash
reserves, if any.
Government regulation could adversely affect
the future business of Progolftournaments.com.
With any business dependant on the WorldWide
Web, there is always a possibility that one or
more governments will apply regulations that
could adversely affect the business of
Progolftournaments.com. In a world where
governments are continually seeking new sources
of revenue, there is always the possibility
that regulations and/or taxes could be imposed
for use of the Internet. While there is
legislation in the United States that puts a
moratorium on certain types of internet
activities there can be no assurance that
further regulation and/or licensing will not
emerge in the future in the USA or in other
countries around the world. Any new
regulations or licensing could damage
Progolftournaments.com's business, affect the
possibility of profit and perhaps the viability
of Progolftournaments.com's business plan, and
cause the price of its common stock to decline.
Heavy dependence on individuals who will not
devote full time and attention to the affairs
of Progolftournaments.com could result in
delays or business failure
Howard I. Klein, Michael R. Levine and Sandy
Winick are serving as Progolftournaments.com's
only officers and directors. The By-laws of
Progolftournaments.com call for five directors.
The present three directors plan on adding two
more board members in the near future. These
directors will be selected with a view to their
having the proper affiliation with one or more
segments of the business, i.e. a cooperating
concern or a supplier of technology.
Progolftournaments.com will be heavily
dependent upon the director's skills, talents
and abilities to implement its business plan
and may, from time to time, find that these
individuals' inability to devote full time and
attention to Progolftournaments.com's affairs
will result in delay(s) in progress towards the
implementation of its business plan or in a
failure to implement its business plan. The
officers and directors maintain other means to
earn their livelihood. It is the feeling of
the Board of Directors that paying one or more
of the directors as a full-time employee at
this stage in the development of
Progolftournaments.com would put an
unreasonable amount of financial strain on its
capital reserves.
Moreover, Progolftournaments.com does not have
an employment agreement with Mr. Klein, Mr.
Levine or Mr. Winick and as a result, there is
no assurance that they will continue to manage
Progolftournaments.com's affairs in the future.
If Progolftournaments.com should lose the
services of one or all of its officers and
directors, or if one or more should decide to
join a competitor or otherwise compete directly
or indirectly with Progolftournaments.com, this
could have a significant adverse affect on
Progolftournaments.com's business and could
cause the price of its stock to decline. The
services of Mr. Klein, Mr. Levine and Mr.
Winick would be difficult to replace. Because
investors will be dependent on the performance
and business judgement of management, they
should carefully and critically assess these
three individuals' backgrounds. See Directors
and Executive Officers.
Year 2000 issues could result in reduced sales.
There is also risk associated with Year 2000
issues. These issues arise because many
computerized systems use two digits rather than
four digits to identify a year. Date-sensitive
systems may recognize the year 2000 as 1900 or
some other date, resulting in errors when
information using the year 2000 date is
processed. In addition, similar problems may
arise in some systems that use certain dates in
1999 to represent something other than a date.
The affects of the Year 2000 issue may be
experienced before, on, or after January 1,
2000, and, if not addressed, the impact on
operations and financial reporting may range
from minor errors to significant systems
failure that could affect an entitys ability
to conduct normal business operations.
It is not possible to be certain that all
aspects of the Year 2000 Issue affecting
Progolftournaments.com, including those related
to customers, cooperating organizations or
other third parties, will be fully resolved.
It is possible that one or more of the
cooperating entities, for instance a golf
publication that Progolftournaments.com is
relying upon to promote the game or several of
Progolftournaments.com's clients, may become
inoperative, and cause Progolftournaments.com
to incur heavy expenses or losses.
At present, due to Progolftournaments.com's
developmental stage, it has no critical systems
that it must test for Year 2000 compliance.
However, Progolftournaments.com cannot be
certain that it will not experience
unanticipated negative consequences from Year
2000 problems, or that it will be able to make
any such modifications as may become necessary
in a timely, cost-effective and successful
manner, and the failure to do so could have a
material adverse effect on
Progolftournaments.com's business and operating
results.
Financial Risks
Progolftournaments.com has no operating history
and financial results are uncertain
Progolftournaments.com has no operating history
or revenues from operations.
Progolftournaments.com's only resources have
come from the private sale of common stock.
Progolftournaments.com faces all the risks of a
new business. It must be regarded as a new or
start-up venture with all of the unforeseen
costs, expenses, problems and difficulties to
which such ventures are subject.
Because it has not yet begun operations, it is
difficult to evaluate Progolftournaments.com's
business and its prospects. Its revenue and
income potential is unproven and its business
model is still emerging. An investor in
Progolftournaments.com's common stock must
consider the risks and difficulties frequently
encountered by early stage companies in new and
rapidly evolving markets.
Progolftournaments.com's ability to achieve and
then sustain favorable operating results will
depend on a number of factors, including costs
related to:
1) identifying and acquiring several
cooperating golf-related organizations;
2) testing Progolftournaments.com's
concept;
3) identifying and marketing to
prospective players;
4) evaluation and expense of entering into
a new business opportunity;
5) the expense of delays in introducing or
making any necessary adjustments and
improvements to Progolftournaments.com's
concept; and
6) general economic conditions, as well
as those specific to the related industries.
As a result of Progolftournaments.com's limited
operating history, it is difficult to
accurately forecast its potential revenue, and
there is no meaningful historical financial
data upon which to base planned operating
expenses. Progolftournaments.com expects to
significantly increase its operating expenses
to test, market, and create a solid base of
participating players.
Progolftournaments.com has not achieved
profitability and expects to incur net losses
for the foreseeable future and may never become
profitable. This limited operating history
makes it difficult to forecast its future
operating results. Progolftournaments.com
expects to continue to incur increasing
marketing, sales, product development and
general and administrative expenses. As a
result it will need to generate significant
revenue and/or raise additional funds to
achieve profitability.
If Progolftournaments.com does not become
profitable, it may be unable to maintain its
presence on the WorldWide Web and its Website,
which would adversely affect its financial
condition and prospects. If
Progolftournaments.com does achieve
profitability, it cannot be certain that it
will sustain or increase it.
Because of its limited financial resources,
Progolftournaments.com will likely be unable to
diversify its activities to provide a hedge
should its business plan prove to be
impractical.
Progolftournaments.com will need additional
financing which may not be available, or which
may dilute the ownership interests of investors
Progolftournaments.com has very limited funds,
and its funds are inadequate to fully implement
its business plan. While it is believed that
present capital reserves are enough to
establish a finished website and be ready to
commence play, Progolftournaments.com will
require substantial additional working capital
to fund its business development. It is
anticipated that an ongoing advertising and
promotion budget will be necessary in addition
to any cross promotion arranged with
cooperating concerns. Commencement of
tournament play on the WorldWide Web will
undoubtedly require some hiring of staff and
premises will be required. Telephones,
Internet access charges, website maintenance
and other office costs will add to needs for
additional capital.
Management estimates that it will require
between $600,000 and one million dollars
additional capital.
If Progolftournaments.com raises additional
funds through the issuance of equity, equity-
related or convertible debt securities, these
securities may have rights, preferences or
privileges senior to those of the rights of its
common stock. If common stock is issued in
return for additional funds, the price per
share could be lower than that paid by present
stockholders. The result of this would be a
lessening of each present stockholder's
relative percentage interest in
Progolftournaments.com. This condition is
often referred to as "dilution".
The ultimate success of Progolftournaments.com
will depend on its ability to raise additional
capital. No commitments to provide additional
funds have been made by management or other
shareholders. Progolftournaments.com has not
investigated the availability, source or terms
that might govern the acquisition of additional
financing. When additional capital is needed,
there is no assurance that funds will be
available from any source or, if available,
that they can be obtained on terms acceptable
to Progolftournaments.com. If not available,
Progolftournaments.com's operations would be
severely limited, and it would be unable to
fully implement its business plan. Growth
would be severely hampered and
Progolftournaments.com would be dependent upon
generated internal cash flow from sales to
expand its exposure to new players and slowly
implement its full business plan.
Potential business combinations could dilute
stockholder value and adversely affect
operating results
Progolftournaments.com may consider a future
financing or business combination that, because
of the size of the related stock issuance,
would result in a majority of the voting power
being transferred to the new investor(s). The
result would be that the new shareholder(s)
would control Progolftournaments.com and
persons unknown could replace current
management. It is uncertain whether any such
replacement would continue to implement
Progolftournaments.com's current business plan.
Large stockholders of Progolftournaments.com
could sell out, resulting in a change of
control and/or direction.
Progolftournaments.com's significant
shareholders, namely the President, Mr. Howard
Klein, holder of 901,000 shares; the
Treasurer, Mr. Sandy Winick with 1,475,000
shares; Ms. Mary McGowan, 2,700,000 shares;
Lynn Melanson, holding 1,000,000 shares and
Carolyn McGowan, Jennifer McGowan, Ron Perlman
and Charles Sciberas, each with over 400,000
shares could sell their control block to an
outside party, resulting in the same type of
situation mentioned above. In either case, the
ownership interests of holders of existing
shares of Progolftournaments.com stock could be
affected adversely.
Exchange of stock for services could result in
further stockholder dilution
Irrespective of whether
Progolftournaments.com's cash assets prove to
be inadequate to meet its operational needs,
Progolftournaments.com might seek to compensate
providers of services by issuances of stock in
lieu of cash. Normally, shares exchanged in
lieu of cash are issued at a deep discount,
which again would dilute ownership interests of
present shareholders.
Sandy Winick, Treasurer and Director of
Progolftournaments.com, developer of the
original concept assigned all rights and title
to Progolftournaments.com for a deemed price of
$1,000.00 and received in lieu of cash, one
million shares of common stock at a deemed
price of one mill ($0.001) per share.
Acquisition of new business combination could
result in integration difficulties and
disruption of business
Progolftournaments.com may make investments in
or acquire complementary products, technologies
and businesses, or businesses completely
unrelated to Progolftournaments.com's current
business plan. These acquisitions and
investments could disrupt its ongoing business,
distract management and employees and increase
its expenses.
If Progolftournaments.com acquires a company,
it could face difficulties in assimilating that
company's personnel and operations. In
addition, the key personnel of the acquired
company may decide not to work for
Progolftournaments.com.
Acquisitions also involve the need for
integration into existing administration,
services, marketing, and support efforts. If
the acquisition is financed by issuing equity
securities, interests of existing stockholders
could be diluted.
Any amortization of goodwill or other assets or
other charges resulting from the costs of these
acquisitions could adversely affect
Progolftournaments.com's operating results.
Progolftournaments.com has only "as-needed"
administration and marketing supplied without
charge by its officers and directors. It
anticipates building a management and marketing
team when circumstances (discussed previously)
permit. As a result, any acquisition or
business combination negotiated could have very
serious negative effects on the ability of
Progolftournaments.com to develop its business
plan and could result in a drop in the value of
its shares.
Progolftournaments.com cannot predict the
extent to which its liquidity and capital
resources will be diminished prior to
consummation of a business combination or
whether its capital will be further depleted by
the operating losses (if any) of the business
entity which it may eventually acquire.
Progolftournaments.com does not have the
capital or management resources to make any
such acquisition or business combination.
Prospective investors should seriously assess
the possibility that such a transaction(s)
could take place before Progolftournaments.com
is equipped to cope with the situation.
Some stockholders will have little or no say in
some future business decisions
Progolftournaments.com's shareholders may not
have an opportunity to vote on whether to enter
into a business combination or acquisition.
Until Progolftournaments.com becomes a "fully
reporting" company as defined in the Securities
and Exchange Act of 1934, it is not obligated
to circulate a Proxy Statement to its
stockholders to approve or disapprove actions
of the Board of Directors that could affect the
future course of the company. Actions can be
taken in a summary fashion by a majority of
voting shares without debate or sufficient
information. In the event of a business
combination, acquisition, or change in
shareholder control, Progolftournaments.com may
enter in to a new line of business, which an
investor did not anticipate and in which that
investor may not want to participate.
In such case, an investor could not only lose
its entire investment, but could lose its
entire investment on a business decision it did
not get to evaluate at the time of investing in
Progolftournaments.com.
Risks Related to the Securities Market
Progolftournaments.com common stock has no
prior market, and prices may decline after the
effectiveness of this prospectus and subsequent
resale of shares by selling shareholders.
There is no public market for
Progolftournaments.com's common stock and no
assurance can be given that a market will
develop or that any shareholder will be able to
liquidate his investment without considerable
delay, if at all.
The trading market price of
Progolftournaments.com's common stock may
decline below the price at which it was sold by
selling stockholder(s). If a market should
develop, the price may be highly volatile. In
addition, an active public market for
Progolftournaments.com's common stock may not
develop or be sustained. If selling
stockholders sell substantial amounts of common
stock in the public market, the market price of
Progolftournaments.com's common stock could
fall. Factors such as those discussed in this
Risk Factors section may have a significant
impact on the market price of
Progolftournaments.com's securities.
Owing to the low price of the securities many
brokerage firms may not be willing to effect
transactions in the securities. Even if a
purchaser finds a broker willing to effect a
transaction in Progolftournaments.com's common
stock, the combination of brokerage
commissions, state transfer taxes, if any, and
other selling costs may exceed the selling
price. Further, many lending institutions will
not permit the use of such securities as
collateral for loans. Thus, a purchaser may be
unable to sell or otherwise realize the value
invested in Progolftournaments.com stock.
The securities of Progolftournaments.com, when
available for trading, will be subject to the
Securities and Exchange Commission rule that
imposes special sales practice requirements upon
broker-dealers that sell such securities to
other than established customers or accredited
investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms,
institutions with assets exceeding $5,000,000 or
individuals having a net worth in excess of
$1,000,000 or having an annual income that
exceeds $200,000 (or that, combined with a
spouses income, exceeds $300,000). For
transactions covered by the rule, the broker-
dealer must make a special suitability
determination for the purchaser and receive the
purchasers written agreement to the transaction
prior to the sale. Consequently, the rule may
affect the ability of purchasers of the
Company's securities to buy or sell in any
market that may develop.
Investors may face significant restrictions on
the resale of Progolftournaments.com stock due
to state and federal laws and regulations
Because Progolftournaments.com's securities
have not been registered for resale under the
blue sky laws of any state, the holders of such
shares and those persons desiring to purchase
them in any trading market that may develop in
the future should be aware that there may be
significant state blue sky law restrictions on
the ability of investors to sell and on
purchasers to buy Progolftournaments.com's
securities. Accordingly, investors should
consider the secondary market for
Progolftournaments.com's securities to be a
limited one. Investors may be unable to resell
their stock without the significant expense of
state registration or qualification.
In addition, the Securities and Exchange
Commission has adopted a number of rules to
regulate penny stocks. Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-
5, 15g-6 and 15g-7 under the Securities and
Exchange Act of 1934. Because
Progolftournaments.com's securities may
constitute penny stock within the meaning of
the rules, the rules would apply to
Progolftournaments.com and its securities. The
rules may further affect the ability of owners
of Progolftournaments.com's shares to sell
their securities in any market that may develop
for them.
Shareholders should be aware that, according to
the Securities and Exchange Commission Release
No. 34-29093, the market for penny stocks has
suffered in recent years from patterns of fraud
and abuse. Such patterns include (i) control
of the market for the security by one or a few
broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices
through prearranged matching of purchases and
sales and false and misleading press releases;
(iii) boiler room practices involving high
pressure sales tactics and unrealistic price
projections by inexperienced sales persons;
(iv) excessive and undisclosed bid-ask
differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the
same securities by promoters and broker-dealers
after prices have been manipulated to a desired
level, along with the inevitable collapse of
those prices with consequent investor losses.
Management of Progolftournaments.com believes
it has described above all material risks known
to it at this time.
USE OF PROCEEDS
This prospectus is part of a registration
statement that permits selling shareholders to
sell their shares on a continuous or delayed
basis in the future. Because this prospectus
is solely for the purpose of selling
shareholders, Progolftournaments.com will not
receive any proceeds from the sale of stock
being offered. Directors, Mary McGowan and
Lynn Melanson (affiliates due to the size of
their holdings) will be restricted to selling
one percent of the total issued and outstanding
common stock each calendar quarter or 98,613
shares per quarter. All other stockholders
will be able to sell any or all of their shares
at any time they can locate a buyer.
DETERMINATION OF OFFERING PRICE
This offering is solely for the purpose of
allowing Progolftournaments.com's shareholders
to sell their stock. The selling shareholders
may sell their shares when the registration
statement becomes effective, or they may elect
to sell some or all of their shares at a later
date. As the market develops, the selling
shareholders will determine the price for the
stock.
DILUTION
This offering is for sales of stock by existing
Progolftournaments.com shareholders on a
continuous or delayed basis in the future.
Sales of common stock by shareholders will not
result in any substantial change to the net
tangible book value per share before and after
the distribution of shares by the selling
shareholders. There will be no change in net
tangible book value per share attributable to
cash payments made by purchasers of the shares
being offered.
Prospective investors should be aware, however,
that the price of Progolftournaments.com's
shares might not bear any rational relationship
to net tangible book value per share. The
price received by selling stockholders and paid
by purchasing investors will be determined by
supply and demand. If the demand for the
common stock of Progolftournaments.com exceeds
the available supply, the price will tend to go
up. Conversely, if the supply exceeds the
demand, the price will tend to go down. In
both of the above cases the change in price may
have no relation to the book value of the
company or its profitability or lack thereof.
SELLING SHAREHOLDERS
The following are the shareholders for whose
accounts the shares are being offered; the
amount of securities owned by such shareholder
prior to this offering; the amount to be
offered for such shareholders account; and the
amount to be owned by such shareholder
following completion of the offering:
<TABLE>
<CAPTION>
<S> <C>
<C>
<C> <C> <C>
No.
Percent
Position Number Number of
shares After
Name with of of
after Sale
Company Shares Shares
sale
Owned Offered
731149 Ontario None 1,000 1,000 -0-
- -0-
Limited
Bernie None 2,680 2,680 -0-
- -0-
Anderson
Robert Baron None 268 268 -0-
- -0-
Baroness None 1,000 1,000 -0-
- -0-
Investments
Limited
Building None 200 200 -0-
- -0-
Supplies
International
C.A.P.S None 200 200 -0-
- -0-
Consulting
William Davies None 200 200 -0-
- -0-
Deep Water None 475,000 475,000 -0-
- -0-
Investment
Inc.
Geoffrey Earle None 200 200 -0-
- -0-
Jan Francis None 500 500 -0-
- -0-
Mark Francis None 500 500 -0-
- -0-
Jeffrey None 500 500 -0-
- -0-
Goldberg
Maggie None 500 500 -0-
- -0-
Goldberg
Debbie Green None 475,200 475,200 -0-
- -0-
Robert None 200 200 -0-
- - 0-
Hashimoto
David Hume None 600 600 -0-
- -0-
H. Davidson None 475,000 475,000 -0-
- -0-
Construction
Inc.
Marcia Klien None 200 200 -0-
- -0-
Myer Klien None 200 200 -0-
- -0-
Raymond None 400 400 -0-
- -0-
Teaitch
Tilley Levine None 2,000 2,000 -0-
- -0-
Joy Lipson None 600 600 -0-
- -0-
Marcia Lipson None 600 600 -0-
- -0-
Magnum None 476,000 476,000 -0-
- -0-
Holdings, Ltd.
Miriam Manzo None 200 200 -0-
- -0-
Jack Martino None 200 200 -0-
- -0-
Sasha Mazzuca None 200 200 -0-
- -0-
Stefan Mazzuca None 200 200 -0-
- -0-
Carolyn None 400,300 400,300 -0-
- -0-
McGowan
Jennifer None 400,368 400,368 -0-
- -0-
McGowan
Lydia McGowan None 500 500 -0-
- -0-
Mary McGowan None 2,700,0 2,700,0 -0-
- -0-
00 00
Robert McGowan None 300 300 -0-
- -0-
Thomas McGowan None 500 500 -0-
- -0-
Elizabeth None 9,384 9,384 -0-
- -0-
McLeod
Lynn Melanson None 1,000,0 1,000,0 -0-
- -0-
00 00
Monica Murad None 1,000 1,000 -0-
- -0-
Theodore None 500 500 -0-
- -0-
Nemetz
Ron Pearlman None 475,000 475,000 -0-
- -0-
Resource None 200 200 -0-
- -0-
Financial
Corporation
John Rosenthal None 600 600 -0-
- -0-
Brian Ross None 500 500 -0-
- -0-
Sheryl Ross None 500 500 -0-
- -0-
Sandringham None 100,000 100,000 -0-
- -0-
Investments
Charles None 476,000 476,000 -0-
- -0-
Sciberras
Doris None 200 200 -0-
- -0-
Sciberras
Jeffrey None 200 200 -0-
- -0-
Sciberras
Joseph None 200 200 -0-
- -0-
Sciberras
Peter None 200 200 -0-
- -0-
Scibarras
Derek Tennant None 1,200 1,200 -0-
- -0-
Kelly Ticknor None 600 600 -0-
- -0-
Cynthia Vella- None 200 200 -0-
- -0-
Zarb
Pierre Vella- None 200 200 -0-
- -0-
Zarb
Rhona Vinokur None 500 500 -0-
- -0-
Avital Weber None 400 400 -0-
- -0-
Diane Winick None 600 600 -0-
- -0-
Mark Zaretsky None 600 600 -0-
- -0-
</TABLE>
This table assumes that each shareholder will
sell all of its shares
available for sale during the effectiveness of
the registration
statement that includes this prospectus.
Shareholders are not
required to sell their shares. See Plan of
Distribution.
PLAN OF DISTRIBUTION
This is not an underwritten offering. This
prospectus is part of a registration statement
that permits selling shareholders to sell their
shares on a continuous or delayed basis in the
future. Selling shareholders may sell their
shares to the public when the registration
statement becomes effective, or they may elect
to sell some or all of their shares at a later
date. Progolftournaments.com has not committed
to keep the registration statement effective
for any set period of time.
While the registration statement is effective,
selling shareholders may sell their shares
directly to the public, without the aid of a
broker or dealer, or they may sell their shares
through a broker or dealer if
Progolftournaments.com's stock is authorized
for inclusion on the OTC bulletin board. Any
commission, fee or other compensation of a
broker or dealer would depend on the brokers or
dealers involved in the transaction.
No public market currently exists for shares of
Progolftournaments.com's common stock.
Progolftournaments.com intends to apply to have
its shares traded on the OTC bulletin board
under the symbol PGLF.
DESCRIPTION OF CAPITAL STOCK
The following description of
Progolftournaments.com's capital stock does not
purport to be complete and is subject to and
qualified in its entirety by
Progolftournaments.com's articles of
incorporation and bylaws, which are included as
exhibits to the registration statement of which
this prospectus forms a part, and by the
applicable provisions of Nevada law.
Progolftournaments.com's authorized capital
consists of 50,000,000 shares of common stock,
par value $.001 per share and 10,000,000 shares
of preferred stock, par value $.001.
Immediately prior to this offering 9,861,300
shares of common stock were issued and
outstanding. No preferred shares were issued
and outstanding.
Each 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's
common stock.
Preferred shares may be issued in Series; the
terms and conditions of which are decided by
Progolftournaments.com's Board of Directors.
Normally, preferred shares have no voting power.
Due to the fact that the Board if Directors is
empowered to set all terms and conditions
regarding the issuance of Preferred Stock, it is
possible that the Board could confer on a series
of Preferred Stock, the right to vote.
Preferred shares may or may not be entitled to a
dividend and have preference (after debt) on any
of the assets of Progolftournaments.com in the
event of windup or dissolution.
Because the holders of shares of
Progolftournaments.com's common stock do not
have cumulative voting rights, the holders of
more than 50% of Progolftournaments.com's
outstanding shares, voting for the election of
directors, can elect all of the directors to be
elected, if they so choose. In such event, the
holders of the remaining shares will not be
able to elect any of Progolftournaments.com's
directors.
The holders of shares of common stock are
entitled to dividends, out of funds legally
available therefor, when and as declared by the
Board of Directors. The Board of Directors has
never declared a dividend and does not
anticipate declaring a dividend in the future.
In the event of liquidation, dissolution or
winding up of the affairs of
Progolftournaments.com, holders are entitled to
receive, ratably, the net assets of
Progolftournaments.com available to shareholders
after payment of all creditors.
All of the issued and outstanding shares of
common stock are duly authorized, validly
issued, fully paid, and non-assessable. To the
extent that additional shares of
Progolftournaments.com's common stock are
issued, the relative interests of existing
shareholders may be diluted.
DESCRIPTION OF BUSINESS
General
Progolftournaments.com was incorporated under
the laws of the State of Nevada on September 3,
1999, and is in its early developmental and
promotional stages. Progolftournaments.com is
not operational and its only activities have
been organizational, directed at acquiring its
principal asset, raising its initial capital
and developing its business plan.
Progolftournaments.com has not commenced
commercial operations. Progolftournaments.com
has no full time employees and owns no real
estate.
The principal asset of Progolftournaments.com,
referred to above is the Progolftournaments.com
game itself. It was conceived and refined by a
director and the Treasurer of
Progolftournaments.com, Sandy Winick and was
obtained in exchange for 1,000,000 shares of
common stock. An important part of the
principle asset and the projected business is
the name itself, "Progolftournaments.com".
Progolftournaments.com has reserved its name
for use on the Internet and has begun
construction of its website. The
Progolftournaments.com home page is up on the
Internet and is in the process of being
refined. The actual golf game that will be
applied to the graphics of specific tournament
sites around the world has not been put up for
play.
Progolftournaments.com was formed to take
advantage of the growing popularity of both the
Internet and the game of golf itself. The
concept combines the skills necessary to play
golf, the use of a computer and the thrill of
playing for substantial cash prizes. The
growth of the WorldWide Web, the game of golf
and gaming all over the world is wrapped up in
one package in the Progolftournaments.com
online game. Management believes that a
substantial number of the tens of millions of
internet users also play golf or would play
golf if given the opportunity and as a result
would be likely candidates for on-line
tournaments.
The Game and How it is Played
A large part of both the golfing and non-
golfing public watch with interest the results
of the four major golf tours in the world.
Even if they do not play the game themselves,
they duly note the results of the weekend
tournaments. Progolftournaments.com has
developed a concept and business plan that is
designed to take advantage of this widespread
interest in the game of golf and the explosion
of the Internet and the WorldWide Web.
The at-home computer players will have the
opportunity to play the same tournaments the
professional golfers are playing on the same
weekend and play for real and substantial cash
prizes, i.e. 50% of each entry fee will be set
aside for prize money. The purse each weekend
will be progressive; that is, the size of the
award will increase proportionately with the
number of players and entry fees collected.
Each entry in the on-line tournament will cost
$10.00. Anyone may enter more than once as
long as the $10.00 fee is paid for each entry
on or before Thursday of each week.
Each entrant will play four rounds (three
rounds in the case of the LPGA and the Seniors
events) on his computer; one on Thursday, one
on Friday, one on Saturday and one final round
on Sunday. These rounds will follow the same
format as the Pros - one round each day, to be
played any time during that twenty-four hour
period. The computer players will have the
same decisions to make as their pro
counterparts (distance to the green, what club
to use, etc.). There will be no cut in the
computer tourneys, thereby giving every
participant an opportunity to get into the
money by pulling out a come-from-behind
outstanding final round. On the actual
professional golf tour, the field for the final
two rounds is reduced to fewer players. This
is referred to as the "cut". Having no cut in
the on-line tournament will result in more play
activity in the final rounds. This added
chance to improve his or her standing could
result in increased participation.
At the end of play each Sunday the top 100
players will share in the purse. If there is a
tie for low score, a playoff will be staged on
Monday to decide the winner. Practice rounds
will be available to the tournament entrants at
a cost of $5.00 for ten rounds or $10.00 for
twenty-five rounds. Each player is able to
choose the make of club he or she will use and
the brand of golf ball to be used.
Anyone in the world will have an opportunity to
play in the British Open or the Masters - in
fact any tournament being played on the four
major tours: PGA, LPGA, Senior PGA and the
European tour. Whether or not participation in
a Progolftournaments.com event constitutes
gaming rather than a prize-winning competitive
effort is another question that each
jurisdiction will have to rule on individually.
There is a possibility that some jurisdictions
in the world may prohibit its citizens from
participating in the on-line tournaments.
Others might prohibit receiving a prize or
prizes, if one or more were won. If either of
the previously mentioned situations should
arise, revenues could be curtailed from those
jurisdictions. As in most Internet
applications, there is no certain way of
determining or confirming age of players.
Progolftournaments.com will include a provision
in the entry form whereby the registrant
confirms that he or she is of legal age.
Joint promotions are planned with the major TV
networks, the major tours, golf publications
and the manufacturers of golfing equipment.
Preliminary conversations have taken place with
many of these enterprises. In every case,
commitment was deferred until after the Website
was in place and the whole on-line package
could be assessed. Should all of those with
whom preliminary talks have taken place, decide
not to cross-promote, Progolftournaments.com
would be forced to pay for most or all of its
promotion. This would result in a rapid
depleting of its financial resources and a
pressing need for new capital injections, which
may or not be available on terms acceptable to
Progolftournaments.com.
Progolftournaments.com will host its own
Website. This Website will act as an outsource
for partners in cross-promotion, if any. Until
the Website is fully operational and is capable
of being tested by potential cooperating
entities, no final arrangement will be made.
If other concerns consent to cross-promote,
part of the agreement is that they will
outsource the Progolftournaments.com Website in
return.
Industry Conditions and Competition
Progolftournaments.com does not yet know
whether adapting computer golf (already very
popular) and the major golf tournaments will be
a feasible moneymaking venture.
Progolftournaments.com is not aware or any
other concern offering the same type of game.
As mentioned above, there are several versions
of computer golf software available presently.
The Progolftournaments.com technology involved,
in basic terms, is the melding of the game and
the weekly location; the ability to download
the playable package from the Internet; the
logging of scores as the games are played and
the processing of credit card charges. All of
the several software developers that currently
offer PC based golf games have indicated that
substituting specific golf course graphics and
adapting their game for Internet downloading,
does not put up a serious technical barrier.
All professional golf tours publish their
yearly list of scheduled events well in
advance. Each download requires an online
purchase. Score keeping is part of the
software and recording these scores on a master
list does not present a serious technical
challenge. There are several third party credit
card processing services available.
Employees
Progolftournaments.com is a development stage
company and currently has no employees.
Management plans to use consultants, attorneys
and accountants as necessary and does not plan
to engage any full-time employees in the near
future. If Progolftournaments.com establishes
the feasibility of their concept and successful
implementation of their business plan, one or
more people will be needed to handle
administration, computer programming and
marketing. A portion of any employee
compensation likely would include the right to
acquire stock in Progolftournaments.com, which
would dilute the ownership interest of holders
of existing shares of common stock.
Available Information
Progolftournaments.com has filed with the
Securities and Exchange Commission a
registration statement on Form S-1 with respect
to the common stock offered by this prospectus.
This prospectus, which constitutes a part of
the registration statement, does not contain
all of the information set forth in the
registration statement or the exhibits and
schedules which is part of the registration
statement. For further information with
respect to Progolftournaments.com and its
common stock, see the registration statement
and the exhibits and schedules thereto. Any
document Progolftournaments.com files may be
read and copied at the Commission's public
reference rooms in Washington, D.C.; New York,
New York; and Chicago, Illinois. Please call
the Commission at 1-800-SEC-0330 for further
information about the public reference rooms.
Progolftournaments.com's filings with the
Commission are also available to the public
from the Commission's website at
http://www.sec.gov.
Upon completion of this offering,
Progolftournaments.com will become subject to
the information and periodic reporting
requirements of the Securities Exchange Act
and, accordingly, will file periodic reports,
proxy statements and other information with the
Commission. Such periodic reports, proxy
statements and other information will be
available for inspection and copying at the
Commissions public reference rooms, and the
website of the Commission referred to above.
DESCRIPTION OF PROPERTY
Progolftournaments.com currently maintains
limited office space, provided by Mr. Winick,
for which it pays no rent. Its address is 3266
Yonge Street, Suite 1203, Toronto, Ontario M4N
3P6 CANADA, and its phone number is (416) 962-
4508. Progolftournaments.com does not believe
that it will need to obtain additional office
space at any time in the foreseeable future
until its business plan is more fully
implemented.
LEGAL PROCEEDINGS
Progolftournaments.com is not a party to any
material pending legal proceedings, and none of
its property is the subject of a pending legal
proceeding. Further, the 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's securities.
Progolftournaments.com has no common equity
subject to outstanding purchase options or
warrants. Progolftournaments.com has no
securities convertible into its common equity.
There is no common equity that could be sold
pursuant to Rule 144 under the Securities Act
or that Progolftournaments.com has agreed to
register under the Securities Act for sale by
shareholders. Except for this offering, there
is no common equity that is being, or has been
publicly proposed to be, publicly offered.
As of November 15, 1999, there were 9,861,300
shares of common stock outstanding, held by 60
shareholders of record. Upon effectiveness of
the registration statement that includes this
prospectus, 7,485,300 of
Progolftournaments.com's outstanding shares
will be eligible for sale.
To date Progolftournaments.com has not paid any
dividends on its common stock and does not
expect to declare or pay any dividends on its
common stock in the foreseeable future.
Payment of any dividends will depend upon
Progolftournaments.com's future earnings, if
any, its financial condition, and other factors
as deemed relevant by the Board of Directors.
SELECTED FINANCIAL DATA
The following selected financial data should be
read in conjunction with Managements
Discussion and Analysis of Financial Condition
and Results of Operations and the financial
statements appearing elsewhere in this
prospectus. The statement of operations data
set forth below for the period from September
3, 1999, (inception) to September 30, 1999, and
the balance sheet data at September 30, 1999,
are derived from Progolftournaments.com's
audited financial statements included elsewhere
in this prospectus. The historical results are
not necessarily indicative of results to be
expected for any future period.
<TABLE>
<CAPTION>
Inception to
September 30,
1999
STATEMENT OF OPERATIONS DATA:
<S> <C>
Net sales 00.00
Loss from continuing operations 9672
Loss per share from continuing
operations Nil
As of October 31 1999
BALANCE SHEET DATA:
Total assets 84063
</TABLE>
Progolftournaments.com is in its early
developmental and promotional stages. To date,
Progolftournaments.com's only activities have
been organizational, directed at raising its
initial capital and developing its concept and
business plan. Progolftournaments.com has not
commenced commercial operations. As a result,
the selected financial data presented above
bear no resemblance to the results that
Progolftournaments.com expects when it begins
operations. See Risk Factors, Description
of Business and Managements Discussion and
Analysis of Financial Condition and Results of
Operations.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This prospectus contains forward-looking
statements, the accuracy of which involve risks
and uncertainties. We use words such as
anticipates, believes, plans, expects,
future, intends and similar expressions to
identify forward-looking statements.
Prospective investors should not place undue
reliance on these forward-looking statements,
which apply only as of the date of this
prospectus. Progolftournaments.com's actual
results could differ materially from those
anticipated in these forward-looking statements
for many reasons, including the risks faced by
Progolftournaments.com described in Risk
Factors and elsewhere in this prospectus. The
following discussion and analysis should be
read in conjunction with
Progolftournaments.com's Financial Statements
and Notes thereto and other financial
information included elsewhere in this
prospectus.
Results of Operations
During the period from September 3, 1999,
(inception) through September 30, 1999,
Progolftournaments.com has engaged in no
significant operations other than organizational
activities and preparation for registration of
its securities under the Securities Act of 1933.
Progolftournaments.com received no revenues
during this period.
Subsequent to this period,
Progolftournaments.com has investigated several
PC oriented computer golf games that showed
promise of being adaptable to the Internet.
Final negotiations are now in progress with the
software developer, Psygnosis, Ltd. of
Liverpool, Great Britain, for the adaptation of
its home computer game "Pro 18 World Tour Golf".
The final contract is expected to be in place
before March 31, 2000. Psygnosis, Ltd. have
agreed in principal (subject to finalizing) to
accept Progolftournaments.com common stock
and/or a percentage of revenues as compensation.
Progolftournaments.com expects to introduce the
on-line golf game one tour at a time. May 1,
2000 is the target date to have the first tour
fully operational.
For the current fiscal year,
Progolftournaments.com anticipates incurring a
loss as a result of organizational expenses,
expenses associated with registration under the
Securities Act of 1933, and expenses associated
with setting up a company structure to begin
implementing its business plan.
Progolftournaments.com anticipates that until
these procedures are completed, it will not
generate revenues, and may continue to operate
at a loss thereafter, depending upon the
performance of the business.
Liquidity and Capital Resources
Progolftournaments.com remains in the
development stage and, since inception, has
experienced no significant change in liquidity
or capital resources or shareholders equity.
Consequently, Progolftournaments.com's balance
sheet as of September 30, 1999, reflects total
assets of $ 84,063.00, in the form
of cash, subscriptions receivable and
capitalized organizational costs.
Progolftournaments.com expects to carry out its
plan of business as discussed above. In
addition, Progolftournaments.com may engage in a
combination with another business.
Progolftournaments.com cannot predict the extent
to which its liquidity and capital resources
will be diminished prior to the consummation of
a business combination or whether its capital
will be further depleted by the operating losses
(if any) of the business entity with which it
may eventually combine. Progolftournaments.com
has not engaged in discussions concerning
potential business combinations.
Progolftournaments.com will need additional
capital to carry out its business plan or to
engage in a business combination. No
commitments to provide additional funds have
been made by management or other shareholders.
Accordingly, there can be no assurance that any
additional funds will be available on terms
acceptable to Progolftournaments.com or at all.
Progolftournaments.com has no commitments for
capital expenditures.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Janet Loss, C.P.A., P.C. has served as
Progolftournaments.com's independent auditor
since inception, and Progolftournaments.com has
not had any dispute with Janet Loss C.P.A., P.C
over accounting or financial disclosure.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, age
and position of each director and executive
officer of Progolftournaments.com:
Name Age Position
Howard I. Klein 43
President, Secretary, Director
Michael R. Levine 52 Vice
President, Director
Sandy Winick 41
Treasurer, Director
Howard I. Klein became Progolftournaments.com's
President, Secretary and Director in September,
1999. For the past twenty years, in fact all of
his adult working life, Mr. Klein has been
involved with the printing and graphics
industry, beginning as the proprietor of a
Minuteman Press franchise in 1979. Mr. Klein
has recently sold his interest and resigned his
position as CEO and Managing Partner of
Kleinbar Graphics, Inc. of Markham, Ontario.
He is currently the print buyer for Dupleum
Corp. Mr. Klein holds C.G.A.E. certification
from Northwestern University, Evanston, IL in
the fields of Production, Financial and Sales
Management.
Michael R. Levine became
Progolftournaments.com's Vice-President and
Director in September, 1999. Mr. Levine is
currently the Co-founder and President of
Danbury Financial Corp., an asset based lender
specializing in short term loans on machinery,
equipment and rolling stock. From 1985 through
1999, Mr. Levine served as President of Upper
Canada Equity Development, Inc. 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's
Treasurer and Director in September, 1999. He
is currently Vice-President of Danbury
Financial Corp., providing liaison with
clients, negotiation of funding agreements,
creating new business and monitoring that
company's entire loan portfolio. For the two-
year period, 1997 to 1999, Mr. Winick served as
CEO of Millenia Corporation; a US publicly
traded company. His duties there, in addition
to day-to-day administration, included funding,
acquisition and consolidation of several
businesses and completing a reverse takeover
with a private company. Previous activities
include serving as an independent financial
consultant with Madison Consulting Group from
1992 through 1996; President and CEO of
Naturally Niagara inc., a full service beverage
manufacturer and distributor from 1992 to 1992
and from 1989 to 1991, President of Payless
Furniture a thirteen unit chain of furniture
stores. Mr. Winick is the originator of the
Progolftournaments.com concept.
The directors named above will serve until the
first annual meeting of
Progolftournaments.com's shareholders.
Thereafter, directors will be elected for one-
year terms at the annual shareholders meeting.
Officers will hold their positions at the
pleasure of the board of directors, absent any
employment agreement. No employment agreements
currently exist or are contemplated. There is
no arrangement or understanding between the
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 Officers and Directors has any
arrangements with each other regarding serving
on the board. They are personal and business
acquaintances and all share an avid interest in
golf.
The directors and officers of
Progolftournaments.com will devote their time
to Progolftournaments.com's affairs on an as
needed basis. As a result, the actual amount
of time, which they will devote to
Progolftournaments.com's affairs, is unknown
and is likely to vary substantially from month
to month.
EXECUTIVE COMPENSATION
No officer or director has received any
remuneration from Progolftournaments.com.
Although there is no current plan in existence,
it is possible that Progolftournaments.com will
adopt a plan to pay or accrue compensation to
its officers and directors for services related
to the implementation of the concept and
business plan. Progolftournaments.com has no
stock option, retirement, incentive, defined
benefit, actuarial, pension or profit-sharing
programs for the benefit of directors, officers
or other employees, but the Board of Directors
may recommend adoption of one or more such
programs in the future.
Progolftournaments.com has no employment
contract or compensatory plan or arrangement
with any executive officer of
Progolftournaments.com. The directors
currently do not receive any cash compensation
from Progolftournaments.com for their service
as members of the board of directors. There is
no compensation committee, and no compensation
policies have been adopted. See Certain
Relationships and Related Transactions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of October
31, 1999, Progolftournaments.com's outstanding
common stock owned of record or beneficially by
each executive officer and director and by each
person who owned of record, or was known by
Progolftournaments.com to own beneficially,
more than 5% of Progolftournaments.com's common
stock, and the shareholdings of all executive
officers and directors as a group.
Name Shares Percent
Owned Owned
Howard I. Klein 9.14
901,000
Michael R. Levine*
Sandy Winick ** 19.78
1,950,000
Mary McGowan* 27.38
2,700,000
Lynn Melanson 10.14
1,000,000
All Officers and Directors as a group 28.92
2,851,000
* Mary McGowan is a close associate of Mr.
Levines. Ms McGowan has her own independent
financial means and both she and Mr. Levine
deny any beneficial ownership of each others
shares.
**Includes 475,000 shares owned by Jodi
Winick, Mr. Winick's wife and which may be
considered to be beneficially owned by Mr.
Winick
All shares are held of record and each record shareholder has sole
voting and investment power. Progolftournaments.com knows of no one
who has the right to acquire beneficial ownership in
Progolftournaments.com common stock. Other than the sale of
Progolftournaments.com stock contemplated by this prospectus, there
are no arrangements known to Progolftournaments.com, the operation
of which may, at a subsequent date result in a change of control of
Progolftournaments.com
<R/>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No director, executive officer or nominee for
election as a director of
Progolftournaments.com, and no owner of five
percent or more of Progolftournaments.com's
outstanding shares or any member of their
immediate family has entered into or proposed
any transaction in which the amount involved
exceeds $10,000. Mr. Levine and Mr. Winick are
both involved in Danbury Financial Corp., a
company having no direct or indirect
affiliation with Progolftournaments.com. If
Progolftournaments.com succeeds in implementing
its business plan, it is not inconceivable that
one or both of these individuals could become
its paid employees and executives.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Progolftournaments.com's bylaws provide that
Progolftournaments.com will indemnify its
officers and directors for costs and expenses
incurred in connection with the defense of
actions, suits, or proceedings against them on
account of their being or having been directors
or officers of Progolftournaments.com, absent a
finding of negligence or misconduct in the
performance of duty.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers or persons
controlling Progolftournaments.com pursuant to
the forgoing provisions, Progolftournaments.com
has been informed that, in the opinion of the
Securities and Exchange Commission, such
indemnification is against public policy as
expressed in that Act and is, therefore,
unenforceable.
INDEX TO FINANCIAL STATEMENTS
Progolftournaments.com Resources, Inc.
(A Development Stage Company)
Report of Certified Public Accountant
F-1
Consolidated Balance Sheet, September 30, 1999
F-2
Consolidated Statement of Operations, for the
period September
3, 1999 through September 30, 1999
F-3
Consolidated Statement of Stockholders Equity
(Deficit),
from September 3, 1999 through September 30,
1999 F-4
Consolidated Statement of Cash Flows, for the
period from
September 3,1999
through September 30, 1999
F-5
Notes to Financial Statements
F-6 F-7
Prospectus
PROGOLFTOURNAMENTS.COM
3266 Yonge Street, Suite 1203
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
7,485,300 Shares of Common Stock
to be sold by current shareholders
Progolftournaments.com has not authorized any
dealer, salesperson or other person to give you
written information other than this prospectus
or to make representations as to matters not
stated in this prospectus. You must not rely on
unauthorized information. This prospectus is
not an offer to sell these securities or a
solicitation of your offer to buy the
securities in any jurisdiction where that would
not be permitted or legal. Neither the delivery
of this prospectus nor any sales made hereunder
after the date of this prospectus shall create
an implication that the information contained
herein or the affairs of Progolftournaments.com
have not changed since the date hereof.
Until _____________ ___, 1999 (90 days after
the date of this prospectus), all dealers that
effect transactions in these shares of common
stock may be required to deliver a prospectus.
This is in addition to the dealer's obligation
to deliver a prospectus when acting as an
underwriter and with respect to their unsold
allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and
Distribution.
The securities are being registered for the
account of selling shareholders, and all of the
following expenses will be borne by such
shareholders. The amounts set forth are
estimates except for the SEC registration fee:
SEC registration fee
35
Printing and engraving expenses
5000
Attorneys' fees and expenses
9000
Accountants' fees and expenses
1500
Transfer agent's and registrar's fees and expenses
500
Miscellaneous
965
Total
17000
Item 14. Indemnification of Directors and
Officers.
Pursuant to Nevada law, a corporation may
indemnify a person who is a party or threatened
to be made a party to an action, suit or
proceeding by reason of the fact that he or she
is an officer, director, employee or agent of
the corporation, against such persons costs
and expenses incurred in connection with such
action so long as he or she has acted in good
faith and in a manner which he or she
reasonably believed to be in, or not opposed
to, the best interests of the corporation, and,
in the case of criminal actions, had no
reasonable cause to believe his or her conduct
was unlawful. Nevada law requires a
corporation to indemnify any such person who is
successful on the merits or defense of such
action against costs and expenses actually and
reasonably incurred in connection with the
action.
The bylaws of Progolftournaments.com, filed as
Exhibit 3.2, provide that
Progolftournaments.com will indemnify its
officers and directors for costs and expenses
incurred in connection with the defense of
actions, suits, or proceedings against them on
account of their being or having been directors
or officers of Progolftournaments.com, absent
a finding of negligence or misconduct in
office. Progolftournaments.com's Bylaws also
permit Progolftournaments.com to maintain
insurance on behalf of its officers, directors,
employees and agents against any liability
asserted against and incurred by that person
whether or not Progolftournaments.com has the
power to indemnify such person against
liability for any of those acts.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and
controlling persons of the registrant, the
registrant has been advised that in the opinion
of the Securities and Exchange Commission such
indemnification is against public policy as
expressed in the Act and is, therefore,
unenforceable.
In the event that a claim for indemnification
against such liabilities (other than the
payment by the registrant of expenses incurred
or paid by a director officer or controlling
person of the registrant in the successful
defense of any action, suit or proceeding) is
asserted by such director, officer or
controlling person in connection with the
securities being registered, the registrant
will, unless in the opinion of its counsel the
matter has been settled by controlling
precedent, submit to a court of appropriate
jurisdiction the question whether such
indemnification by it is against public policy
as expressed in the Act and will be governed by
the final adjudication of such issue.
Item 15. Recent Sales of Unregistered
Securities.
Set forth below is information regarding the
issuance and sales of Progolftournaments.com's
securities without registration since its
formation. No such sales involved the use of
an underwriter and no commissions were paid in
connection with the sale of any securities.
(a) On September 3, 1999,
Progolftournaments.com issued 1,000,000 shares
of common stock to an officer and director in
exchange for his development of the concept and
business plan and his assigning of all of his
proprietary rights to those two items. The
issuance of the shares was exempt from
registration under Regulation S of the
Securities Act of 1933
(b) On September 30, 1999,
Progolftournaments.com issued a total of
8,861,300 shares of common stock to
shareholders, in addition to the issuance
for the concept and preliminary business
plan. Total consideration for these
shares was $ 83,004.
Progolftournaments.com's shares were
valued from $ 0.001 per share to $ 0.50
per share. The issuance of these shares
was exempt from registration under
Regulation S of the Securities Act of
1933.
Item 16(a). Exhibits.
Exhibit Name
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Opinion re: Legality
23.1 Consent of Independent
Auditors
23.2 Consent of Counsel (see
Exhibit 5.1)
27.1 Financial Data Schedule
Item 16(b). Financial Statement Schedules
As of September 30, 1999,
Progolftournaments.com:
has no valuation or qualifying accounts
does not have a substantial portion of its
business devoted to acquiring and holding for
investment real estate or interests therein
has one subsidiary
has no investments in mortgage loans on
real estate.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in
which offers or sales are being made, a
post-effective amendment to this
registration statement:
(a) To include any prospectus
required by section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the
prospectus any facts or events
arising after the effective date of
the registration statement (or the
most recent post-effective amendment
thereof) which, individually or in
the aggregate, represent a
fundamental change in the information
set forth in the registration
statement. Notwithstanding the
foregoing, any increase or decrease
in volume of securities offered (if
the total dollar value of securities
offered would not exceed that which
was registered) and any deviation
from the low or high end of the
estimated maximum offering range may
be reflected in the form of
prospectus filed with the Commission
pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and
price represent no more than 20%
change in the maximum aggregate
offering price set forth in the
"Calculation of Registration Fee"
table in the effective registration
statement; and
(c) To include any material
information with respect to the plan
of distribution not previously
disclosed in the registration
statement or any material change to
such information in the registration
statement.
(2) That, for the purpose of
determining any liability under the
Securities Act of 1933, each such post-
effective amendment shall be deemed to be
a new registration statement relating to
the securities offered therein, and the
offering of such securities at that time
shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by
means of a post-effective amendment any of
the securities being registered, which
remain, unsold at the termination of the
offering.
(4) That, for purposes of
determining any liability under the
Securities Act of 1933, each filing of the
registrant's annual report pursuant to
section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is
incorporated by reference in the
registration statement shall be deemed to
be a new registration statement relating
to the securities offered therein, and the
offering of such securities at that time
shall be deemed to be the initial bona
fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused
this registration statement to be signed on its
behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of
Ontario, CANADA, on November 15, 1999.
PROGOLFTOURNAMENTS.COM
/s/ Howard I. Klein
By Howard I. Klein
Its President
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has
been signed by the following persons in the
capacities and on the dates indicated.
s/s Howard I. Klein President, Secretary and
Director Date: ____________
Howard I. Klein
s/s Michael R. Levine Vice President and
Director
Date: ____________ Michael R. Levine
s/s Sandy Winick Treasurer and
Director Date: ____________
Sandy Winick
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
AUDIT REPORT
September 30, 1999
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM
PAGE
Report of CertifiedPublic Accountant F-
1
Consolidated Balance Sheet, September 30, 1999
F-2
Consolidated Statement of
Operations, for the period September
3, 1999 through
September 30, 1999 F-
3
Consolidated Statement of Stockholders
Equity (Deficit), from September
3, 1999 through
September 30, 1999 F-
4
Consolidated Statement of Cash Flows,
For the period from September
3, 1999 through
September 30, 1999
F-5
Notes to Financial Statements F-6 F-
7
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
(303) 220-0227
Board of Directors
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
3266 Yonge Street, #1203
Toronto, ON M4N3P6 Canada
I have audited the accompanying Consolidated
Balance Sheet of PROGOLF TOURNAMENTS.COM AND
SUBSIDIARY (A Development Stage Enterprise) as
of September 30, 1999 and the Consolidated
Statements of Operations, Stockholders Equity,
and Cash Flows for the period from September 3,
1999 (Inception) through September 30, 1999.
My examination was made in accordance with
generally accepted auditing standards, and
accordingly, included such tests of the
accounting records and such other auditing
procedures as we considered necessary in the
circumstances.
In my opinion, the consolidated financial
statements referred to above present fairly
accurately, in all material respects, the
financial position of PROGOLF TOURNAMENTS.COM
AND SUBSIDIARY (A Development Stage Enterprise)
as of September 30, 1999, and the results of
its consolidated operations and changes in its
cash flows for the period from September 3,
1999 (Inception) through September 30, 1999, in
conformity with generally accepted accounting
principles applied on a consistent basis.
Janet Loss, C.P.A., P.C.
November 24, 1999
F-1
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
September 30, 1999
ASSETS
CURRENT ASSETS:
Cash in checking $ 76,578
Common Stock Subscription
Receivable 6,426
TOTAL CURRENTS ASSETS 83,004
OTHER ASSETS:
Organizational Costs,
net of amortization 1,042
TOTAL ASSETS 84,046
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts Payable, trade 260
STOCKHOLDERS EQUITY:
Preferred Stock, $0.001 par
Value; 10,000,000 shares
Authorized, none issued 0
Common Stock, $0.001 par
Value; 50,000,000 shares
Authorized, 9,861,300 shares
Issued and outstanding 9,861
Additional Paid-In capital 85,080
Retained earnings (Deficit) (11,155)
Total Stockholders Equity 83,786
Total Liabilities and
Stockholders Equity 84,046
The accompanying notes are an integral part of
the financial statements.
F-2
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOIDATED STATEMENT OF OPERATIONS
For the period from September 3, 1999
(Inception)
Through September 30, 1999
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.
F-3
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(DEFICIT)
For the period from September 3, 1999
(Inception)
Through September 30, 1999
<TABLE>
<CAPTION>
(Deficit)
Common Accumulated
Stock Total
Number of Common Additional During the Stockholders
Shares Stock Development
Amount Paid-In Equity
Capital Stage
(Deficit)
<S> <C> <C> <C> <C> <C>
Balance 0 0 0 0 0
September 3,
1999
Shares
issued for 8,861,300 8,861 0 85080 93,941
cash,
September 3,
1999
Shares
issued for
services, 1,000 0 0
September 3, 1,000,000 1,000
1999
Net (Loss)
for the
period ended
September 3,
1999 0 0 0 (11155) (11,155)
Balances
September,30 9,861,300 9,861 85,080 (11,155) 83,786
, 1999
</TABLE>
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period from September 3, 1999
(Inception)Through September 30, 1999
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (Loss) (11,155)
Adjustments to Reconcile
Net (Loss) to Cash Flow From
Operating Activities:
Increase in Common Stock
Subscription Receivable (6,426)
Increase in organizational costs (1,060)
Increase in accounts payable 260
Amortization 18
Net cash provided (Used)
By operating activities (18,363)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of Common
Stock 94,941
NET INCREASE IN CASH 76,578
Cash, Beginning of the period 0
Cash, end of the period 76,578
The accompanying notes are an integral part of
the financial statements.
F-5
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE I ORGANIZATION AND HISTORY
Progolftournaments.com was organized under the
laws of the State of Nevada on September 3,
1999 and has been in the development stage
since its formation. The wholly owned
subsidiary, PROGOLF TOURNAMENTS.COM, INC. is an
Ontario-Canada Corporation incorporated
September 29, 1999.
Progolftournaments.coms only activities have
been organizational, directed at acquiring its
principal assets, raising its initial capital
and developing its business plan.
NOTE II SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The financial statements have been prepared and
presented in accordance with US G.A.A.P.
Development Stage Activities
Progolftournaments.com has been in the
development stage since its inception.
Basis of Financial Statements
The financial statements reflect the assets and
liabilities of PROGOLF TOURNAMENTS.COM, a
Nevada Corporation, and its wholly owned
subsidiary, PROGOLF TOURNAMENTS.COM, INC., an
Ontario Corporation, incorporated September 3,
1999 and September 29, 1999, respectively.
Progolftournaments.com Financial Statements
were prepared and are presented in accordance
to US G.A.A.P.
These financial statements are prepared on a
consolidated basis. The accounts of the
subsidiary company are reflected in these
financial statements. All material
intercompany accounts and transactions have
been eliminated.
Accounting Method
Progolftournaments.com records income and
expenses on the accrual method.
F-6
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
bg
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand,
cash on deposit and highly liquid investments
with maturities generally of three months or
less.
Organizational Costs
Costs incurred in organizing
Progolftournaments.com are being amortized over
a sixty-month period.
Use of Estimates
The preparation of Financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the reported amounts
of assets and liabilities and disclosure of
contingent assets and liabilities at the date of
the financial statements and revenues and
expenses during the reported period. Actual
results could differ from those estimates.
Currency Exchange
The Financial statements are presented in
dollar amounts based on United States Currency
Exchange.
Fiscal Year
Progolftournaments.com adopted a fiscal year
end of September 30th.
NOTE III - SUBSEQUENT EVENT.
Subscriptions receivable in the amount of $
6,426.00 were received by the Company, the
final being received October 10, 2000.
F-7
EXHIBIT 5.1
OPINION AS TO LEGALITY
December 3, 1999
Progolftournaments.com
1177 West Hastings
Suite 2110
Vancouver, BC V6E 2K3
CANADA
Re: Progolftournaments.com Registration
Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for
Progolftournaments.com, a Nevada corporation
(the "Company"), in connection with the
preparation of the registration statement on
Form S-1 (the "Registration Statement") filed
with the Securities and Exchange Commission(the
"Commission") pursuant to the Securities Act of
1933, as amended (the"Act"), relating to the
public offering (the "Offering") of up to
2,500,000 shares (the "Shares") of the
Company's common stock, $.001 par value (the
Common Stock"), to be sold by the selling
stockholders. This opinion is being furnished
pursuant to Item 601(b)(5) of Regulation S-K
under the Act.
In rendering the opinion set forth below,
we have reviewed (a) the Registration Statement
and the exhibits thereto; (b) the Company's
Articles of Incorporation; (c) the Company's
Bylaws; (d) certain records of the Company's
corporate proceedings as reflected in its
minute books; and (e) such statutes, records
and other documents as we have deemed relevant.
In our examination, we have assumed the
genuineness of all signatures, the authenticity
of all documents submitted to us as originals,
and conformity with the originals of all
documents submitted to us as copies thereof. In
addition, we have made such other examinations
of law and fact as we have deemed relevant in
order to form a basis for the opinion
hereinafter expressed.
Based upon the foregoing, we are of the
opinion that the Shares are validly issued,
fully paid and nonassessable.
We hereby consent to the use of this
opinion as an Exhibit to the Registration
Statement and to all references to this Firm
under the caption "Interests of Named Experts
and Counsel in the Registration Statement.
Very truly
yours,
VANDEBERG
JOHNSON &
GANDARA
James L.
Vandeberg
VEO:lmt
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1777 S. Harrison Street
Suite 2100
Denver, CO 80210
The Board of Directors
Progolftournaments.com and Subsidiary
3266 Yonge Street, Suite 1203
Toronto ON M4N 3P6 Canada
Dear Sirs:
This letter will authorize you to include the
Audit of your company dated September 30, 1999
and the Audit Report dated November 24, 1999 in
the Registration Statement currently under
review with the Securities and Exchange
Commission.
Yours Truly,
Janet Loss, C.P.A., P.C.
February 22, 2000
