<PAGE> 1
Date Filed: June 8, 2000 SEC File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UBETIGOLF, INC.
----------------------------------------------
(Name of small business issuer in its Charter)
Utah 87-0653434
------------------------------ ----------------------
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1108 Brookhaven Drive, Kaysville, Utah 84037 (801)546-4637
-------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
7999
--------------------------------------------------------
(Primary Standard Industrial Classification Code Number)
Copies to: Registered Agent:
Elliott N. Taylor, Esq. Burke T. Maxfield, President
John C. Thompson, Esq. UbetIGolf, Inc.
Taylor and Associates, Inc. 1108 Brookhaven Drive
Attorneys and Counselors at Law Kaysville, Utah 84037
2681 Parleys Way, Suite 203 Phone: (801) 546-4637
Salt Lake City, Utah 84109 Fax: (603) 462-7326
Phone: (801) 463-6080 ------------------------------------
Fax: (801) 463-6085 (Name, address, including zip code,
and telephone number, including area
code, of agent for service)
Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to Offering Price Aggregate Offering Registration
to be Registered be Registered per Share Price Fee (1)(2)
------------------- ----------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Shares of Common
Stock, $0.001 par
value 1,500,000 Shares $ 0.10 $ 150,000 $ 40.00
<FN>
(1) Estimated solely for purposes of calculating the registration fee based on 1,500,000 shares
of common stock offered at $0.10 per share.
(2) The registration fee has been calculated in accordance with Fee Rate Advisory No. 11, issued
January 5, 2000, based on $264 per $1,000,000 or .000264 of the aggregate offering amount.
</FN>
</TABLE>
<PAGE>
<PAGE> 2
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 of
1933, check the following box. [X]
The Registrant hereby amends this registration statement on such 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 Commission, acting pursuant to said section
8(a), may determine.
<PAGE>
<PAGE> 3
Table of Contents
Pursuant to Item 502(f) of Regulation S-B
Section Page
------- ----
PROSPECTUS SUMMARY ............................................... 6
The Company ................................................. 6
The Offering ................................................ 7
Summary of Financial Data ................................... 8
Capitalization .............................................. 9
RISK FACTORS ..................................................... 10
Risk Factors Relating to the Business of the Company ........ 10
Risk Factors Relating to the Offering ....................... 12
Dilution .................................................... 15
Comparative Data ............................................ 16
PLAN OF DISTRIBUTION ............................................. 17
USE OF PROCEEDS .................................................. 18
DESCRIPTION OF BUSINESS .......................................... 18
Organization and Corporate History .......................... 19
Business in General ......................................... 19
Plan of Operation ........................................... 19
Products and Services ....................................... 20
Marketing ................................................... 22
Competition ................................................. 23
Manufacturing, Supplies, and Quality Control ................ 24
Domain Names and Copyrights ................................. 24
Research and Development .................................... 24
Regulation and Environmental Compliance ..................... 24
Employees ................................................... 24
DESCRIPTION OF PROPERTY .......................................... 24
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES ......... 25
Director and Executive Officer .............................. 25
Biographical Information .................................... 25
REMUNERATION OF OFFICERS AND DIRECTORS ........................... 26
Employment Agreements and Benefits .......................... 26
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ......... 27
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS .... 27
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS ........ 28
DESCRIPTION OF CAPITAL STOCK ..................................... 28
LITIGATION ....................................................... 30
LEGALITY OF SHARES ............................................... 30
EXPERTS .......................................................... 30
ADDITIONAL INFORMATION ........................................... 30
INDEX TO FINANCIAL STATEMENTS .................................... 31
FINANCIAL STATEMENTS ............................................. 32
<PAGE>
<PAGE> 4
[FRONT COVER PAGE]
SUBJECT TO COMPLETION -- DATED JUNE __, 2000
UBETIGOLF, INC.
1,500,000 Shares of Common Stock
This Prospectus relates to the public offering for cash (the "Offering") by
UbetIGolf, Inc. (the "Company"), 1108 Brookhaven Drive, Kaysville, Utah 84037
of up to 1,500,000 shares of Common Stock, par value $0.001 per share (the
"Common Stock"). It is currently estimated that the initial public offering
price will be $0.10 per share. See "PLAN OF DISTRIBUTION" for a discussion of
the factors considered in determining the initial public offering price.
Prior to this Offering, there has been no public market for the Common Stock,
and there is no assurance that one will develop following the Offering
described in this Prospectus. The Company will seek a securities broker-
dealer to apply to have the Company's Common Stock included for quotation in
the over-the-counter market on the National Association of Securities Dealers,
Inc. OTC Bulletin Board (the "OTC Bulletin Board") under the symbol "UBIG" on
the successful completion of the minimum Offering. (See "MARKET FOR COMMON
EQUITY AND RELATED SHAREHOLDER MATTERS.")
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND
IMMEDIATE AND SUBSTANTIAL DILUTION FROM THE PUBLIC OFFERING PRICE.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE SECTIONS ENTITLED "RISK
FACTORS" AT PAGE 10 AND "DILUTION" AT PAGE 15.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION; NOR HAS THE COMMISSION
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING; NOR HAS ANY STATE
SECURITIES DIVISION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
==============================================================================
Price to Underwriting Commissions Proceeds to the
Public or Discounts (1)(2) Company (3)(4)
------------------------------------------------------------------------------
Per Share............... $ 0.10 $ 0.01 $ 0.09
Total Minimum........... $ 50,000 $ 5,000 $ 45,000
Total Maximum........... $150,000 $ 15,000 $ 135,000
==============================================================================
[Footnotes are found on the following page]
No person has been authorized in connection with any offering made hereby to
give any information or to make any representation not contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
security other than the Common Stock offered by this Prospectus, nor does it
constitute an offer to sell or a solicitation of any offer to buy any Common
Stock offered hereby to any person in any jurisdiction where it is unlawful to
make such an offer or solicitation to such person. Neither the delivery of
this Prospectus nor any sale hereunder shall under any circumstances create
any implication that information contained herein is correct as of any time
subsequent to the date hereof.
ALL SUBSCRIBERS' CHECKS SHOULD BE MADE PAYABLE TO "ESCROW SPECIALISTS-
UBETIGOLF, INC., ESCROW ACCOUNT."
The date of this Prospectus is __________, 2000
<PAGE> 5
(1) The offering price of the Common Stock has been arbitrarily determined by
the Company. The price bears no relationship to the assets or book value of
the Company or to any other recognized criteria of value, nor does it
represent that the Common Stock has a value or could be resold at that price.
There is no assurance that a market for the Common Stock will develop after
the Offering. The Common Stock is offered for cash only. (See "PLAN OF
DISTRIBUTION.")
(2) The Common Stock is offered by the management of the Company on the terms
described under the caption "Plan of Distribution." There is no assurance
that any or all of the Common Stock will be sold. Management of the Company
will not be paid any commission on the sale of the Common Stock. Prior to
making such sales in any state, the officers and directors will meet the
requirements of each state regarding registration as a sales agent or
broker/dealer, or a proper exemption from such registration. Management
believes that its officers and directors should not be deemed to be
broker/dealers in connection with the sale of the Common Stock pursuant to
Rule 3a4-1 promulgated by the Securities and Exchange Commission. However,
the Company has not received, and will not seek, any ruling to such effect
from the Commission. The Company may also enter into agreements with certain
selected dealers to sell the Shares, in which event the Company will pay a
sales commission of ten percent (10%) to such selected dealers for actual
sales. For purposes of estimating net proceeds, the full ten percent (10%)
commission is assumed to be payable hereunder. (See "PLAN OF DISTRIBUTION.")
(3) The proceeds to the Company do not reflect the deduction of expenses of
this offering which the Company will pay. These expenses, as presently
estimated, are not expected to exceed $20,000, and include the Company legal
and accounting fees, registration fees, transfer agent fees, escrow agent
fees, and printing costs, but does not include potential underwriting
commissions. (See "USE OF PROCEEDS.")
(4) The Common Stock is being offered on a "best efforts, 500,000 shares
minimum, 1,500,000 shares maximum" basis during an offering period of 90 days,
unless extended by the Company for an additional 90 days (the "Offering
Period"). There is no assurance that any or all of the Common Stock will be
sold. The Company reserves the right to close the Offering upon the sale of
the minimum number of shares of Common Stock offered. All proceeds from the
sale of the Common Stock will be promptly deposited in an escrow account with
ESCROW SPECIALISTS, 3755 Washington Blvd., Ogden, Utah 84403, and promptly
returned to subscribers in full, without paying interest or deducting
expenses, unless 500,000 shares offered are sold and paid for during the
Offering Period. All subscribers' checks should be made payable to "ESCROW
SPECIALISTS-UBetIGolf, Inc., Escrow Account." (See "PLAN OF DISTRIBUTION.")
The Common Stock is offered subject to prior sale and to withdrawal or
cancellation of the offering without notice. Offers to purchase and sales by
the Company are subject to: (a) acceptance by the Company; (b) the sale of at
least the minimum shares offered herein; (c) the release and delivery to the
Company of proceeds of this Offering; and (d) the right of the Company and
selected dealers, if applicable, to reject any and all offers to purchase.
[STATE DISCLAIMERS, IF APPLICABLE]
<PAGE>
<PAGE> 6
Changes in the Offering which occur after the date hereof, if any, will
necessitate the filing with the Securities and Exchange Commission (the
"Commission") of an amendment to the registration statement of which this
Prospectus forms a part (the "Registration Statement") and review and
declaration of effectiveness by the Commission of such amendment. There can
be no assurance that any such amendment will become effective. Should the
Company file a post-effective amendment and such amendment is not declared
effective by the Commission, all funds will be returned to the investor if the
minimum number of shares of Common Stock has not been purchased or all funds
will be kept by the Company and the investors will be issued shares of Common
Stock purchased hereunder if the minimum number of subscriptions has been
achieved or exceeded.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in this Prospectus.
THE COMPANY
UbetIGolf, Inc., a Utah corporation (the "Company"), was organized on April
25, 2000, to take advantage of existing proprietary and non-proprietary
software (the "Software") development by the Company's President and Principal
Shareholder, Burke T. Maxfield. The Company's Software calculates and
chronicles numerous types of golf league and group competitions. The Company
proposes to create an internet website to attract golfers worldwide by
providing various localized services to amateur golfers, golf leagues, golf
groups, golf tournament committees and golf course pro shops and make local
tournament results and league play scores available for "peer review".
The Company intends to utilize the Offering Proceeds for the initial
development of the Company's website. Once the Company's website is
developed, the Company intends to generate revenues from the sale of banner
advertising and/or usage fees charged to golf pro shops, golf groups and golf
leagues.
The Company's principal offices are located at the home of its President and
principal shareholder at 1108 Brookhaven Drive, Kaysville, Utah 84037. The
Company's telephone number is (801) 546-4637. The Company's facsimile number
is (603) 462-7326. (See "RISK FACTORS" and "DESCRIPTION OF BUSINESS.")
<PAGE>
<PAGE> 7
THE OFFERING
Issuer and contact ................UbetIGolf, Inc., Burke T. Maxfield, Pres.
1108 Brookhaven Drive, Kaysville, UT 84037
Phone: (801) 546-4637
Fax: (603) 462-7326
Securities Offered.................1,500,000 shares of Common Stock, par value
$0.001 per share (See "DESCRIPTION OF
CAPITAL STOCK.")
Shares of Common Stock Outstanding
Prior to the Offering.............Common Stock: 6,000,000
Shares of Common Stock Outstanding
After the Offering................Common Stock: 6,500,000 (Minimum)
7,500,000 (Maximum)
Offering Price Per Share...........$0.10
Estimated Net Proceeds to the
Company (1).......................$25,000 (Minimum)
$115,000 (Maximum)
Use of Proceeds....................The Company intends to use the net minimum
proceeds of this Offering to develop an
internet web site. The Company intends to
use the net maximum proceeds from the
Offering for general and administrative
expenses and additional working capital.
(See "USE OF PROCEEDS.")
Risk Factors.......................An investment in shares of Common Stock
offered hereby involves a high degree of
risk and immediate and substantial
dilution. These risks included among other
risks, risks associated with the absence of
operating revenues or profitable operations
to date, development of an internet web
site, uncertainty the Company will achieve
operating revenues or profitable operations
in the future, undercapitalization, and the
possible need for additional financing.
Accordingly, the shares of Common Stock
offered hereby should not be purchased by
persons who cannot afford the loss of their
entire investment. (See "RISK FACTORS" and
"DILUTION.")
Proposed OTC Bulletin
Board Symbol......................Common Stock: "UBIG" (See "MARKET FOR
COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS.")
------------------------
(1) After deduction of possible sales commissions and Offering expenses
estimated at $25,000, if the minimum Offering is sold and $35,000, if the
maximum Offering is sold.
<PAGE>
<PAGE> 8
Summary Financial Information
-----------------------------
The following table sets forth selected summarized financial data for the
Company at the dates and for the periods indicated. The data should be read
in conjunction with the financial statements and notes thereto set forth
elsewhere in this Prospectus.
STATEMENT OF OPERATIONS DATA:
----------------------------- From Inception
(April 25, 2000)
to April 30, 2000
-----------------
Revenues ........................ $ -
Expenses ........................ $ 550
Net (Loss)....................... $ (550)
Basic (Loss) per Share .......... $ (0.00)
Weighted Average Number
of Shares Outstanding.......... 6,000,000
Actual as of
April 30, 2000
----------------
BALANCE SHEET DATA:
------------------
Total Current Assets............. $ 10,000
Total Assets..................... $ 10,000
Total Current Liabilities ....... $ 550
Working Capital ................. $ 9,450
Shareholders' Equity ............ $ 9,450
<PAGE>
<PAGE> 9
Capitalization
--------------
The following table sets forth the capitalization of the Company as of April
30, 2000. The proforma amounts give effect to the sale of both the minimum
500,000 and the maximum 1,500,000 shares of Common Stock offered by the
Company at $0.10 per share and the receipt by the Company of $50,000 and
$150,000, respectively, the estimated minimum and maximum gross proceeds
therefrom, without deducting possible commissions paid broker/dealers in
connection with the Offering. The table should be read in conjunction with
the financial statements and notes thereto included in this Prospectus.
April 30, Assuming Assuming
2000 Minimum Maximum
Actual Shares Sold Shares Sold
----------- ----------- -----------
Stockholders' Equity:
Preferred Stock, par value
$0.001 per share; no shares
issued and outstanding - - -
Common Stock, par value
$0.001 per share; 100,000,000
shares authorized;
6,000,000 shares issued
and outstanding 6,000
6,500,000 shares issued
and outstanding 6,500
7,500,000 shares issued
and outstanding 7,500
Additional paid-in capital 4,000 53,500 152,950
Deficit accumulated during
development stage (550) (550) (550)
----------- ----------- -----------
Total stockholders' equity $ 9,450 $ 52,950 $ 151,950
=========== =========== ===========
<PAGE>
<PAGE> 10
RISK FACTORS
THE PURCHASE OF THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. PROSPECTIVE INVESTORS SHOULD CONSIDER, IN ADDITION TO THE NEGATIVE
IMPLICATIONS OF ALL MATERIAL SET FORTH HEREIN, THE FOLLOWING RISK FACTORS.
RISK FACTORS RELATING TO THE BUSINESS OF THE COMPANY
Start-up or Development Stage Company
-------------------------------------
The Company has had limited operations since its organization and is a "start-
up" or "development stage" company. Although the Company's President has had
prior experience in start of businesses, no assurance can be given that the
Company will be able to compete with competitors that have greater financial
resources than the Company. The purchase of the shares of Common Stock
offered hereby must be regarded as the placing of funds at a high risk in a
new or "start-up" venture with all the unforeseen costs, expenses, problems,
and difficulties to which such ventures are subject. Accordingly, the shares
of Common Stock offered hereby should not be purchased by persons who cannot
afford the loss of their entire investment. (See "USE OF PROCEEDS" and
"DESCRIPTION OF BUSINESS.")
Ability of Company to Continue as a Going Concern
-------------------------------------------------
The report of the Company's auditors contains a modification as to the ability
of the Company to continue as a going concern. Without funding from the
proceeds of this Offering or the timely receipt by the Company of additional
equity or debt financing from other sources, of which there can be no
assurance that the funds will be received, there is substantial doubt as to
the Company's ability to continue in business. (See "FINANCIAL STATEMENTS:
Independent Auditors' Report" and "USE OF PROCEEDS.")
No Revenues, No Assurance of Profitability
------------------------------------------
The Company had an operating loss of $550 since its inception due to the costs
and expenses associated with a start-up operation. As of April 30, 2000, the
date of the Company's most recent financial statements included in this
Prospectus, the Company has experienced no revenues from the sale of any
products or services and has working capital of $9,450. As of the date of this
Prospectus the Company has not developed an internet web site application or
established the commercial viability of its Software and services. As a
result, the Company has not received revenues from operations. Therefore, the
Company's ability to successfully implement its business plan is highly
dependent on the completion of this Offering or the Company's ability to
obtain additional equity or debt financing from other sources. There can be
no assurance that the Company will be able to develop into a successful or
profitable business. (See "DESCRIPTION OF BUSINESS.")
Possible Need for Additional Financing
--------------------------------------
The Company has not received revenues from operations and does not anticipate
commencing operations until the development of an internet web site
application for its Software. It is anticipated the Company will not receive
any revenues from operations before available working capital is expended.
Accordingly, the completion of this Offering is critical to the Company's
success. If funds are not received from this Offering by the end of the
Offering Period, the Company will seek funding from other sources, including
loans from its President.
<PAGE> 11
The funds available to the Company from this Offering may not be adequate for
it to take advantage of all the opportunities that may be available to the
Company. Even if the Company does have sufficient funds to finance its planned
and future operations, it may not have sufficient capital to fully exploit
such opportunities. Therefore, the ultimate success of the Company may depend
on its ability to raise additional capital. There is no assurance that any
additional funds will be available from any source or, if available, that the
Company will be successful in its business operations. (See "USE OF
PROCEEDS.")
Dependence on Management and Key Personnel
------------------------------------------
The Company has been substantially dependent on the services of its President
Burke T. Maxfield, and will continue for some time to be dependent on the
general business acumen and experience of Mr. Maxfield to make the business
decisions required on behalf of the Company. On completion of the minimum
Offering, Mr. Maxfield intends to appoint two additional persons to the
Company's board of directors. Thereafter, shareholders will be substantially
reliant on the overall general business acumen and experience of all of the
Company officers and directors. The Company does not have an employment
agreement nor does it carry key-man insurance on Mr. Maxfield. Therefore, the
loss of Mr. Maxfield's services could have a material adverse effect on the
Company's operations. The decision whether to purchase the shares of Common
Stock offered hereby depends primarily on an evaluation of the Company's
management and its ability to implement its business plan. Accordingly,
persons considering the purchase of the securities offered hereby should
consider carefully the information contained herein concerning the Company's
management. (See "MANAGEMENT.")
Software Protection and Infringement
------------------------------------
The Company relies on a combination of trade secret, copyright and trademark
laws, nondisclosure and other contractual agreements and technical measures to
protect its proprietary rights in its Software. Such protections may not
preclude competitors from developing products with features or that perform
functions similar to the Company's Software. The Company believes that its
Software and other proprietary rights do not infringe on the proprietary
rights of third parties. There can be no assurance, however, that third
parties will not assert infringement claims against the Company in the future.
The successful assertion of such claims would have a material adverse effect
on the Company's business, operating results and financial condition. (See
"DESCRIPTION OF BUSINESS.")
Competition
-----------
The Company knows of no other software applications that are available off-
the-shelf or via the internet that offer the same services and functionality
as the Company's Software. However, offering any services over the internet is
a highly competitive business and the Company will compete directly and
indirectly with companies that have substantially greater financial resources,
experience, and technical and marketing personnel than the Company. Management
of the Company believes, however, that the Company can achieve and maintain a
competitive advantage with emphasis on design and functionality of its
Software to make the internet application of its services competitive in the
e-commerce marketplace. "DESCRIPTION OF BUSINESS.")
<PAGE>
<PAGE> 12
Limited Liability of Management
-------------------------------
The Utah Revised Business Corporation Act generally provide that a company's
directors shall have no personal liability to the company or its stockholders
for monetary damages for breaches of their fiduciary duties as directors,
except for breaches of their duty of loyalty, acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
acts involving unlawful payment of dividends or unlawful stock purchases or
redemptions, or any transaction from which a director derives an improper
personal benefit. Accordingly, shareholders may have no recourse against
directors of the Company for bad business decisions. However, liability of
directors for violation of the federal securities laws is not limited by these
provisions.
RISK FACTORS RELATING TO THE OFFERING
Best Efforts, Minimum - Maximum Offering
----------------------------------------
The Common Stock is being offered by the Company's President on a "best
efforts, 500,000 shares minimum, 1,500,000 shares maximum" basis, and no
individual, firm, or corporation has agreed to purchase or take down any of
the offered Common Stock. No assurance can be given that all of the Common
Stock will be sold. Provisions have been made to deposit in escrow the funds
received from the purchase of Common Stock, and in the event that $50,000 is
not received within 90 days of the effective date of the Prospectus (unless
extended by the Company for an additional 90 days) the proceeds collected will
be promptly refunded to investors without paying interest and without
deducting expenses of the Offering. (See "PLAN OF DISTRIBUTION.")
Substantial and Immediate Dilution
----------------------------------
Persons purchasing shares of Common Stock in this Offering will suffer a
substantial and immediate dilution to the net tangible book value of the
Common Stock so acquired below the offering price. As of April 30, 2000, the
Company had a net tangible book value (total tangible assets less total
liabilities) of $9,450, or approximately $0.002 per share. After giving
effect to the sale of the minimum 500,000 shares of Common Stock, the net
tangible book value per share will be approximately $0.009, or a dilution to
subscribers of approximately $0.091 per share. After giving effect to the
sale of the maximum 1,500,000 shares of Common Stock, the net tangible book
value per share will be approximately $0.021, or a dilution to subscribers of
approximately $0.079 per share. (See "DILUTION.")
Issuance of Additional Common Stock and Preferred Stock
-------------------------------------------------------
The Company currently has authorized 100,000,000 shares of Common Stock, par
value $0.001 per share, of which 6,000,000 shares were issued and outstanding
prior to this Offering. The Company currently has authorized 5,000,000 shares
of Preferred Stock, par value $0.001 per share, of which no shares were issued
and outstanding. Although the Company's Board of Directors has no present
intention to do so, the Board of Directors has authority, without action by or
vote of the Company's Shareholders, to issue all or part of the authorized but
unissued shares. In addition, the Company's Board of Directors has authority,
without action by or vote of the Company's Shareholders, to fix and determine
the rights, preferences, and privileges of the Preferred Stock, which may be
given voting rights superior to that of the Common Stock, which power may be
used to hinder or deter a takeover proposal, should any occur.
<PAGE>
<PAGE> 13
Any issuance of additional shares of Common Stock or Preferred Stock will
dilute the percentage ownership interest of Shareholders and may further
dilute the book value of the Company's shares. (See "DESCRIPTION OF CAPITAL
STOCK.")
Arbitrary Offering Price of the Common Stock
--------------------------------------------
The offering price of the Common Stock has been arbitrarily determined by the
Company and may not be indicative of the market price of the Common Stock
after the Offering or the value of the Company. Among the factors considered
were the Company's proposed operations and products, capital requirements, and
the anticipated marketability of the Common Stock. The offering price bears no
relationship to the price or value per share paid by existing Shareholders of
the Company, nor the Company's assets, earnings, net tangible book value or
any other recognized criteria of value.
No Public Market for the Company's Securities and Illiquid Nature of
Investment
--------------------------------------------------------------------
At the present time, there is no public market for any of the Company's
securities, and there is no assurance that a public market will develop after
the Offering. Upon completion of the minimum Offering, the Company will seek
a securities broker-dealer to become a market maker (the "Market Maker") for
the Company's Common Stock. The Market Maker will then apply to have the
Company's Common Stock included for quotation in the over-the-counter market
on the OTC Bulletin Board under the proposed symbol "UBET." Once the Company
has been given a symbol for its Common Stock there can be no assurance that
the Market Maker's market making activities will continue, or that an active
trading market will be developed or maintained. The future market price of
the Common Stock may be highly volatile. There have been periods of extreme
fluctuation in the stock market that, in many cases, were unrelated to the
operating performance of, or announcements concerning the issuers of the
affected securities. Securities of issuers having relatively limited
capitalization, limited market makers or securities recently issued in a
public offering are particularly susceptible to fluctuations based on short-
term trading strategies of certain investors. Although the initial public
offering price of the Common Stock reflects the Company's assessment of
current market conditions, there can be no assurance that such price will be
maintained following the Offering. Therefore, Purchasers of the Company's
securities may not be able to liquidate their investment readily or at all.
(See "PLAN OF DISTRIBUTION" and "MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.")
Designated Security/Penny Stock
-------------------------------
Following completion of this Offering, and upon successful listing of the
Common Stock on the OTC Bulletin Board, if the bid price for the Company's
Common Stock is below $5.00 per share, the Company's Common Stock would be
subject to special sales practice requirements applicable to "designated
securities" and "penny stock." No assurance can be given that the bid price
for the Company's Common Stock will be above $5.00 per share following the
Offering. If such $5.00 minimum bid price is not maintained and another
exemption is not available, the Company's Common Stock would be subject to
additional sales practice requirements imposed on broker-dealers who sell the
Common Stock to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse).
<PAGE>
<PAGE> 14
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written agreement to the transaction prior to the sale. These rules may be
anticipated to affect the ability of broker-dealers to sell the Company's
Common Stock, which may in turn be anticipated to have an adverse impact on
the market price for the Common Stock and the ability of purchasers to sell
their shares in the secondary market.
Lack of Dividends
-----------------
The Company has not paid and does not plan to pay dividends in the foreseeable
future even if the Company is profitable. Earnings, if any, are expected to
be used to expand the Company's operations and for general corporate purposes,
rather than to make distributions to Shareholders.
Possible Sale of Common Stock Pursuant to Rule 144
--------------------------------------------------
The Company has previously issued shares of Common Stock that constitute
"restricted securities" as that term is defined in Rule 144 adopted under the
Securities Act. Subject to certain restrictions, such securities may
generally be sold in limited amounts one year after their acquisition. The
Company issued 6,000,000 shares of Common Stock to the Company's founder in
connection with its organization. The shares of Common Stock issued to the
Company's founder may become eligible for resale under Rule 144 in April 2001.
(See "MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS").
Control by Existing Shareholder
-------------------------------
Upon completion of the minimum and/or maximum Offering, approximately 92.3%
and 80%, respectively, of the outstanding shares of Common Stock will be
beneficially owned by the current President and existing Shareholder of the
Company. As a result, the person currently in control of the Company will
continue to be in a position to elect at least a majority of the Board of
Directors of the Company, to dissolve, merge or sell the assets of the
Company, and generally, to direct the affairs of the Company. (See "RISK
FACTORS - Disproportionate Risk" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.")
Disproportionate Risks
----------------------
Upon completion of the minimum Offering, the present Shareholder will own
approximately 92.3% of the then issued and outstanding shares of the Company,
for which he will have contributed $10,000 cash and technology for which no
value has been determined or assigned. Persons purchasing shares of Common
Stock in the minimum Offering will own approximately 7.7% of the then issued
and outstanding shares, for which they will have paid $50,000, or
approximately 83.4% of the then invested capital. Upon completion of the
maximum Offering, the present Shareholder will own approximately 80% of the
then issued and outstanding shares of the Company. Persons purchasing shares
of Common Stock in the maximum Offering will own approximately 20% of the then
issued and outstanding shares, for which they will have paid $150,000, or
approximately 93.7% of the then invested capital. Consequently, the purchasers
in this Offering will bear a disproportionately greater risk investing in the
Company's business than its present Shareholder. (See "Dilution" and
"Comparative Data" in this section below.)
<PAGE>
<PAGE> 15
DILUTION
At April 30, 2000, the Company had a net tangible book value of $9,450. The
following table sets forth the dilution to persons purchasing Common Stock in
this Offering without taking into account any changes in the net tangible book
value of the Company after April 30, 2000, except the sale of the minimum and
maximum shares of Common Stock offered at the public offering price and
receipt of the minimum $50,000 and the maximum $150,000, gross proceeds
therefrom. The net tangible book value per share is determined by subtracting
total liabilities from the tangible assets of the Company divided by the total
number of shares of Common Stock outstanding.
Minimum Maximum
Shares Shares
Sold Sold
--------- ---------
Public offering price per share (1) $ 0.100 $ 0.100
Net tangible book value per share
before this offering (2) $ 0.002
Increase per share attributable to
to new investors (3) $ 0.007 $ 0.019
Adjusted net tangible book value per
share after this offering $ 0.009 $ 0.021
Dilution per share to new investors $ 0.091 $ 0.079
Percentage dilution 91% 79%
------------------------
(1) Offering price before deducting maximum sales commissions at 10%.
(2) Determined by dividing the number of shares of Common Stock outstanding
into the net tangible book value of the Company.
(3) Before deduction of the minimum and maximum sales commissions estimated
at $5,000 and $15,000, respectively.
<PAGE>
<PAGE> 16
COMPARATIVE DATA
The following chart illustrates the percentage of ownership in the Company
held by the present Shareholder, by the public investors that purchase the
minimum and maximum number of shares of Common Stock in this Offering, and a
comparison of the relative money invested by the present Shareholder of the
Company and by the public investors in this Offering.
Total Total
Shares Purchased Consideration Average
---------------- ------------- Price
Number % Amount % Per Share
---------------- ------------- ---------
Minimum Offering
Present Shareholder 6,000,000 92.3 $ 10,000 16.6(1) $ 0.002(2)
New Investors 500,000 7.7 $ 50,000 83.4(3) $ 0.100
Maximum Offering
Present Shareholder 6,000,000 80.00 $ 10,000 6.3(1) $ 0.002(2)
New Investors 1,500,000 20.00 $150,000 93.7(3) $ 0.100
------------------------
(1) Based on the total cash contributed by the existing Shareholder. No
value has been attributed to the technology contributed by the Shareholder.
(2) Determined by dividing the number of shares of Common Stock outstanding
at April 30, 2000, into the total consideration paid.
(3) Estimated gross proceeds from the Offering.
<PAGE>
<PAGE> 17
PLAN OF DISTRIBUTION
The Company will sell up to 1,500,000 shares of Common Stock to the public on
a "best efforts, 500,000 shares minimum, 1,500,000 shares maximum" basis.
There can be no assurance that any shares of Common Stock will be sold. If
the Company fails to sell the minimum number of shares of Common Stock within
the Offering Period (90 days from the date of this Prospectus, unless extended
by the Company for an additional 90 days) the offering will be terminated and
subscription payments will be promptly refunded in full to subscribers,
without paying interest or deducting expenses.
All subscription payments should be made payable to "ESCROW SPECIALISTS-
UBetIGolf, Inc., Escrow Account." The Company will deposit subscription
payments no later than noon of the next business day following receipt in the
escrow account maintained by ESCROW SPECIALISTS, as escrow agent, pending the
sale of the minimum number of shares of Common Stock within the specified
period. Such subscription payments will only be released from the escrow
account if the minimum number of Shares is sold or for the purpose of
refunding subscription payments to the subscribers. Subscribers will not have
the use or right to return of such funds during the escrow period, which may
last as long as 180 days. If the minimum is sold within the specified period,
net proceeds from subscribers will be disbursed to the Company.
The Common Stock is being offered by the management of the Company and no
commissions will be paid on sales made by management. The Company may enter
into agreements with certain selected broker-dealers to sell the shares of
Common Stock, in which event, the Company will pay a sales commission of ten
percent (10%) to such selected broker-dealers for actual sales. For purposes
of estimating net proceeds, the full ten percent (10%) commission is assumed
to be payable hereunder.
Determination of Offering Price
-------------------------------
Prior to the Offering there has been no market for the Company's Common Stock
and there can be no assurance that a regular trading market will develop on
completion of this Offering. The Offering price of the Common Stock was
determined by the Company and may not be indicative of the market price for
the Common Stock after the Offering or of the value of the Company. At this
time, an investment in the Company, which has no revenues from operations, is
an investment based on the perceived value of the Company's technology, its
management's ability, and business strategy, none of which can be quantified.
Among the factors considered in determining the initial public offering price
were the Company's proposed business activities and the scope and nature of
the services it intends to offer, the Company's limited operations, current
financial condition and need for additional working capital, its future
prospects, the experience of its management, the economics of the Company's
industry in general, prior sales of the Company's common stock, the general
condition of the equity securities market, the anticipated marketability of
the Company's common stock as compared to similar securities of companies
considered comparable to the Company, and other relevant factors. As stated
above, the factors considered are difficult to quantify and the initial public
offering price should be considered arbitrary and may be based more on a
perceived value at this time rather than an actual proven value. (See "RISK
FACTORS: Arbitrary Offering Price of the Common Stock.")
<PAGE>
<PAGE> 18
USE OF PROCEEDS
The gross proceeds to be received by the Company from the sale of the minimum
and the maximum number of shares of Common Stock are estimated at
approximately $50,000 and $150,000, respectively, before deducting the
possible sales commissions. It is anticipated that during the 12 month period
following the Offering, the Company intends to use the proceeds from the
Offering in the following general amounts and order of priority. The
allocation of proceeds is based on the Company's estimates.
Minimum Maximum
ITEM Amount % Amount %
---------------------------------- ---------- ----- ---------- -----
Legal Expenses 18,000 36.0 18,000 12.0
Accounting 2,000 4.0 2,000 1.3
Sales Commissions (if any)* 5,000 10.0 15,000 10.0
Initial Website/Database Development 5,000 10.0 15,000 10.0
Marketing/Sales Lead Acquisition 3,500 7.0 10,000 6.7
Working Capital 16,500 33.0 90,000 60.0
---------- ----- ---------- -----
TOTAL NET PROCEEDS $ 50,000 100.0 $ 150,000 100.0
========== ===== ========== =====
*If no sales commissions are paid, the funds estimated to be allocated for
such commissions will be added to working capital.
The amounts set forth merely indicate the general application of net proceeds
of the Offering. Actual expenditures relating to the development of the
Company's internet web site may differ from the estimates depending on change
orders and/or increased time charges from third parties. Management of the
Company recognizes that such proceeds may be insufficient to enable the
Company to fully exploit its business plan and objectives and the Company may
have to seek additional financing through loans, the sale of additional
securities, or other financing arrangements. No such arrangements exist or
are contemplated, and there can be no assurance that they may be available in
the future should the need arise. All funds not being utilized by the Company
for its proposed business will be held in interest bearing accounts, short
term interest bearing certificates of deposit, treasury bills, or other high
grade short term securities. Those funds which the Company receives, other
than from the Offering, will be utilized for the purpose of paying any
additional costs of this Offering and funding the Company business operations.
DESCRIPTION OF BUSINESS
This description of the Company's Business and Plan of Operation may contain
"forward-looking" statements. Examples of forward-looking statements include,
but are not limited to: (a) projections of revenues, capital expenditures,
growth, prospects, dividends, capital structure and other financial matters;
(b) statements of plans and objectives of the Company or its management or
Board of Directors; (c) statements of future economic performance; (d)
statements of assumptions underlying other statements and statements about the
Company and its business relating to the future; and (e) any statements using
the words "anticipate," "expect," "may," "project," "intend" or similar
expressions.
Organization and Corporate History
----------------------------------
The Company was organized on April 25, 2000, under the laws of the State of
Utah, by Burke T. Maxfield, who currently is the Company's sole officer,
director and shareholder. In connection with forming the Company, Mr.
Maxfield contributed certain proprietary and non-proprietary software (the
"Software") he has developed. The Software calculates and chronicles numerous
types of golf league and group competitions.
<PAGE> 19
Business in General
-------------------
UBetIGolf, Inc (UBIG) proposes the creation of an internet website which will
attract golfers worldwide by providing various localized services to amateur
golfers, golf leagues, golf groups, golf tournament committees and golf course
pro shops.
The general objective of UBIG will be to memorialize local tournament and
league play so that all competing participants will have the opportunity to
return to the UBIG website to review the results from any given round, double
check competition calculations, and provide a "peer review" mechanism for all
players.
UBIG will enable golf pro shops to input tournament results which may then be
professionally printed and therefore quickly/easily viewed in print by
tournament participants, as well as reviewed on the UBIG website by
participants through any Internet connection.
Plan of Operation
-----------------
UBIG has created proprietary software that calculates and chronicles numerous
types of league and group competitions, which without the computer, are time
consuming and consequently impractical to calculate manually. UBIG intends to
make this software available on its proposed internet website for use by its
initial target market of amateur golfers, golf leagues, golf groups, golf
tournament committees and golf course pro shops. UBIG believes this strategy
will create substantial traffic for the website, creating value in terms of
both numbers of users and potential advertising revenue from golf-related
goods and service providers.
The value of a website, and consequently the value of a website's advertising
space, was initially based upon the number of "hits" a website received in any
given period. "Hits" are essentially "visits" paid to a website by Internet
users, regardless of how long such users remained and continued to view the
website. As the internet has evolved over the past few years, however, the
"hits" factor has come to be accompanied, if not overshadowed by, a term
called "stickiness," which reflects the length of time users stay at a
website. Stickiness is also a reference to the return patronage of a website.
UBIG's strategy is to attract users who will not only repeatedly return to its
website, but who will stay for extended time frames, once connected, due to
the personal and localized relevance of the website's content. As traffic on
the site increases, UBIG intends to market advertising space to various third
party golf-related goods and service providers.
Although numerous golf-related Internet sites have sprung up which attempt to
entice golfers into ordering goods and services on line, thus far no web site
has become a dominant market leader in the golf arena. All continue vying for
the golfer's return interest by providing various types of golf "content,"
including, but not limited to, schedules and tournament results for the PGA
Tour, the Senior PGA Tour, and the Ladies PGA Tour. Other golf website
"lures" include golf instruction, golf equipment, used golf equipment
auctions, golf humor, golf vacation packaging, golf course contact and rate
information, tee time reservation services, golf-content articles, interviews
with touring professionals, etc. UGIB believes its proprietary software
should give it a competitive advantage in this market area.
<PAGE>
<PAGE> 20
UBIG anticipates being able to fund the initial development of the company's
website with the offering proceeds from this registration. Once the website
is initially developed, the company will generate income from banner
advertising sales and/or from usage fees charged to pro shops, golf groups and
golf leagues. UBIG has obtained quotes and estimates for website design from
45 website/database developers world-wide. Initial bids have ranged from a
low of $1,000 to a high of $100,000. The Company has not yet determined which
developer to employ but, based on the bids received, believes that it will
have sufficient funds to create its proposed website, with a development time
frame estimated at six months.
As of the date of this Prospectus the Company has not received revenues from
operations. The Company anticipates only having enough working capital to meet
operational needs through the end of the Offering Period. As a result, the
Company's ability to continue operating as a going concern is dependent on the
Company's receipt of the net proceeds of this Offering by the end of the
Offering Period or, if such net proceeds are not received, on the Company's
ability to obtain additional equity or debt financing from other sources. If
funds are not received from this Offering by the end of the Offering Period,
the Company will seek funding from other sources, including loans from its
Principal Shareholder.
Products and Services
---------------------
Within a league or regular group, players will typically compete with one
another by making friendly wagers. Numerous golf games are conducive to
wagering between golfers, yet certain games are more prevalent and universally
known and played by golfers, worldwide. UBIG has already developed
preliminary software for use on the UBIG website that will accurately
calculate numerous types of standard competitions that are known to golfers
worldwide.
For example, one authorized member of the group enters the UBIG website,
selects the course being played, identifies the group's name, then
sequentially enters the name, handicap, and hole by hole scores for each
player. Once all players scores are entered, the software developed by UBIG
can accurately calculate numerous types of competitions, taking handicaps into
consideration, using various handicapping preferences, as selected by the
group.
One example of a particularly complicated and time consuming calculation which
can now be very quickly calculated via the UBIG web software would be a round
robin which pits each player in a group against every other competitor in a
one on one match play competition. With 20 players, where each player is
competing against the other 19 players, the UBIG web software can complete all
calculations and generate total results in seconds.
The most prevalent game is arguably the simple Nassau, which provides for a
wager on the first nine holes, a wager on the second nine holes, and a wager
on the overall eighteen holes. (E.g. A "two dollar Nassau" implies a wager of
$2 on the front nine, $2 on the back nine, and $2 for the total eighteen
holes.) A Nassau wager between two individuals is common, as is a Nassau
wager between two-man teams, normally known as a four-ball, better ball or
best ball competition.
<PAGE>
<PAGE> 21
Another competition frequently played within golf groups would be a foursome
or threesome competition, where each foursome/threesome competes against every
other foursome/threesome within a group comprised of as few as two or as many
as ten or more foursomes/threesomes. Although various types of wagers are
possible, a typical competition would again be a Nassau that compares scores
for the front nine, back nine, and total score between competing teams. A
typical scoring method for foursome/threesome wagers tallies the two lowest
net scores for each hole for each team, again comparing these scores with
competing teams in a Nassau format. Various other wager possibilities exist
between competing foursome or threesome teams, and many groups conduct
numerous concurrent competitions.
UBIG intends to be able to provide the following services available through
its website:
1 - Accurate calculation of complex competitions. The UBIG software
that is integrated into the UBIG website will enable groups and leagues to
easily calculate various types of well known competitions and games that are
not typically played, due to the complexity and/or extensive time required to
calculate the results from such games. (For example, a round robin, hole by
hole match play competition between twenty-four golfers of differing
handicaps, where each player is competing against every other player, would
require the separate calculation of 276 one-on-one competitions. And although
a group may wish to institute this type of competition, the calculation time
required to generate the results renders such a competition impractical.) The
UBIG website software will calculate this, and various other types of complex
competitions with computer speed.
2 - Results review. The UBIG website will save the scores and results
for any day's play so that group members may revisit and review such
information on a home PC internet connection or on their own computer/internet
systems at work. (Frequently, golfers will wish to revisit and/or double
check a competition following the "flurry" of calculations which normally and
hurriedly and immediately follow a round of golf. The cry of -- "How did I
lose to him," is the often-asked post-calculation rhetorical query. UBIG will
provide that review capability. Another frequent need for results review
occurs when golfers who have taken 4 or 5 hours to play a round of golf, must
rush off to other obligations and are not able to wait and see all results
calculated. UBIG will enable them to visit the Internet at their convenience
and "see for themselves" what happened.) The UBIG website will enable these
players to revisit the day's round on the internet, to review the various
competition results, and see for themselves how they fared.
3 - Peer Review. Golf handicaps, which are designed to "level the
playing field" between golfers of differing abilities, are based upon the
individual scores of each golfer. Players are typically responsible for
reporting their own scores to a handicapping authority, which is normally the
respective state golf association. For monitoring purposes, some course
handicap committees require score card submission following any round that is
reported for handicap purposes. Most committees, however, make no such
requirement, since double-checking score cards against reported scores is time
consuming and unpaid. As a result, the accuracy and reliability of handicaps
is based upon individual reporting, which has not always proved to be an
efficient or effective method of insuring a consistent level of accuracy and
reliability.
"Peer review" has always been a regulating mechanism in amateur golf
handicapping. Being able to readily see and review the scores posted by all
<PAGE> 22
players within a group has proven effective in maintaining integrity in player
handicaps. UBIG will enhance "peer review" for groups and leagues which
utilize the various services of the UBIG website.
Marketing
---------
According to the National Golf Foundation, over 26,000,000 golfers and 16,000
golf courses populate the United States, and in the past fourteen years, the
number of U.S. golfers has increased at an unprecedented rate of 33%. New
golf course construction within the U.S. has similarly increased from 150 new
courses per year to over 400 per year in the past ten years. All courses play
host to many hundreds if not thousands of golfers, as well as thousands of
golf leagues and regular golfing "groups."
UBIG's initial marketing efforts will be directed towards golf pro shops in
North America, who should appreciate the value of inputting their tournament
results into the UBetIGolf website for the following reasons:
- quick double check of participant-added scorecards,
- easy Internet review by tournament participants,
- professional printed output of tournament results, and
- tournament archiving on the website for historical review.
Following the initial marketing program, UGIB believes that it can expect to
develop a market among the following target groups:
1 - Amateur Tournament Participants. All golf courses host numerous
tournaments throughout the year for regular men's and women's associations,
club members, special groups, and/or for the public in general. Various types
of competitions exist, yet most fall into generally known and well-understood
categories that are played by amateur golfers throughout the U.S. or even
worldwide.
Tournament results, as well as interim results (during multi-day tournaments),
are typically posted at the course of play on large, easily-read scoreboards
as players finish their round of play for the day. In order to see all
results for a given day, however, players who finish early in the day must
either stay at the course until all players are finished or return to the
course later to see the completed scoreboard. Alternatively, players can
"call in" and request this information from the pro shop, the same pro shop
that is undoubtedly already very busy since it is obviously running the
subject tournament.
The continuous demand for this information from all participants, as well as
from interested spectators/parents/patrons/etc., even after the conclusion of
a tournament, is a demand which UBIG anticipates meeting.
2 - Golf Groups/Leagues. Besides tournaments, amateur golfers often
compete within a regular group or within a golf league. Such groups and
leagues adopt norms and standardize games that reflect the group's preferences
regarding frequency of play, games to be played, handicapping methods, and
wagering conventions/amounts.
The daily results within such groups are normally calculated and settled
immediately following a round of play. The scorecards from the day's play
typically end up in the garbage can soon thereafter, eliminating any
continuing ability to review and/or double-check results. UBIG anticipates
providing individual group and league members with the ability to revisit the
day's round via the UBIG website, to review each participant's hole-by-hole
scores and to double-check any day's results.
<PAGE> 23
Competition
-----------
The Company intends to generate revenues in two ways: 1) User fees, and 2)
Banner advertising.
(1) User Fees. The Company will charge website users to operate Company
software when accessing the UBetIGolf.com website. User fees will be charged
to golf pro shops and/or individual golf leagues and groups.
A. Pro Shops - The UBetIGolf software usage fees will be directly competing
with software that assists golf professionals with the administration of golf
tournaments and events. An example of such software is Focus 2000
(www.focus2k.com), which offers various software packages ranging to $500 in
price, which excludes annual upgrades. Another tournament management software
is Vision Perfect, which initially sells for approximately $1000, exclusive of
additional fees for annual upgrades.
The two distinctive advantages which the Company anticipates providing golf
professionals over existing software are reduced costs, and archiving of
tournament results for participants and other interested parties to view.
Nonetheless, the Company will directly compete for the same dollars that are
currently being pursued by golf pro-shop software development companies.
B. Golf Leagues and Golf Groups - The Company is not aware of any software or
website which offers the software functionality which it intends to provide
golf leagues and groups. However, certain websites are beginning to allow
tracking of player statistics and golf league information. Examples of such
websites include golfserv.com, golfinsight.com, and worldgolf.com. In
addition, the Internet is a constantly evolving medium and no assurance can be
given that a website is not already in operation or development that may or
will offer the features and benefits contemplated by the Company.
(2) Banner Advertising. Should the Company succeed in obtaining user fees
from pro-shops and amateur golf leagues and groups, the UBetIGolf.com website
will next be able to attract banner website advertising. Various fees and
other types of arrangements with respect to website banner advertising are
currently in practice, and are seemingly limitless. Large successful websites
are able to charge significant banner advertising fees, while lesser-known
websites may only be able to obtain "click-through" fees which earn the host
website a fee for each customer who clicks the advertisers website link on the
host website.
The Company will be competing with all other golf websites that are seeking
banner advertising, the largest of which include golf.com, golfdigest.com,
golfonline.com, pgatour.com, sportspages.com, golfcircuit.com, golfclubs.com,
golfwebguide.com, golflink.com, ongolf.net, todaysgolf.com, usagolfer.com.
Besides these more significant golf websites, the Company will be competing
with virtually hundreds if not thousands of additional lesser-know websites
for advertising revenues. Although the Company believes that its proposed
products and services are sufficiently unique to attract large numbers of
users, there can be no assurance that its UbetIGolf.com website will be able
to generate sufficient traffic to enable the Company to obtain significant
fees for banner advertising either from direct or "click-through" fees.
Manufacturing, Supplies, and Quality Control
--------------------------------------------
The Company's proposed products and services have no manufacturing or supply
components. The Company intends to self-monitor its proposed website to
maintain quality control over its services.
<PAGE>
<PAGE> 24
Domain Names, Trademarks and Copyrights
---------------------------------------
The Company has reserved the Internet domain name "ubetIgolf.com." Such
initial reservation is for a two year period at an aggregate cost of $70, and
is easily renewed for extended periods thereafter. Of yet, the company has
not created a logo or any trademarks, but intends to do so as part of the
graphics associated with the Company's proposed website.
The Company has not yet sought copyright protection for the software which has
been created and contributed to the company by the company's sole shareholder.
The Company has not determined what, if any, protections may be available, but
company intends to make every effort to protect the proprietary nature of such
software.
Research and Development
------------------------
Other than the proposed expenditures for the creation and development of the
Company's proposed website as disclosed in the Use of Proceeds, the Company
does not anticipate any research and development costs in the immediate
future.
Regulation and Environmental Compliance
---------------------------------------
The Company is not aware of any need for government approval of its proposed
products and services, nor of any environmental laws relating to its proposed
products and services.
Employees
---------
UBIG has no paid employees at this time. If its business plan is successful,
UBIG expects it will be able to hire part or full time employees to assist in
its operations as needed.
DESCRIPTION OF PROPERTIES
Executive Office
----------------
The Company currently utilizes at no cost approximately 250 square feet of
dedicated office space located at the home of the Company's President, Burke
T. Maxfield, 1108 Brookhaven Drive, Kaysville, Utah 84037. In the opinion of
the Company's management, such office space is sufficient to meet the
Company's needs for the next 12 months.
<PAGE>
<PAGE> 25
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES
The following table sets forth the name, age, and position of each executive
officer and director and the term of office of each Director of the Company.
Name Age Position Held Position Since
---- --- -------- -------------------
Burke T. Maxfield 50 President/Secretary
and Director April 2000
On completion of the minimum Offering, Mr. Maxfield, the Company's sole
Director will appoint two additional persons to serve as officers and
directors of the Company until the next annual meeting of shareholders. The
term of office of each director is one year and until his or her successor is
elected at the Registrant's annual shareholders' meeting and is qualified,
subject to removal by the shareholders. The term of office for each officer
is for one year and until a successor is elected at the annual meeting of the
board of directors and is qualified, subject to removal by the board of
directors.
Biographical Information
------------------------
Set forth below is certain biographical information with respect to the
Company's existing officer and director.
Burke T. Maxfield, age 50, is the sole Director and President of the Company.
Mr. Maxfield has extensive experience in sales, management, marketing,
accounting, finance, strategic planning, and economic modeling. He has
considerable software application skills and has created numerous complex
spreadsheets, has used computer fax applications to mass market, and has
created and written marketing materials, business plans, and various documents
using sophisticated attributes of word processors.
From 1998 through 1999, Mr. Maxfield served as President of United Financial
Services LC ("United") of Kaysville, Utah, a niche finance company that
specialized in providing loans to people who wished to start home-based
businesses. United's operations were discontinued during the 4th quarter of
1999 when the company which underwrote the loans made by United was sold. The
new owner of this underwriting company chose not to continue making loans in
the niche market that United had served. For the four years prior to this
involvement, Mr. Maxfield served as the Vice President of Marketing and Vice
President of Sales for Document Control Systems, Inc. (DCS). Mr. Maxfield was
a co-founder of this software development company, which markets document
control software primarily to manufacturing companies. Although Mr. Maxfield
maintains a significant interest in DCS and is subject to a non-competitive
agreement, it is not anticipated that the activities of the UBetIGolf Inc.
will in any way pose a conflict of interest.
Mr. Maxfield is a 1978 graduate of the University of Utah where he earned a
Bachelor of Science Degree in Business Finance. It is also relevant to note
that Mr. Maxfield has been a lifelong golfer, has participated in numerous
amateur competitions and has an extensive personal understanding of the needs
that UBetIGolf Inc. will attempt to address.
<PAGE>
<PAGE> 26
REMUNERATION OF OFFICERS AND DIRECTORS
The following table sets forth certain summary information concerning the
compensation paid or accrued since inception to the Company's chief executive
officer and/or any of its other Officers that received compensation in excess
of $100,000 during such period (From April 25, 2000 [inception] to April 30,
2000).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Awards Payouts
------ ------ -------
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary($) Bonus($) Compensation Awards /SARs Payout Compensation
------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Burke T. Maxfield 2000 $ -0- -0- -0- -0- -0- -0- -0-
President
</TABLE>
Employment Agreements
---------------------
The Company does not have any employment agreement with Mr. Maxfield, its
President, sole Director and the Principal Shareholder of the Company. Mr.
Maxfield has not received any compensation in connection with serving as an
officer and director of the Company.
Board Compensation
------------------
The Company's director receive no compensation for attendance at board
meetings. Following completion of the minimum Offering, Mr. Maxfield will
appoint two shareholders to service as additional members of the Board of
Directors who will serve for no compensation until the next annual meeting of
shareholders.
Options/Stock Appreciation Rights ("SAR") Grants in Last Fiscal Year
--------------------------------------------------------------------
No individual grants of stock options (whether or not in tandem with SARs), or
freestanding SARs were made since inception to any of the named executive
officers.
Bonuses and Deferred Compensation
---------------------------------
There are no compensation plans or arrangements, including payments to be
received from the Company, with respect to any person named as a director,
executive officer, promoter or control person above which would in any way
result in payments to any such person because of his resignation, retirement,
or other termination of such person's employment with the Company or its
subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities.
Compensation Pursuant to Plans
------------------------------
The Company has no compensation plan in place.
<PAGE>
<PAGE> 27
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Lack of Prior Public Market and Possible Volatility of Stock Price
------------------------------------------------------------------
Prior to this Offering, there has been no public market for the Common Stock
and there can be no assurance that a significant public market for the Common
Stock will develop or be sustained after the Offering. The Company will seek a
Market Maker to apply to have the Company's Common Stock included for
quotation in the over-the-counter market on the OTC Bulletin Board under the
proposed symbol "UBIG" on the successful completion of the minimum Offering.
There can be no assurance that the Market Maker's activities will be
continued, or that an active trading market for the Company's Common Stock
will be developed or maintained. The future market price of the Common Stock
may be highly volatile. There have been periods of extreme fluctuation in the
stock market that, in many cases, were unrelated to the operating performance
of, or announcements concerning the issuers of the affected securities.
Securities of issuers having relatively limited capitalization, limited market
makers or securities recently issued in a public offering are particularly
susceptible to fluctuations based on short-term trading strategies of certain
investors. Although the initial public offering price of the Common Stock
reflects the Company's assessment of current market conditions, there can be
no assurance that such price will be maintained following the Offering. (See
"RISK FACTORS: No Public Market for the Company's Securities; and Designated
Security/Penny Stock.")
PRINCIPAL SHAREHOLDERS
The following table sets forth as of April 30, 2000 the name and address and
the number of shares of the Company's Common Stock, par value $0.001 per
share, held of record or beneficially by each person who held of record, or
was known by the Company to own beneficially, more than 5% of the 6,000,000
shares of Common Stock issued and outstanding, and the name and shareholdings
of each director and of all officers and directors as a group.
Principal Shareholders: Amount and Percent(2)
Nature of After
Beneficial Before Offering
Class Name and Address Ownership(1) Offering Minimum Maximum
------ ---------------- ------------ -------- ------- -------
Common Burke T. Maxfield 6,000,000 100.0 93.3 80.0
1108 Brookhaven Drive
Kaysville, Utah 84037
Officers and Directors: Amount and Percent(2)
Nature of After
Beneficial Before Offering
Class Name and Address Ownership(1) Offering Minimum Maximum
------ ---------------- ------------ -------- ------- -------
Common Burke T. Maxfield 6,000,000 100.0 93.3 80.0
1108 Brookhaven Drive
Kaysville, Utah 84037
------------------------
(1) All shares are owned beneficially and of record by the named shareholder
and the shareholder has sole voting, investment, and dispositive power of the
shares.
(2) All percentages have been rounded to the nearest one-tenth of one percent.
<PAGE>
<PAGE> 28
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Transactions with Management and Others
---------------------------------------
The information set forth below is provided by the Company based on what the
Company believes may be material to the shareholders in light of all the
circumstances of the particular case. The significance of the transactions
disclosed may be evaluated by each potential investor after taking into
account the relationship of the parties to the transactions and the amounts
involved in the transactions.
The Company was organized on April 25, 2000, primarily through the efforts of
Burke T. Maxfield, the Company's sole officer, director and shareholder. Mr.
Maxfield was issued 6,000,000 shares of the Company's common stock in
consideration of $10,000 cash and the assignment of all of his right, title
and interest to the Company's Software.
DESCRIPTION OF CAPITAL STOCK
General
-------
The Registrant is authorized to issue one hundred million shares of common
stock, par value $0.001 per share (the "Common Stock")and five million shares
of preferred stock, par value $0.001 per share (the "Preferred Stock"). The
Company has 6,000,000 shares of Common Stock and no shares of Preferred Stock
issued and outstanding at April 30, 2000. Although the Company's Board of
Directors has no present intention to do so, the Board of directors has
authority, without action by or vote of the Company's Shareholders, to issue
all or part of the authorized but unissued shares. In addition, the Company's
Board of Directors has authority, without action by or vote of the Company's
Shareholders, to fix and determine the rights, preferences, and privileges of
the Preferred Stock, which may be given voting rights superior to that of the
Common Stock, which power may be used to hinder or deter a takeover proposal,
should any occur. Any issuance of additional shares of Common Stock or
Preferred Stock will dilute the percentage ownership interest of Shareholders
and may further dilute the book value of the Company's shares.
Common Stock
------------
The holders of Common Stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shares of Common Stock do
not carry cumulative voting rights and, therefore, a majority of the shares of
outstanding Common Stock will be able to elect the entire board of directors
and, if they do so, minority shareholders would not be able to elect any
persons to the board of directors. The Registrant's bylaws provide that a
majority of the issued and outstanding shares of the Registrant constitutes a
quorum for shareholders' meetings, except with respect to certain matters for
which a greater percentage quorum is required by statute or the bylaws.
Shareholders of the Registrant have no preemptive rights to acquire additional
shares of Common Stock or other securities. The Common Stock is not subject
to redemption and carries no subscription or conversion rights. In the event
of liquidation of the Registrant, the shares of Common Stock are entitled to
share equally in corporate assets after satisfaction of all liabilities.
Holders of Common Stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. The Registrant seeks growth and expansion of its
business through the reinvestment of profits, if any, and does not anticipate
that it will pay dividends in the foreseeable future.
<PAGE> 29
Preferred Stock
---------------
The authority to issue the Preferred Stock is vested in the board of directors
of the Company, which has authority to fix and determine the powers,
qualifications, limitations, restrictions, designations, rights, preferences,
or other variations of each class or series within each class which the
Company is authorized to issue. The above described authority of the Board of
Directors may be exercised by corporate resolution from time to time as the
Board of directors sees fit.
Non-Cumulative Voting
---------------------
The holders of shares of Common Stock of the Company do not have cumulative
voting rights. Thus, the holders of more than 50% of such outstanding shares,
voting for election of directors, can elect all of the directors to be
elected, and in such event, the holders of the remaining shares will not be
able to elect any of the Company's directors. If the maximum number of shares
offered hereby are sold, the present shareholder will own approximately 80% of
the Company's issued and outstanding shares, and in either event, will remain
in a position to elect all of the members of the Board of Directors. Further,
if the minimum number of shares are sold, Mr. Maxfield, President of the
Company, will own approximately 92.3% of the Company's Common Stock and will
therefore control the Company (See "PRINCIPAL SHAREHOLDERS").
Transfer and Warrant Agent
--------------------------
The Company's transfer agent is Colonial Stock Transfer Company, Salt Lake
City, Utah 84111, Telephone (801) 355-5740 and Facsimile (801) 355-6505.
Market Information
------------------
At the present time, there is no public market for any of the Company's
securities, and there is no assurance any market will develop after the
Offering. The development of a trading market following completion of this
Offering will be dependent on Market Makers and other broker-dealers
initiating quotations in interdealer quotation media, in maintaining a trading
position, and otherwise engaging in market making activities in the Company's
securities. There is no assurance that any trading market for the Company's
securities will develop following the Offering. (See "MARKET FOR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS.")
Reports to Shareholders
-----------------------
The Company intends to furnish its shareholders with annual reports containing
audited financial statements as soon as practicable at the end of each fiscal
year, commencing with the next fiscal year. In addition, the Company may, from
time to time, issue unaudited interim reports and financial statements, as may
be required under the Securities Exchange Act of 1934, as amended.
Dividend Policy
---------------
The holders of Common Stock are entitled to dividends when, and if, declared
by the Board of Directors from funds legally available therefor, subject to
any preference on preferred stock, if applicable, which may then be
outstanding. The Company has not paid a dividend since its incorporation.
Because the Company is in the formative stage and will be engaged in start-up
operations for the next several years, it is not anticipated that funds will
be available for the issuance of dividends in the foreseeable future.
<PAGE>
<PAGE> 30
LITIGATION
The Company is not a party to any pending legal proceeding and no such action
by or against it, to the best of its knowledge, has been threatened.
LEGALITY OF SHARES
Taylor and Associates, Inc., Attorneys and Counselors at Law, Salt Lake City,
Utah, counsel to the Company, will render an opinion that the Common Stock
being offered hereby, has been fully paid and nonassessable under the
corporate laws of the state of Utah.
EXPERTS
The financial statements included herein and elsewhere in this Registration
Statement, to the extent and for the period indicated in its report, have been
included in this Prospectus and the Registration Statement, in reliance on the
report of HJ & Associates, LLC, Certified Public Accountants, Salt Lake City,
Utah, given on the authority of said firm as experts in accounting and
auditing.
ADDITIONAL INFORMATION
The Company has filed this Registration Statement on Form SB-2 under the
Securities Act with the Commission, SEC File No. __________, under the
Securities Act with respect to the securities offered by this Prospectus.
This Prospectus omits certain information contained in the Registration
Statement. For further information, reference is made to the Registration
Statement and to the exhibits and other schedules filed therewith. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to are not necessarily complete, and where such contract or
document is an exhibit to the Registration Statement, each such statement is
deemed to be qualified and amplified in all respects by the provisions of the
exhibit. Copies of the complete Registration Statement, including exhibits,
may be examined without charge at the Commission's principal offices in
Washington, D.C., and copies of all or any part of the filed materials may be
obtained from the Public Reference Section of the Commission, at 450 Fifth
Street, N.W., Washington, D.C. 20549, on payment the ususal fees for
reproduction, or may be obtain from the Commission's EDGAR Database at
http://www.sec.gov.
The Company is subject to Section 15(d) and the reporting requirements of
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, as such, the Company will file annual, quarterly, and current
reports with the Commission containing financial information examined and
reported upon, with an opinion expressed by independent certified public
accountants, at least annually, and the Company may also provide unaudited
quarterly or other interim reports as it deems appropriate. The Company
intends to comply with the periodic reporting requirements of section 13 of the
Exchange Act, and such other of said statutes' requirements as may become
applicable from time to time. The Company will not be required to file or
make the additional reports of Issuers subject to Section 14 of the Exchange
Act, and as such has no plans to submit annual reports to Shareholders or
proxy statements and other reports required of such issuers, until and unless
it may become subject to Section 14 requirements, by registration of a class
of its securities pursuant to Section 12(b) or Section 12(g) of the Exchange
Act or otherwise. (See "DESCRIPTION OF SECURITIES.")
<PAGE> 31
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Title to Document Page
----------------- ----
Independent Auditors' Report of HJ & Associates, LLC 32
Balance Sheet at April 30, 2000 33
Statements of Operations for the Period Ended April 30, 2000 34
Statements of Stockholders' Equity (Deficit) 35
Statements of Cash Flows for the Period Ended April 30, 2000 36
Notes to the Financial Statements 37
<PAGE>
<PAGE> 32
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
UBetIGolf, Inc.
(A Development Stage Company)
Kaysville, Utah
We have audited the accompanying balance sheet of UBetIGolf, Inc. (a
development stage company) as of April 30, 2000, and the related statements of
operations, stockholders' equity and cash flows from inception on April 25,
2000 through April 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of UBetIGolf, Inc. (a
development stage company) as of April 30, 2000 and the results of its
operations and its cash flows from inception on April 25, 2000 through April
30, 2000 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had limited operations and limited
capital which together raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
May 30, 2000
<PAGE>
<PAGE> 33
UBETIGOLF, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
------
April 30,
2000
---------
CURRENT ASSETS
Cash and cash equivalents $ 10,000
---------
Total Current Assets 10,000
---------
TOTAL ASSETS $ 10,000
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 550
---------
Total Current Liabilities 550
---------
STOCKHOLDERS' EQUITY
Preferred stock; 5,000,000 shares authorized
of $0.001 par value, -0- shares issued -
Common stock; 100,000,000 shares authorized
of $0.001 par value, 6,000,000 shares
issued and outstanding 6,000
Additional paid-in capital 4,000
Deficit accumulated during the development stage (550)
---------
Total Stockholders' Equity 9,450
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,000
=========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 34
UBETIGOLF, INC.
(A Development Stage Company)
Statement of Operations
From
Inception on
April 25,
2000 Through
April 30,
2000
------------
REVENUES $ -
------------
EXPENSES 550
------------
NET LOSS $ (550)
============
BASIC NET LOSS PER SHARE $ (0.00)
============
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 35
UBETIGOLF, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
---------- -------- ---------- ------------
Balance at inception
on April 25, 2000 - $ - $ - $ -
Common stock issued
for cash at $0.002
per share 6,000,000 6,000 4,000 -
Net loss from
inception on
April 25, 2000
through April
30, 2000 - - - (550)
---------- --------- ----------- ------------
Balance, April 30,
2000 6,000,000 $ 6,000 $ 4,000 $ (550)
========== ========= =========== ============
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 36
UBETIGOLF, INC.
(A Development Stage Company)
Statement of Cash Flows
From
Inception on
April 25,
2000 Through
April 30,
2000
-------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (550)
Changes in operating assets and liabilities:
Increase in accounts payable 550
-------------
Net Cash Provided by Operating Activities -
-------------
CASH FLOWS FROM INVESTING ACTIVITIES -
-------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash 10,000
-------------
Net Cash Provided by Financing Activities 10,000
-------------
NET INCREASE IN CASH 10,000
CASH AT BEGINNING OF PERIOD -
-------------
CASH AT END OF PERIOD $ 10,000
=============
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ -
Income taxes $ -
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 37
UBETIGOLF, INC.
(A Development Stage Company)
Notes to the Financial Statements
April 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
UbetIGolf, Inc. (the Company) was incorporated on April 25, 2000 under the
laws of the State of Utah, primarily to take advantage of existing proprietary
and non-proprietary software. The software calculates and chronicles numerous
types of golf league and group competitions.
The Company has limited operations, assets and liabilities. Accordingly, the
Company is dependent upon management and/or significant shareholders to
provide sufficient working capital to preserve the integrity of the corporate
entity during this phase. It is the intent of management and significant
shareholders to provide sufficient working capital necessary to support and
preserve the integrity of the corporate entity.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investment with maturities
of three months or less at the time of acquisition.
d. Provision for Taxes
At April 30, 2000, the Company had net operating loss carryforwards of
approximately $550 that may be offset against future taxable income through
2020. No tax benefit has been reported in the financial statements, because
the Company believes there is a 50% or greater change the carryforwards will
expire unused. Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation amount of the same amount.
e. Additional Accounting Policies
Additional accounting policies will be established once planned principal
operations commence.
f. 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
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
<PAGE>
<PAGE> 38
UBETIGOLF, INC.
(A Development Stage Company)
Notes to the Financial Statements
April 30, 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
g. Basic Net Loss Per Share
The computation of basic loss per share of common stock is based on the
weighted average number of shares outstanding during the period of the
financial statements.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to create and earn revenues from a software
program and through a proposed website to generate revenues from the sale of
banner advertising and/or usage fees charged to golf pro shops, golf groups
and golf leagues. Until this occurs, shareholders of the Company have
committed to meeting the Company's operating expenses.
NOTE 3 - SUBSEQUENT EVENTS
Subsequent to April 30, 2000, the Company engaged its attorneys to prepare a
registration statement on Form SB-2 to effect a registration of up to
1,500,000 shares of the Company's common stock at $0.10 per share. The
Company agreed to pay its attorneys $15,000 for these services.
<PAGE>
<PAGE> 39
[BACK COVER PAGE]
UBETIGOLF, INC.
1,500,000 Shares
Common Stock
PROSPECTUS
______, 2000
No dealer, salesman or any other person has been authorized to give
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. Neither the delivery
of the Prospectus nor any sale made hereunder shall under any circumstances
create any implication that there has been no change in the affairs of the
Company since the date hereof. This Prospectus does not constitute an offer
to sell or the solicitation of an offer to buy any securities covered by this
Prospectus in any state or other jurisdiction to any person to whom it is
unlawful to make such offer in such state or jurisdiction.
Table of Contents
Section Page
------- ----
PROSPECTUS SUMMARY......................................................... 6
RISK FACTORS...............................................................10
PLAN OF DISTRIBUTION.......................................................17
USE OF PROCEEDS............................................................18
DESCRIPTION OF BUSINESS....................................................18
DESCRIPTION OF PROPERTY....................................................23
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES...................25
REMUNERATION OF OFFICERS AND DIRECTORS.....................................26
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...................27
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS..............27
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS..................28
DESCRIPTION OF CAPITAL STOCK...............................................28
LITIGATION.................................................................30
LEGALITY OF SHARES.........................................................30
EXPERTS....................................................................30
ADDITIONAL INFORMATION.....................................................30
INDEX TO FINANCIAL STATEMENTS..............................................31
FINANCIAL STATEMENTS.......................................................32
Until ___________, 2000 (90 days after the date of this Prospectus, unless
extended by the Company for an additional 90 days), all dealers effecting
transactions in the Common Stock, whether or not participating in the
distribution, may be required to deliver a Prospectus. This is in addition to
the obligation of dealers to deliver a Prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
<PAGE>
<PAGE> 40
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 16-10a-901 through 909 of the Utah Revised Business Corporation Act
provides in relevant parts as follows:
(1) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or on
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the court in which such action or suit was brought shall
determine on application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
(3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in 1) or (2) of this subsection, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
(4) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
<PAGE>
<PAGE> 41
a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such
a person.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the above
discussed sections of the Utah Revised Business Corporation Act.
The Registrant's articles of incorporation and bylaws provide that the
Registrant "may indemnify" to the full extent of its power to do so, all
directors, officers, employees, and/or agents. It is anticipated that the
Registrant will indemnify its officers and directors to the full extent
permitted by the above-quoted statute.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
is aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
Limitations on Liability
------------------------
The state of Utah has enacted a statute limiting the liability of officers and
directors of the Company and its shareholders in certain circumstances.
Management has determined that it would be advantageous for the Company to
include such indemnification in its Articles of Incorporation to include the
protections provided to officers and directors of the Company pursuant to
Section 16-10a-841 of the Utah Revised Business Corporation Act.
The indemnification would eliminate the personal liability of a director to
the Company or its shareholders for monetary damages for any action taken or
any failure to take any action, as a director, except liability for (a) the
amount of a financial benefit received by a director to which he is not
entitled; (b) an intentional infliction of harm to the corporation or the
shareholders; (c) an unlawful distribution; or (d) an intentional violation of
a criminal law.
It should be noted that the provisions eliminating liability of directors
limit the remedies available to a shareholder dissatisfied with a Board
decision which is protected by the provision. An aggrieved shareholder's only
remedy in such a circumstance is to sue to stop the completion of the Board's
action. In many situations, this remedy may not be effective. Shareholders,
for example, may not be aware of a transaction or an event until it is too
late to prevent it. In these cases, the shareholders and the Company could be
injured by a careless Board decision and yet have no effective remedy.
Management believes that limiting director's liability is in the best interest
of the shareholders and the Company, as it should enhance the Company's
ability to attract and retain qualified individuals to serve as directors of
the Company by assuring directors (and potential directors) that their good
faith decisions will not be second-guessed by a court evaluating decisions
with the benefit of hindsight. This is particularly applicable, management
believes, in the recruitment of outside directors who are not employees of the
Company and who may, therefore, bring additional objectivity and experience to
the Board of Directors. Management believes that the diligence exercised by
directors stems primarily from their desire to act in the best interest of the
Company and not from a fear of monetary damage awards. Consequently,
management believes that the level of scrutiny and care exercised by directors
will not be lessened by this provision of the Articles of Incorporation.
<PAGE> 42
Indemnification of Officers, Directors and Others
-------------------------------------------------
This Article has been added to provide that the Company shall indemnify
directors to the fullest extent permitted by the Utah Revised Business
Corporation Act and that the Company may indemnify officers, employees, or
agents as authorized by the bylaws and the Board of Directors. The Board of
Directors believes that indemnification for directors is important to enable
the Company to attract and retain competent directors. The Board of Directors
believes that permissive indemnification for others, as determined by the
Board of Directors, is important because it permits indemnification in
appropriate circumstances.
The indemnification provisions in the Articles may require the Company to
indemnify individuals against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement, that may arise by reason of their status
or service as directors, officers, or agents (other than liabilities arising
from willful misconduct of a culpable nature) and to advance expense incurred
as a result of any proceeding against them as to which they could be
indemnified, although the Company has no insurance policies for such
indemnification in place. As a result of such indemnification limitations,
any large damage awards that are not compensated by insurance will come
directly from the Company's treasury.
The board of directors has adopted Bylaws to include Article V,
Indemnification of Directors, Officers, Agents and Employees. This Article
parallels the provisions in the Articles of Incorporation.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses(*) to the Company in
connection with the offering described in the Registration Statement:
Registration Fee............................................$ 40.00*
Accounting Fees and Expenses................................ 2,500.00*
Legal Fees and Expenses..................................... 15,000.00*
Blue Sky Fees............................................... 1,500.00*
Printing and Engraving...................................... 450.00*
Transfer Agent Fees......................................... 500.00*
----------
Total Expenses..............................................$19,990.00
==========
(*) All figures are estimates.
<PAGE>
<PAGE> 43
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The Company issued 6,000,000 shares of the Company's restricted common stock
to the Company's founder, Burke T. Maxfield, in connection with the Company's
organization in April 2000. The shares were issued for consideration
consisting of $10,000 cash and the assignment of Mr. Maxfield's right, title
and interest in and to the Company's Software. The securities issued in the
foregoing transactions were issued in reliance on the exemption from
registration and the prospectus delivery requirements of the Securities Act of
1933, as amended (the "Securities Act"), set forth in Section 3(b) and/or
Section 4(2) of the Securities Act and the regulations promulgated thereunder.
ITEM 27. EXHIBITS
Copies of the following documents have been included as exhibits to this
Registration Statement, pursuant to Item 601 of Regulation S-B.
SEC
Exhibit Reference
No. No. Title of Document Location
------- --------- ----------------- --------
1.01 1 Form of Proceeds Escrow Agreement This Filing
3.01 3(i) Articles of Incorporation and Amendments This Filing
3.02 3(ii) Bylaws This Filing
4.01 4 Specimen Stock Certificate This Filing
5.01 5 Opinion of Taylor and Associates, Inc.
Attorneys and Counselors at Law This Filing
10.01 10 Assignment of Technology This Filing
23.01 23 Consent of Taylor and Associates, Inc.,
Attorneys and Counselors at Law See Exhibit 5
23.02 23 Consent of HJ & Associates, LLC,
Certified Public Accountants This Filing
<PAGE>
<PAGE> 44
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes that it will:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to (i) include any
Prospectus required by Section 10(a)(3) of the Securities Act; (ii) reflect in
the Prospectus any facts or events which, individually or in the aggregate,
represent a fundamental change to the information in the Registration
Statement; and (iii) 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) For the purpose of determining liability under the Securities Act, each
post-effective amendment will be treated as a new Registration Statement of
the securities offered, and the offering of the securities at that time shall
be the initial bona fide offering.
(3) If, applicable, file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities 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 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 the
Registrant is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that it will:
(1) For determining any liability under the Securities Act, treat the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Registrant under Rule 424(b)(1), or (4), or 497(h)
under the Securities Act as part of this Registration Statement as of the time
the Commission declared it effective.
(2) For determining any liability under the Securities Act, each post
effective amendment that contains a form of Prospectus will be treated as a
new Registration Statement for the securities offered in the Registration
Statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
<PAGE>
<PAGE> 45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form SB-2 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the city of Kaysville, State of Utah, on the
8th day of June 2000.
UBETIGOLF, INC.
By:___________________________________
/S/ Burke T. Maxfield
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/S/ Burke T. Maxfield Director June 8, 2000
