<PAGE> 1
Date Filed: July 25, 2000 SEC File No. 333-38936
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMENDMENT NO. 1
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
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(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>
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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.
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<PAGE> 3
Table of Contents
Pursuant to Item 502(f) of Regulation S-B
Section Page
------- ----
PROSPECTUS SUMMARY ............................................... 5
The Company ................................................. 5
The Offering ................................................ 5
Summary of Financial Data ................................... 6
RISK FACTORS ..................................................... 7
Risk Factors Relating to the Business of the Company ........ 7
We are a new company with no operating history.
We need money to continue operating.
We have no revenues and are not sure when we will start
generating revenues.
We probably will need additional financing before we
generate revenues.
Our success depends on the business experience of our
president.
We may not be able to protect our software.
We do not know if our product will be competitive on
the Internet.
Risk Factors Relating to the Offering ....................... 8
The book value of your investment will be much lower than
the share price.
We may issue more stock without shareholder input or consent.
There is no current market for UBIG's stock, and, if no
market develops, you may not be able to sell the stock.
You will not receive dividend payments.
The president owns most of the shares and will control
the company.
Dilution .................................................... 10
Comparative Data ............................................ 11
PLAN OF DISTRIBUTION ............................................. 12
USE OF PROCEEDS .................................................. 13
DESCRIPTION OF BUSINESS .......................................... 13
Organization and Corporate History .......................... 13
Business in General ......................................... 14
Plan of Operation ........................................... 14
Products and Services ....................................... 15
Marketing ................................................... 17
Competition ................................................. 18
Manufacturing, Supplies, and Quality Control ................ 18
Domain Names and Copyrights ................................. 19
Research and Development .................................... 19
Regulation and Environmental Compliance ..................... 19
Employees ................................................... 19
DESCRIPTION OF PROPERTY .......................................... 19
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES ......... 20
Director and Executive Officer .............................. 20
Biographical Information .................................... 20
REMUNERATION OF OFFICERS AND DIRECTORS ........................... 21
Employment Agreements and Benefits .......................... 21
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ......... 22
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS .... 23
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS ........ 24
DESCRIPTION OF CAPITAL STOCK ..................................... 24
LITIGATION ....................................................... 26
LEGALITY OF SHARES ............................................... 26
EXPERTS .......................................................... 26
ADDITIONAL INFORMATION ........................................... 26
INDEX TO FINANCIAL STATEMENTS .................................... 27
FINANCIAL STATEMENTS ............................................. 28
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[FRONT COVER PAGE]
SUBJECT TO COMPLETION -- DATED JUNE __, 2000
UBETIGOLF, INC.
Shares of Common Stock
$0.10 per share
This Prospectus relates to the public offering for cash by UbetIGolf,
Inc. of a minimum of 500,000 and a maximum of 1,500,000 shares of common
stock. This is our initial public offering, there is no public market for the
Common Stock, and there is no assurance that one will develop following the
Offering described in this Prospectus. See MARKET FOR COMMON EQUITY AND
RELATED SHAREHOLDER MATTERS beginning on page __.
We are offering the common stock subject to the subscription and payment
of a minimum of 500,000 shares during an offering period of 90 days, unless we
choose to extend the offering for an additional 90 days. We reserve the right
to close the Offering upon the sale of the minimum number of shares. See PLAN
OF DISTRIBUTION beginning on page __.
At the date of this Prospectus, Burke Maxfield, our president, is the
sole person acting as a sales agent and will not be paid any commission on the
sale of the Common Stock. We may enter into agreements with certain selected
dealers to sell the Shares, in which event we will pay a sales commission of
ten percent (10%) to such selected dealers for actual sales. We do not have
any such agreements in place.
The proceeds from the offering, after the deduction of expenses, will be
used to develop our proposed web site and for working capital. See USE OF
PROCEEDS beginning on page __.
All funds collected from the sale of the Common Stock will be deposited
in an escrow account with Escrow Specialists, an unaffiliated escrow company
in Ogden, Utah, which will be our escrow agent. If the minimum 500,000 shares
are not sold during and paid for during the offering period, all funds will be
promptly returned to subscribers in full, without paying interest or deducting
expenses. All subscribers' checks should be made payable to "ESCROW
SPECIALISTS-UBetIGolf, Inc., Escrow Account."
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, INCLUDING IMMEDIATE AND
SUBSTANTIAL DILUTION FROM THE PUBLIC OFFERING PRICE. YOU SHOULD CAREFULLY
READ AND CONSIDER THE SECTIONS ENTITLED "RISK FACTORS" BEGINNING AT PAGE __
AND "DILUTION" BEGINNING AT PAGE __.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THE
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is __________, 2000
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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.
Business description ............ UbetIGolf, Inc. was organized to take
advantage of software developed by the
president which calculates and chronicles
numerous types of golf league and group
competitions. We propose to create an
Internet web site 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".
Contact information ............. 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 Proceeds After
Offering Expenses .............. $25,000, minimum after $25,000 expenses
$115,000, maximum after $35,000 expenses
Use of Proceeds ................. Our first step is to develop our web site.
We will use the minimum proceeds to develop
the web site. Once the web site is
developed, we intend to generate revenues
from the sale of banner advertising and/or
usage fees charged to golf pro shops, golf
groups and golf leagues. We will use
proceeds above the minimum for expenses we
incur in selling advertising and
administering the usage fees. See USE OF
PROCEEDS.
Risk Factors .................... We need money for operations, we have no
current revenues, and we do not know how
soon we will be able to generate revenues.
Our business success is dependent on the
business acumen of our president, and our
ability to sell unproven products and
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services in a competitive marketplace. You
may not be able to sell your shares if no
public market develops, or only sell at a
loss if the market price is low. The
president owns enough shares to control our
business activities and actions without
shareholder input or consent.
Proposed OTC Bulletin
Board Symbol ................... Common Stock: "UBIG" (See "MARKET FOR
COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS.")
Summary Financial Information
-----------------------------
The following table shows selected summarized financial data for UBIG at the
dates and for the periods indicated. The data should be read in conjunction
with the financial statements and notes included in this Prospectus beginning
on page __.
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
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RISK FACTORS
THE PURCHASE OF OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. BEFORE
INVESTING, YOU SHOULD CONSIDER, IN ADDITION TO THE NEGATIVE IMPLICATIONS OF
ALL THE MATERIAL IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS.
RISK FACTORS RELATING TO THE BUSINESS OF THE COMPANY
We are a new company with no operating history.
----------------------------------------------
UBIG has had limited operations since its organization and is a "start-up" or
"development stage" company. We have no history of operations you can use to
evaluate our business experience. If you buy shares in this offering, your
investment is in a high risk venture with all the unforeseen costs, expenses,
problems, and difficulties to which such ventures are subject. Accordingly,
you should not invest in UBIG if you cannot afford the loss of your entire
investment.
We need money to continue operating.
-----------------------------------
The report of the our auditors contains a warning about UBIG's ability to
continue operations. Without funding from the proceeds of this offering or
the timely receipt additional financing from other sources, there is
substantial UGIB can continue in business. We have not identified any other
sources of funds if this offering is unsuccessful. See FINANCIAL STATEMENTS:
Independent Auditors' Report and USE OF PROCEEDS.
We have no revenues and are not sure when we will start generating revenues.
---------------------------------------------------------------------------
UBIG 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 our most recent financial statements included in this Prospectus, we have
no revenues from the sale of any products or services and had working capital
of $9,450. We have not yet developed an internet web site application or
established the commercial viability of our software and services. As a
result, we cannot predict when or if we will be able to generate revenues or
develop into a successful or profitable business. See DESCRIPTION OF
BUSINESS.
We probably will need additional financing before we generate revenues.
----------------------------------------------------------------------
We do not anticipate commencing revenue operations until the development of
our web site and the web site application for our software. We do not expect
to receive any revenues from operations before our available funds are
expended. The funds from this offering may not be adequate for us to finance
our planned operations, or to fully exploit potential revenue generating
opportunities. Therefore, our ultimate success may depend on our ability to
raise additional capital. We do not know if any additional funds will be
available from any source or, if available, whether sufficient funds will be
available to last until our revenues support our business operations.
Our success depends on the business experience of our president.
---------------------------------------------------------------
We have been and will continue for some time to be dependent on the general
business acumen and experience of our president, Burke Maxfield, to make the
business decisions required on behalf of the Company. Your investment
decision depends primarily on your evaluation of Mr. Maxfield's ability to
implement UBIG's business plan. Accordingly, you should carefully consider
the included information about Mr. Maxfield. See MANAGEMENT.
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We may not be able to protect our software.
------------------------------------------
UBIG's success depends on the unique nature of our software, but we are not
sure how well we will be able to protect it from potential competitors. Even
if it is protected, competitors may develop products with features or that
perform functions similar to our software. In addition, some third party may
try to claim that they developed a similar product and that our software
infringes on their rights. If we cannot protect our software, or if we are
prevented from using it by a third party who successfully proves a prior
claim, our planned operations will fail. See DESCRIPTION OF BUSINESS.
We do not know if our product will be competitive on the Internet.
-----------------------------------------------------------------
We have not discovered any other software applications that are available off-
the-shelf or via the Internet that offer the same services and functionality
as our software. However, other companies with substantially greater
financial resources, experience, and technical and marketing personnel may
develop a similar product. We believe that we can achieve and maintain a
competitive advantage with because of the design and functionality of our
software, but may still be at a disadvantage in making the Internet
application of our services competitive. See DESCRIPTION OF BUSINESS.
RISK FACTORS RELATING TO THE OFFERING
The book value of your investment will be much lower than the share price.
-------------------------------------------------------------------------
Persons purchasing shares in this Offering will suffer a substantial and
immediate dilution to the book value of the Common Stock below the offering
price. The book value of our shares at April 30, 2000 was approximately
$0.002 per share. After sales of the minimum 500,000 shares, the book value
per share will be approximately $0.009, or a loss to subscribers of
approximately $0.091 per share. After sales of the maximum 1,500,000 shares,
the book value per share will be approximately $0.021, or a loss to
subscribers of approximately $0.079 per share. See DILUTION.
We may issue more stock without shareholder input or consent.
------------------------------------------------------------
Although we have no present plans to issue more stock, the Board of Directors
has authority, without action by or vote of the shareholders, to issue all or
part of the authorized but unissued shares. In addition, the Board of
Directors has authority, without action by or vote of the 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 in this
offering. Any issuance of additional shares of Common Stock or Preferred
Stock will dilute the ownership percentage of shareholders and may further
dilute the book value of UBIG's shares. See DESCRIPTION OF CAPITAL STOCK.
There is no current market for UBIG's stock, and, if no market develops, you
may not be able to sell the stock.
----------------------------------------------------------------------------
At the present time, there is no public market for UBIG's securities, and we
do not know if a public market will develop after the Offering. Upon
completion of the minimum Offering, UBIG will seek a securities broker-dealer,
called a market maker, willing to apply for a trading symbol and trade our
stock. We do not know if such a market maker will continue acting for us, or
that an active market will be developed or maintained. Because the public
price of the stock is low, additional restrictions are imposed on brokers
trying to sell the stock which may inhibit the development of the market.
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Even if a market develops, the future market price may be lower than the price
you paid. If no market develops, or if the future market price is low, you
may not be able to sell your shares or may only be able to sell at a loss.
See PLAN OF DISTRIBUTION and MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
You will not receive dividend payments.
--------------------------------------
UBIG has not paid and does not plan to pay dividends in the foreseeable future
even if our operations are profitable. Earnings, if any, will be used to
expand our operations, management salaries, hiring additional staff and
operating expenses, rather than to make distributions to shareholders.
Therefore, the future of your investment depends entirely on the development
of a trading market and the potential increase in the market price of our
stock.
The president owns most of the shares and will control the company.
------------------------------------------------------------------
UBIG issued 6,000,000 shares of common stock to our president in connection
with our organization. Upon completion of the minimum and/or maximum
Offering, he will have control of approximately 92.3% and 80%, respectively,
of the outstanding shares. As a result, he will be in a position to elect at
least a majority of the Board of Directors, to dissolve, merge or sell the
assets, and to direct the our business affairs without shareholder input or
consent. In addition, his investment of cash per share is considerably less
than share price in the offering, which means your investment is at greater
risk. See DILUTION and COMPARATIVE DATA.
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DILUTION
At April 30, 2000, UBIG 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 UBIG 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 UBIG 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 UBIG.
(3) Before deduction of the minimum and maximum sales commissions estimated
at $5,000 and $15,000, respectively.
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COMPARATIVE DATA
The following chart illustrates the percentage of ownership in UBIG 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 UBIG 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.
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<PAGE> 12
PLAN OF DISTRIBUTION
UBIG 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. If UBIG
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 UBIG 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." Escrow Specialists is a private Ogden, Utah
company unrelated to UBIG or its president, which will act as UBIG's escrow
agent for this offering. UBIG 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 UBIG.
The Common Stock is being offered by the Burke Maxfield, president of UBIG and
no commissions will be paid on sales made by Mr. Maxfield. UBIG may enter
into agreements with certain selected broker-dealers to sell the shares of
Common Stock, in which event, UBIG 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 UBIG'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 UBIG and may not be indicative of the market price for the
Common Stock after the Offering or of the value of UBIG. At this time, an
investment in UBIG, which has no revenues from operations, is an investment
based on the perceived value of UBIG's technology, and the president's
ability, and business strategy, none of which can be quantified. Among the
factors considered in determining the initial public offering price were
UBIG's proposed business activities and the scope and nature of the services
it intends to offer, UBIG's limited operations, current financial condition
and need for additional working capital, its future prospects, the experience
of its president, the economics of UBIG's industry in general, prior sales of
UBIG's common stock, the general condition of the equity securities market,
the anticipated marketability of UBIG's common stock as compared to similar
securities of companies considered comparable to UBIG, 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.
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USE OF PROCEEDS
The gross proceeds to be received by UBIG 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, UBIG intends to use the proceeds from the Offering in the following
general amounts and order of priority. The allocation of proceeds is based on
UBIG'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)*1 5,000 10.0 15,000 10.0
Initial Web site/Database Development 5,000 10.0 15,000 10.0
Marketing/Sales Lead Acquisition 3,500 7.0 10,000 6.7
Working Capital *2 16,500 33.0 90,000 60.0
---------- ----- ---------- -----
TOTAL NET PROCEEDS $ 50,000 100.0 $ 150,000 100.0
========== ===== ========== =====
*1 If no sales commissions are paid, the funds estimated to be allocated for
such commissions will be added to working capital.
*2 It is anticipated that the amounts listed under Working Capital will be
used primarily for the expenses associated with promoting and maintaining the
web site, once it has been developed, and the administration and collection of
user fees for the products and services and advertising revenues, if any, from
the proposed web site banner advertising. If the maximum amount is raised,
some of the funds allocated to Working Capital, up to 33% or $30,000, may be
used for salaries to employees, excluding the president. The president is not
intending to take any compensation until revenues from operations justify it.
The amounts set forth merely indicate the general application of net proceeds
of the Offering. Actual expenditures relating to the development of UBIG's
internet web site may differ from the estimates depending on change orders
and/or increased time charges from third parties. UBIG recognizes that such
proceeds may be insufficient to enable UBIG to fully exploit its business plan
and objectives and UBIG 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 UBIG 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
UBIG receives, other than from the Offering, will be utilized for the purpose
of paying any additional costs of this Offering and funding UBIG business
operations.
DESCRIPTION OF BUSINESS
This description of UBIG'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 UBIG or its management or Board of
Directors; (c) statements of future economic performance; (d) statements of
assumptions underlying other statements and statements about UBIG 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
----------------------------------
UBIG was organized on April 25, 2000, under the laws of the State of Utah, by
Burke T. Maxfield, who currently is UBIG's sole officer, director and
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<PAGE> 14
shareholder. In connection with forming UBIG, 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.
Business in General
-------------------
UBetIGolf, Inc (UBIG) proposes the creation of an internet web site 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 web site 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 web site 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 web site 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 web site, creating value in terms of
both numbers of users and potential advertising revenue from golf-related
goods and service providers.
The value of a web site, and consequently the value of a web site's
advertising space, was initially based upon the number of "hits" a web site
received in any given period. "Hits" are essentially "visits" paid to a web
site by Internet users, regardless of how long such users remained and
continued to view the web site. 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 web site. Stickiness is also a reference to the return
patronage of a web site. UBIG's strategy is to attract users who will not
only repeatedly return to its web site, but who will stay for extended time
frames, once connected, due to the personal and localized relevance of the web
site'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 web site
"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> 15
UBIG anticipates being able to fund the initial development of UBIG's web site
with the offering proceeds from this registration. Once the web site is
initially developed, UBIG 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 web site design from 45 web
site/database developers world-wide. Initial bids have ranged from a low of
$1,000 to a high of $100,000. UBIG 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 web site, with a development time frame estimated
at six months.
As of the date of this Prospectus UBIG has not received revenues from
operations. UBIG anticipates only having enough working capital to meet
operational needs through the end of the Offering Period. As a result, UBIG's
ability to continue operating as a going concern is dependent on UBIG'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 UBIG'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, UBIG 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 web site 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 web site,
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> 16
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 web site:
1 - Accurate calculation of complex competitions. The UBIG software
that is integrated into the UBIG web site 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 web site software will calculate this, and various other types of complex
competitions with computer speed.
2 - Results review. The UBIG web site 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 web site 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> 17
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 web site.
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 web site 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 web site 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 web site, to review each participant's hole-by-hole
scores and to double-check any day's results.
<PAGE> 18
Competition
-----------
UBIG intends to generate revenues in two ways: 1) User fees, and 2) Banner
advertising.
(1) User Fees. UBIG will charge web site users to operate Company software
when accessing the UBetIGolf.com web site. 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 UBIG anticipates providing golf
professionals over existing software are reduced costs, and archiving of
tournament results for participants and other interested parties to view.
Nonetheless, UBIG 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 - UBIG is not aware of any software or web
site which offers the software functionality which it intends to provide golf
leagues and groups. However, certain web sites are beginning to allow
tracking of player statistics and golf league information. Examples of such
web sites 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 web site is not already in operation or development that may or
will offer the features and benefits contemplated by UBIG.
(2) Banner Advertising. Should UBIG succeed in obtaining user fees from pro-
shops and amateur golf leagues and groups, the UBetIGolf.com web site will
next be able to attract banner web site advertising. Various fees and other
types of arrangements with respect to web site banner advertising are
currently in practice, and are seemingly limitless. Large successful web
sites are able to charge significant banner advertising fees, while lesser-
known web sites may only be able to obtain "click-through" fees which earn the
host web site a fee for each customer who clicks the advertisers web site link
on the host web site.
UBIG will be competing with all other golf web sites 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 web sites, UBIG will be competing with
virtually hundreds if not thousands of additional lesser-know web sites for
advertising revenues. Although UBIG 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 web site will be able to generate
sufficient traffic to enable UBIG to obtain significant fees for banner
advertising either from direct or "click-through" fees.
Manufacturing, Supplies, and Quality Control
--------------------------------------------
UBIG's proposed products and services have no manufacturing or supply
components. UBIG intends to self-monitor its proposed web site to maintain
quality control over its services.
<PAGE>
<PAGE> 19
Domain Names, Trademarks and Copyrights
---------------------------------------
UBIG 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, UBIG has not created
a logo or any trademarks, but intends to do so as part of the graphics
associated with UBIG's proposed web site.
UBIG has not yet sought copyright protection for the software which has been
created and contributed to UBIG by UBIG's sole shareholder. UBIG 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
UBIG's proposed web site as disclosed in the Use of Proceeds, UBIG does not
anticipate any research and development costs in the immediate future.
Regulation and Environmental Compliance
---------------------------------------
UBIG 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
----------------
UBIG currently utilizes at no cost approximately 250 square feet of dedicated
office space located at the home of UBIG's President, Burke T. Maxfield, 1108
Brookhaven Drive, Kaysville, Utah 84037. In the opinion of UBIG's management,
such office space is sufficient to meet UBIG's needs for the next 12 months.
<PAGE>
<PAGE> 20
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 UBIG.
Name Age Position Held Position Since
---- --- -------- -------------------
Burke T. Maxfield 50 President/Secretary
and Director April 2000
Mr. Maxfield is UBIG's sole Director and officer. At such time as state law
requires following the issuance of shares in this offering, additional persons
will be appointed to serve as directors of UBIG until the next annual meeting
of shareholders. No candidates for director have been selected. 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 UBIG's
existing officer and director.
Burke T. Maxfield, age 50, is the sole Director and President of UBIG. 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 UBIG 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> 21
REMUNERATION OF OFFICERS AND DIRECTORS
The following table sets forth certain summary information concerning the
compensation paid or accrued since inception to UBIG'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
---------------------
UBIG does not have any employment agreement with Mr. Maxfield, its President,
sole Director and the Principal Shareholder of UBIG. Mr. Maxfield has not
received any compensation in connection with serving as an officer and
director of UBIG, and does not intend to receive any compensation until
revenues from operations justify it.
Board Compensation
------------------
UBIG's director receives no compensation for attendance at board meetings.
Additional members of the Board of Directors who may be appointed following
the completion of the offering 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 UBIG, 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 UBIG or its subsidiaries, or any
change in control of UBIG, or a change in the person's responsibilities.
Compensation Pursuant to Plans
------------------------------
UBIG has no compensation plan in place.
<PAGE>
<PAGE> 22
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. UBIG will seek a Market
Maker to apply to have UBIG'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 UBIG'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 UBIG's
assessment of current market conditions, there can be no assurance that such
price will be maintained following the Offering.
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 UBIG's Common
Stock is below $5.00 per share, UBIG'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 UBIG'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,
UBIG'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). 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
UBIG'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.
Possible Sale of Common Stock Pursuant to Rule 144
--------------------------------------------------
UBIG 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. UBIG issued 6,000,000
shares of Common Stock to UBIG's founder in connection with its organization.
The shares of Common Stock issued to UBIG's founder may become eligible for
resale under Rule 144 in April 2001. (See "MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS").
<PAGE>
<PAGE> 23
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 UBIG.
As a result, the person currently in control of UBIG will continue to be in a
position to elect at least a majority of the Board of Directors of UBIG, to
dissolve, merge or sell the assets of UBIG, and generally, to direct the
affairs of UBIG. See 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 UBIG, 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 UBIG. 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 UBIG's business than its
present Shareholder. See Dilution and Comparative Data.
PRINCIPAL SHAREHOLDERS
The following table sets forth as of April 30, 2000 the name and address and
the number of shares of UBIG'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
UBIG 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> 24
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Transactions with Management and Others
---------------------------------------
The information set forth below is provided by UBIG based on what UBIG
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.
UBIG was organized on April 25, 2000, primarily through the efforts of Burke
T. Maxfield, UBIG's sole officer, director and shareholder. Mr. Maxfield was
issued 6,000,000 shares of UBIG's common stock in consideration of $10,000
cash and the assignment of all of his right, title and interest to UBIG'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"). UBIG
has 6,000,000 shares of Common Stock and no shares of Preferred Stock issued
and outstanding at April 30, 2000. Although UBIG's Board of Directors has no
present intention to do so, the Board of directors has authority, without
action by or vote of UBIG's Shareholders, to issue all or part of the
authorized but unissued shares. In addition, UBIG's Board of Directors has
authority, without action by or vote of UBIG'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 UBIG'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> 25
Preferred Stock
---------------
The authority to issue the Preferred Stock is vested in the board of directors
of UBIG, 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 UBIG 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 UBIG 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 UBIG's directors. If the maximum number of shares offered hereby are
sold, the present shareholder will own approximately 80% of UBIG'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 UBIG, will own approximately
92.3% of UBIG's Common Stock and will therefore control UBIG (See "PRINCIPAL
SHAREHOLDERS").
Transfer and Warrant Agent
--------------------------
UBIG'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 UBIG'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 UBIG's securities. There is no
assurance that any trading market for UBIG's securities will develop following
the Offering. See MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Reports to Shareholders
-----------------------
UBIG 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, UBIG 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. UBIG has not paid a dividend since its incorporation. Because
UBIG 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> 26
LITIGATION
UBIG 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 UBIG, 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
UBIG has filed this Registration Statement on Form SB-2 under the Securities
Act with the Commission, SEC File No. 333-38936, 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.
UBIG 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, UBIG 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 UBIG may also provide unaudited quarterly or other interim
reports as it deems appropriate. UBIG 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. UBIG 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>
<PAGE> 27
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Title to Document Page
----------------- ----
Independent Auditors' Report of HJ & Associates, LLC 28
Balance Sheet at April 30, 2000 29
Statements of Operations for the Period Ended April 30, 2000 30
Statements of Stockholders' Equity (Deficit) 31
Statements of Cash Flows for the Period Ended April 30, 2000 32
Notes to the Financial Statements 33
<PAGE>
<PAGE> 28
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 UBIG'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 UBIG
will continue as a going concern. As discussed in Note 2 to the financial
statements, UBIG 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> 29
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> 30
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> 31
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
as founders shares
for cash and the
assignment of the
rights, title and
interest in certain
software, recorded
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> 32
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> 33
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. (UBIG) 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.
UBIG has limited operations, assets and liabilities. Accordingly, UBIG 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
UBIG'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, UBIG 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 UBIG 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> 34
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
UBIG'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, UBIG 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 UBIG to create and earn revenues from a software program and through
a proposed web site 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 UBIG have committed to meeting UBIG's
operating expenses.
NOTE 3 - SOFTWARE RIGHTS
During April 2000, the Company issued 6,000,000 shares to the Company's sole
officer, director and shareholder for $10,000 cash and the assignment of all
his rights, title and interest in certain software ("Rights"). The Rights
were recorded at a predecessor cost of $-0-. Accordingly, the entire
6,000,000 shares have been recorded at the value of the cash received and are
considered founder shares.
NOTE 4 - SUBSEQUENT EVENTS
Subsequent to April 30, 2000, UBIG engaged its attorneys to prepare a
registration statement on Form SB-2 to effect a registration of up to
1,500,000 shares of UBIG's common stock at $0.10 per share. UBIG agreed to
pay its attorneys $15,000 for these services.
<PAGE>
<PAGE> 35
[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 UBIG. 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 UBIG 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......................................................... 5
RISK FACTORS............................................................... 7
PLAN OF DISTRIBUTION.......................................................12
USE OF PROCEEDS............................................................13
DESCRIPTION OF BUSINESS....................................................13
DESCRIPTION OF PROPERTY....................................................19
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES...................20
REMUNERATION OF OFFICERS AND DIRECTORS.....................................21
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...................22
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS..............23
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS..................24
DESCRIPTION OF CAPITAL STOCK...............................................24
LITIGATION.................................................................26
LEGALITY OF SHARES.........................................................26
EXPERTS....................................................................26
ADDITIONAL INFORMATION.....................................................26
INDEX TO FINANCIAL STATEMENTS..............................................27
FINANCIAL STATEMENTS.......................................................28
Until ___________, 2000 (90 days after the date of this Prospectus, unless
extended by UBIG 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> 36
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> 37
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 UBIG and its shareholders in certain circumstances. Management
has determined that it would be advantageous for UBIG to include such
indemnification in its Articles of Incorporation to include the protections
provided to officers and directors of UBIG pursuant to Section 16-10a-841 of
the Utah Revised Business Corporation Act.
The indemnification would eliminate the personal liability of a director to
UBIG 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 UBIG 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 UBIG, as it should enhance UBIG's ability to attract
and retain qualified individuals to serve as directors of UBIG 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 UBIG 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 UBIG 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>
<PAGE> 38
Indemnification of Officers, Directors and Others
-------------------------------------------------
This Article has been added to provide that UBIG shall indemnify directors to
the fullest extent permitted by the Utah Revised Business Corporation Act and
that UBIG 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 UBIG 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 UBIG 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 UBIG 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 UBIG'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 UBIG 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> 39
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
UBIG issued 6,000,000 shares of UBIG's restricted common stock to UBIG's
founder, Burke T. Maxfield, in connection with UBIG'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 UBIG'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 Original Filing
3.01 3(i) Articles of Incorporation and Amendments "
3.02 3(ii) Bylaws "
4.01 4 Specimen Stock Certificate "
5.01 5 Opinion of Taylor and Associates, Inc.
Attorneys and Counselors at Law "
10.01 10 Assignment of Technology "
23.01 23 Consent of Taylor and Associates, Inc.,
Attorneys and Counselors at Law "
23.02 23 Updated Consent of HJ & Associates, LLC,
Certified Public Accountants This Filing
<PAGE>
<PAGE> 40
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> 41
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 amended
registration statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the city of Kaysville, State of Utah, on the
21st day of July 2000.
UBETIGOLF, INC.
By:___________________________________
/S/ Burke T. Maxfield
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amended 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 July 21, 2000
