SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934
For the Quarter ended September 30, 1996
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF T
HE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period
to
Commission file number 33-12664-D
WORLDWIDE GOLF RESOURCES, INC.
(Formerly JSL, Inc.)
(Exact name of Registrant as specified in its charter)
__________________
NEVADA 88-0335511
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5230 S. Valley View, Suite E
Las Vegas, Nevada 89118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (702) 739-9392
__________________
Securities registered pursuant to Section 12(g) of the Act:
None
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.0001 par value
(Title of class)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the
Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K: [ ]
<PAGE>
The aggregate market value of the Registrant's voting stock
held by nonaffiliates of the Registrant at September 30,
1996 was approximately $ 3,556,259.
The number of shares of Common Stock, $0.0001 par value,
outstanding on September 30, 1996, was 3,952,748 shares,
held by approximately 300 shareholders.
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
AND SUBSIDIARIES
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996
INDEX
PART I. FINANCIAL INFORMATION Page
Condensed consolidated financial statements of
Worldwide Golf Resources, Inc. and subsidiaries:
Balance sheets at September 30, 1996
and December 31, 1995 2
Statement of operations for the three months
ended September 30, 1996 and 1995 3
Statement of operations for the nine months ended
September 30, 1996 and 1995 4
Statement of cash flows for the nine months ended
September 30, 1996 and 1995 5
Notes to condensed consolidated financial
statements 6
Management's discussion and analysis of financial
condition and results of operations 7
PART II. OTHER INFORMATION 9
Item 1. Legal proceedings
Item 6. Exhibits and reports on Form 8-K
SIGNATURES 10
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
September 30, December 31,
1996 1995
-------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents................. $ 99,951 $ 65,345
Receivables,net........................... 400,021 383,090
Inventory, lower of cost or market........ 522,231 598,280
Receivable, directors and employees....... 0 94,167
Receivable, other......................... 5,000 5,400
Prepaid expenses.......................... 7,856 33,242
----------- ---------
Total current assets.................... 1,035,059 1,179,524
----------- ---------
Property and equipment:
Automobiles............................... 20,942 27,842
Trailers.................................. 11,014 41,002
Equipment................................. 751,720 714,812
Office equipment.......................... 31,689 85,736
Signs..................................... 2,668 2,668
Leasehold improvements.................... 17,829 15,814
---------- ----------
835,862 887,874
Less accumulated depreciation and
amortization......................... 275,553 191,433
---------- ----------
Property and equipment, net............... 560,309 696,441
---------- ----------
Other assets:
Customer accounts lists, net.............. 0 22,332
Organization costs, net................... 1,213 1,438
Publishing rights......................... 0 7,500
Patent costs.............................. 270,845 303,745
Memberships............................... -- 5,233
Other..................................... 14,910 25,319
Goodwill.................................. 20,557 21,000
Covenant Not to Compete, net of
amortization............................ 242,700 256,103
---------- ----------
Total other assets...................... 550,225 642,670
---------- ----------
$2,145,593 $2,518,635
========== ==========
<FN>
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable, trade................... $ 354,995 $ 371,549
Payroll taxes payable..................... 81,100 182,879
Sales taxespayable........................ 1,960 1,923
Accrued expenses.......................... 2,847 12,574
Customer deposits......................... 19,954 2,656
Current portion, notes payable............ 487,938 146,119
--------- ----------
Total current liabilities............... 948,794 717,700
--------- ----------
Non-current liabilities
Stockholder loans......................... 301,899 137,532
Notes payable, other...................... 0 8,244
--------- ----------
Total non-current liabilities........... 301,899 145,776
--------- ----------
Stockholders' equity:
Common stock, $.0001 par value,
authorized 50,000,000 shares,issued
3,952,748 and 2,829,428 shares............ 11,405 11,387
Less: Treasury stock..................... (12,932) (58,896)
Paid-in capital........................... 4,042,860 3,907,920
Retained earnings (deficit)............... (3,146,433) (2,205,252)
---------- ----------
Total stockholders' equity.............. 894,900 1,655,159
---------- ----------
$2,145,593 $2,518,635
========== ==========
<FN>
</TABLE>
The accompanying notes are an integral part of the financial
statements
2
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30,
1996 1995
<S> <C> <C>
Sales, net of returns and
discounts...................................... $ 658,835 596,942
Costs of goods sold............................. 400,588 405,739
--------- ---------
Gross Profit..................................... 258,247 191,203
Operating Expenses:
Selling, general and administrative............. 421,526 397,103
Depreciation and amortization................... 47,584 31,808
Writedown of equipment and other assets......... 433,102 --
---------- ---------
Operating income (loss).......................... (643,965) (237,708)
Other income (expense)
Interest expense................................ (4,248) (10,238)
---------- ---------
Net loss......................................... $ (648,213) $ (247,946)
========= =========
Net loss per share of common stock............... $ (.19) $ (.13)
========= =========
Weighted average number of shares outstanding.... 3,485,868 1,940,396
========= =========
<FN>
</TABLE>
The accompanying notes are an integral part of the financial
statements
3
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30,
1996 1995
<S> <C> <C>
Sales, net of returns and discounts............... $ 1,858,153 $ 2,001,744
Costs of goods sold............................... 1,330,020 1,330,707
--------- ----------
Gross Profit...................................... 528,133 671,037
Operating Expenses:
Selling, general and administrative.............. 886,694 1,173,738
Depreciation and amortization.................... 135,473 99,458
Writedown of equipment and other assets.......... 433,102 --
--------- ----------
Operating income (loss)........................... (927,136) (602,159)
Other income (expense)
Interest expense................................. (14,045) (34,043)
--------- ---------
Net loss.......................................... $ (941,181) $ (636,202)
========= =========
Net loss per share of common stock................ $ (.30) $ <.33)
========= =========
Weighted average number of shares outstanding..... 3,160,797 1,940,396
========= =========
<FN>
</TABLE>
The accompanying notes are an integral part of the financial
statements
4
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30,
1996 1995
<S> <C> <C>
Net cash provided by (used in)
operating activities......................... $ (674,283) $ (840,491)
Cash flow from investing activities:
Additions to property and equipment.......... -- (260,629)
--------- ---------
Net cash used in investing activities... -- (260,629)
Cash flow from financing activities:
Proceeds from short term debt................ -- 45,000
Increase in investor loans................... 156,123 4,429
Sale of treasury stock....................... 25,778 --
Issuance of common stock..................... 526,988 1,087,854
--------- ---------
Net cash provided by financing
activities............................ 708,889 1,137,283
--------- ---------
Cash and cash equivalents:
Increase (decrease) for period............... 34,606 36,163
Balance, beginning of period................. 65,345 11,190
--------- ---------
Balance, end of period $ 99,951 $ 47,353
========= =========
<FN>
</TABLE>
The accompanying notes are an integral part of the financial
statements
5
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of Management, all adjustments necessary
for a fair statement of the results for the unaudited
three months and nine months ended September 30, 1996
and 1995, have been made. The results of operations
for an interim period are not necessarily indicative of
the results to be expected for a full year.
2. In the third quarter of 1996, the Company recorded a
writedown of equipment and other assets of $433,102,
consisting principally of a provision to adjust the
carrying values of idle and underperforming assets to
estimated net realizable values. The provision was
based on a periodic review of Company assets to
determine whether there had been a permanent decline
in the value of any assets due to manufacturing
productivity improvement, refinements in strategic
direction, or a decline in market value.
3. Certain reclassifications have been made to prior
period financial statements to conform with current
period presentations.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Financial Condition
Liquidity and Capital Resources:
The company has been seeking additional funds to be used for
working capital. Currently, the company is not able to fill
all sales orders due to restrictions in working capital.
Management has reached an agreement for additional working
capital to be injected into the company the first part of
1997.
Results of Operations:
Three Months Ended September 30, 1996 and September 30, 1995
The following is a review of the Company's four primary
business segments, Golf Publications, Golf Club Assembly and
Sales, Synthetic Turf Manufacturing, and Golf Driving Range
Equipment Manufacturing. For more information regarding the
acquisitions of the above business segments see the
Company's 10-K filing for the period ending December 31,
1995.
Golf Publications
The publishing unit's primary product is the Las Vegas Golf
Magazine which had its inaugural issue in March, 1994.
Advertising Sales for the third quarter of 1996 decreased
$73,336 (60%) to $49,776 from $123,112 in the third quarter
of 1995. The decrease in revenue is due primarily to the
Golf Guide which was published in the third quarter of 1995.
The next publication of the Golf Guide will be in 1997.
This area generated 7% of the Company's third quarter
revenues.
The net loss for the third quarter of 1996 increased $10,694
to $19,360 from $8,666 in the third quarter of 1995. The
increase in the net loss is due primarily to the decrease in
revenues.
Golf Club Assembly and Sales
Tour Precision has been relocated to the Range Master
facility in Temecula, California. Tour Precision liquidated
its remaining inventory in the third quarter of 1996. Tour
Precision's loss in the third quarter of 1996 was $258,813.
Synthetic Turf Manufacturing, Sales and Installation
AmericanTurf Manufacturing's revenues for the third quarter
of 1996 increased $267,420 (98%) to $540,685 from $273,265
in the third quarter of 1995. Revenues are expected to
continue to increase during the remainder of 1996.
The net loss for the third quarter of 1996 decreased $81,832
to $73,383 from $155,215 in the third quarter of 1995. The
decrease is due primarily to the increase in sales.
Management expects this unit to continue to become more
profitable during the remainder of 1996 as revenues
increase.
7
<PAGE>
Golf Driving Range Equipment Manufacturing
Range Master's revenue for the third quarter of 1996
decreased $69,484 (41%) to $100,521 from $170,005 in the
third quarter of 1995. The decrease in revenues was
primarily due to restrictions of working capital. The
company is currently negotiating an agreement for additional
working capital to be injected into the company the first
part of 1997.
The net loss for the third quarter of 1996 increased $58,218
to $121,380 from $63,162 in the third quarter of 1995. The
increase is due primarily to the reduction in revenues. In
addition to Range Master's operating loss there was also a
writedown of Golf Auto Tee equipment which resulted in a
loss of $93,857.
Nine Months Ended September 30, 1996 and September 30, 1995
Golf Publications
Advertising sales for the first nine months of 1996
decreased $86,680 (28%) to $224,764 from $311,444 in the
first nine months of 1995. This area generated 12% of the
Company's revenues.
The net loss for the first nine months of 1996 decreased
$32,121 to $59,806 from $91,927 in the first nine months of
1995. The decrease in the net loss is due primarily to a
reduction of general and administrative expenses.
Synthetic Turf Manufacturing, Sales and Installation
AmericanTurf Manufacturing's revenues for the first nine
months of 1996 increased $223,903 (23%) to $1,177,518 from
$953,615 in the first nine months of 1995. AmericanTurf
provided 64% of the Company's first nine months of revenues.
As noted above Management expects this unit's revenue to
increase during the remainder of 1996.
The net loss for the first nine months of 1996 decreased
$116,065 to $228,841 from $344,906 in the first nine months
of 1995. The decrease is due primarily to the increase in
revenues.
Golf Driving Range Equipment Manufacturing
Range Master's revenue for the first nine months of 1996
decreased $208,213 (32%) to $439,082 from $647,295 in the
first nine months of 1995. As noted above, the decrease in
revenues was primarily due to restrictions of working
capital. Range Master provided 24% of the Company's revenue
over the first nine months of 1996.
The net loss for the first nine months of 1996 increased
$96,328 to $243,748 from $147,420 in the first nine months
of 1995. The increase is due primarily to the reduction
in revenues. In addition to Range Master's operating loss
there was also a writedown of Golf Auto Tee equipment which
resulted in a loss of $93,857.
8
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
In the fourth quarter of 1995, Worldwide, as part of its
acquisition of Range Master, assumed certain obligations of
Range Master, inclusive of a $300,000 debt to Golftek, Inc.,
which was represented by a Stipulated Judgment. Pursuant to
the agreement, Worldwide paid Golftek $50,000 in cash and
$250,000 in Worldwide stock, which stock Worldwide would
have repurchased at the option of Golftek, Inc. Due to the
price of Worldwide's stock in December of 1995, a dispute
arose over the payoff by Worldwide and the election by
Golftek to receive cash in lieu of stock. The parties have
since amended their agreement whereby the debt obligation
will be paid in cash rather than stock, with $65,000 paid
down in November, 1996, and $15,000 per month thereafter
until paid in full.
Item 6. Exhibits and Reports on Form 8-K.
a. There were no reports on Form 8-K filed during
the nine months ended September 30, 1996.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WORLDWIDE GOLF RESOURCES, INC.DATED: December 19, 1996
By: /s/ GERALD LEVINE By: /s/ MARIE A. LEVINE
Gerald Levine Marie A. Levine
Chief Executive Officer Secretary/Treasurer
Pursuant to the requirements of the Securities Exchange
Act of 1934, the reports has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Title Date
By: /s/ GERALD LEVINE Chairman ofthe Board December 19, 1996
Gerald Levine Chief Executive Officer
By: /s/ MARIE A. LEVINE Secretary December 19, 1996
Marie A. Levine Treasurer
10
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-END> SEP-30-1996
<CASH> 99,951
<SECURITIES> 0
<RECEIVABLES> 423,268
<ALLOWANCES> 23,247
<INVENTORY> 522,231
<CURRENT-ASSETS> 1,035,059
<PP&E> 835,862
<DEPRECIATION> 275,553
<TOTAL-ASSETS> 2,145,593
<CURRENT-LIABILITIES> 948,794
<BONDS> 0
<COMMON> 11,405
0
0
<OTHER-SE> 883,495
<TOTAL-LIABILITY-AND-EQUITY> 2,145,593
<SALES> 1,858,153
<TOTAL-REVENUES> 1,858,153
<CGS> 1,330,020
<TOTAL-COSTS> 1,330,020
<OTHER-EXPENSES> 1,455,269
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,045
<INCOME-PRETAX> (941,181)
<INCOME-TAX> 0
<INCOME-CONTINUING> (941,181)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (941,181)
<EPS-PRIMARY> (.30)
<EPS-DILUTED> (.30)
</TABLE>
