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 June 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 June 30, 1996 was
approximately $ 3,799,102.
The number of shares of Common Stock, $0.0001 par value,
outstanding on June 30, 1996, was 3,014,428 shares, held by
approximately 300 shareholders.
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
AND SUBSIDIARIES
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996
INDEX
PART I. FINANCIAL INFORMATION Page
Condensed consolidated financial statements of
Worldwide Golf Resources, Inc. and subsidiaries:
Balance sheets at June 30, 1996
and December 31, 1995 2
Statement of operations for the three months
ended June 30, 1996 and 1995 3
Statement of operations for the six months ended
June 30, 1996 and 1995 4
Statement of cash flows for the six months ended
June 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
June 30, December 31,
1996 1995
---------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents................... $ 44,562 $ 65,345
Receivables,net............................. 576,728 383,090
Inventory, lower of cost or market.......... 603,914 598,280
Receivable, directors and employees......... 89,670 94,167
Receivable, other........................... 5,000 5,400
Prepaid expenses............................ 22,645 33,242
--------- ----------
Total current assets...................... 1,342,519 1,179,524
--------- ----------
Property and equipment:
Automobiles................................. 27,842 27,842
Trailers.................................... 41,002 41,002
Equipment................................... 717,543 714,812
Office equipment............................ 86,164 85,736
Signs....................................... 2,668 2,668
Leasehold improvements...................... 17,967 15,814
--------- ----------
893,186 887,874
Less accumulated depreciation and
amortization........................... 220,619 191,433
--------- ----------
Property and equipment,net.................. 672,567 696,441
Other assets:
Customer accounts lists,net................. 21,960 22,332
Organization costs,net...................... 1,284 1,438
Publishing rights........................... 7,500 7,500
Patent costs................................ 281,693 303,745
Memberships................................. -- 5,233
Deposits.................................... 21,266 25,319
Goodwill.................................... 20,688 21,000
Covenant Not to Compete, net of
amortization.............................. 247,168 256,103
--------- ---------
Total other assets........................... 601,559 642,670
--------- ---------
$2,616,645 $2,518,635
<FN>
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable,trade..................... $ 437,585 $ 371,549
Payroll taxespayable....................... 77,267 182,879
Sales taxes payable........................ 1,924 1,923
Accrued expenses........................... 10,110 12,574
Customer deposits.......................... 26,189 2,656
Current portion, notes payable............. 171,201 146,119
--------- ---------
Total current liabilities................ 724,276 717,700
--------- ---------
Non-current liabilities
Stockholder loans.......................... 165,874 137,532
Notes payable, other....................... 246,538 8,244
--------- ---------
Total non-current liabilities.............. 412,412 145,776
--------- ---------
Stockholders' equity:
Common stock, $.0001 par value,
authorized 50,000,000 shares,issued
3,014,428 and 2,829,428 shares............. 11,405 11,387
Less: Treasury stock...................... (33,118) (58,896)
Paid-in capital............................ 3,999,890 3,907,920
Retained earnings (deficit)................ (2,498,220) (2,205,252)
----------- -----------
Total stockholders'equity................ 1,479,957 1,655,159
----------- -----------
$2,616,645 $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 JUNE 30,
1996 1995
<S> <C> <C>
Sales, net of returns and
discounts..................................... $ 619,374 $ 833,637
Costs of goods sold........................... 483,577 582,160
--------- ---------
Gross Profit................................... 135,797 251,477
Operating Expenses:
Selling, general and administrative........... 201,198 306,640
Depreciation and amortization................. 43,945 47,741
--------- ---------
Operating income (loss)........................ (109,346) (102,904)
Other income (expense)
Interest expense.............................. (6,077) (9,637)
--------- - --------
Net loss....................................... $ (115,423) $ (112,541)
========= =========
Net loss per share of common stock............. $ (.04) $ (.07)
========= =========
Weighted average number of shares outstanding.. 3,014,428 1,654,887
========= =========
<FN>
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30,
1996 1995
<S> <C> <C>
Sales, net of returns and
discounts.................................... $1,199,318 $1,404,802
Costs of goods sold......................... 929,432 924,968
--------- ---------
Gross Profit................................. 269,886 479,834
Operating Expenses:
Selling, general and administrative......... 465,168 776,635
Depreciation and amortization............... 87,889 67,650
--------- ---------
Operating income (loss)...................... (283,171) (364,451)
Other income (expense)
Interest expense............................ (9,797) (23,805)
--------- ---------
Net loss..................................... $ (292,968) $ (388,256)
========= =========
Net loss per share of common stock........... $ (.10) $ <.25)
========= =========
Weighted average number of shares
outstanding................................. 2,952,761 1,579,632
========= =========
<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
SIX MONTHS ENDED JUNE 30,
1996 1995
<S> <C> <C>
Net cash provided by (used in)
operating activities......................... $ (405,185) $ (476,023)
--------- ---------
Cash flow from investing activities:
Additions to property and equipment.......... -- <368,773)
--------- ---------
Net cash used in investing activities... -- (368,773)
--------- ---------
Cash flow from financing activities:
Proceeds from short term debt................ -- 102,600
Increase in investor loans................... 266,636 42,600
Sale of treasury stock....................... 25,778 --
Issuance of common stock..................... 91,988 700,177
--------- --------
Net cash provided by financing
activities........................... 384,402 845,377
--------- --------
Cash and cash equivalents:
Increase (decrease) for period............... (20,783) 581
Balance, beginning of period................. 65,345 11,190
--------- --------
Balance, end of period $ 44,562 $ 11,771
========= ========
<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 six months ended June 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. 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:
Management believes that the Company's present working
capital and funds generated from operations should be
supplemented through equity issuances to sustain its growth
and to allow for expanded customer base access. Internal, as
well as external sources, will be sought in the coming
periods as Management institutes a thorough program of
rationalizing product lines, their individual revenue
potential and their respective inventory/production
requirements.
Results of Operations:
Three Months Ended June 30, 1996 and June 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 second quarter of 1996 increased
$6,083 (7%) to $93,759 from $87,676 in the second quarter of
1995. This area generated 16% of the Company's second
quarter revenues.
The net loss for the second quarter of 1996 decreased $5,029
to $7,119 from $12,148 in the second quarter of 1995. The
decrease in the net loss is due primarily to a reduction of
general and administrative expenses.
Golf Club Assembly and Sales
Tour Precision has been relocated to the Range Master
facility in Temecula, California. Tour Precision had minor
sales in the second quarter of 1996. Tour Precision is in
the process of designing and obtaining patents on a new
perimeter adjustable weighted club head, as management
attempts to reposition the company in the golf club market.
Synthetic Turf Manufacturing, Sales and Installation
AmericanTurf Manufacturing's revenues for the second quarter
of 1996 decreased $108,601 (25%) to $327,236 from $435,837
in the second quarter of 1995. The decrease in revenue is
due to several sales contracts being delayed as customers
are behind schedule on the construction of their ranges.
Revenues are expected to increase during the remainder of
1996 as construction begins on these ranges.
The net loss for the second quarter of 1996 increased $6,382
to $61,566 from $55,184 in the second quarter of 1995. The
increase is due primarily to the decrease in sales as noted
above. Management expects this unit to become profitable
during the remainder of 1996 as revenues increase.
7
<PAGE>
Golf Driving Range Equipment Manufacturing
Range Master's revenue for the second quarter of 1996
decreased $95,994 (39%) to $149,443 from $245,437 in the
second quarter of 1995. The decrease in revenue was primarily
due to restrictions of working capital. The company has made
arrangements for additional working capital, and revenue is
expected to increase as the company is introducing three new
products at the PGA Show this fall. Range Master provided 26%
of the Company's second quarter revenues.
The net loss for the second quarter of 1996 increased
$45,438 to $63,376 from $17,938 in the second quarter of
1995. The increase is due primarily to the reduction in
revenues.
Six Months Ended June 30, 1996 and June 30, 1995
Golf Publications
Advertising sales for the first six months of 1996 increased
$20,820 (14%) to $174,988 from $154,168 in the first six
months of 1995. This area generated 14% of the Company's
second quarter revenues.
The net loss for the first six months of 1996 decreased
$51,481 to $31,780 from $83,261 in the first six months of
1995. The decrease in the net loss is due primarily to the
increase in revenue and a reduction of general and
administrative expenses.
Synthetic Turf Manufacturing, Sales and Installation
AmericanTurf Manufacturing's revenues for the first six
months of 1996 decreased $43,517 (6%) to $636,833 from
$680,350 in the first six months of 1995. AmericanTurf
provided 55% of the Company's first six 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 six months of 1996 decreased
$34,233 to $155,458 from $189,691 in the first six months of
1995. The decrease is due primarily to a reduction in
general and administrative expenses. Management expects this
unit to become profitable by the end of the year as revenues
increase.
Golf Driving Range Equipment Manufacturing
Range Master's revenue for the first six months of 1996
decreased $138,729 (29%) to $338,561 from $477,290 in the
first six months of 1995. As noted above, the decrease in
revenues was primarily due to restrictions of working
capital. Range Master provided 29% of the Company's revenue
over the first six months of 1996.
The net loss for the first six months of 1996 increased
$38,109 to $122,368 from $84,258 in the first six months of
1995. The increase is due primarily to a reduction of
revenues.
8
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
As of June 30, 1996 the Company was neither
presently or expected to be involved in any
litigation matters.
Item 6. Exhibits and Reports on Form 8-K.
a. There were no reports on Form 8-K filed during
the six months ended June 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: August 9, 1996
By: /s/ KENNETH L. MAUL By: /s/ JANET E. MAUL
Kenneth L. Maul Janet E. Maul
Chief Executive Officer Secretary/Treasurer
President
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/ KENNETH L. MAUL Chairman of the Board August 9,1996
Kenneth L. Maul President
By: /s/ JANET E. MAUL Secretary August 9,1996
Janet E. Maul Treasurer
By: /s/ C. GREGORY FREY Director August 9,1996
C. Gregory Frey
10
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 44,562
<SECURITIES> 0
<RECEIVABLES> 599,975
<ALLOWANCES> 23,247
<INVENTORY> 603,914
<CURRENT-ASSETS> 1,342,519
<PP&E> 893,186
<DEPRECIATION> 220,619
<TOTAL-ASSETS> 2,616,645
<CURRENT-LIABILITIES> 724,276
<BONDS> 0
<COMMON> 11,405
0
0
<OTHER-SE> 1,468,552
<TOTAL-LIABILITY-AND-EQUITY> 2,616,645
<SALES> 1,199,318
<TOTAL-REVENUES> 1,199,318
<CGS> 929,432
<TOTAL-COSTS> 929,432
<OTHER-EXPENSES> 553,057
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,797
<INCOME-PRETAX> (292,968)
<INCOME-TAX> 0
<INCOME-CONTINUING> (292,968)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (292,968)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
<FN>
</FN>
</TABLE>
