SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the Fiscal year ended December 31, 1995
[ ]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: (704) 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 pr 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 December 31, 1995
was approximately $ 2,261,980.
The number of shares of Common Stock, $0.0001 par value,
outstanding on December 31, 1995, was 2,829,428 shares, held
by approximately 300 shareholders.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for
its Annual Meeting of Stockholders to be held on or about
June 30, 1996 (to be filed) are incorporated by reference
into Part III of this Form 10-K.
<PAGE>
PART I
ITEM 1. BUSINESS
General
Worldwide Golf Resources, Inc. (the "Company") is engaged in
several golf-related ventures, including the publication of
a periodic golf magazine in the Las Vegas, Nevada market;
the manufacture and installation of synthetic turf for use
in driving ranges (as well as other applications); the
manufacture and sale of tour-quality golf clubs; the
manufacture and sale of golf driving range equipment; and
the manufacture and sale of an underground automatic golf
ball teeing device. The latter also involved the Company
acquiring certain Patent rights from the inventor (Patent
Issued) as listed below in the Patents, Copyrights,
Trademarks and Trade Secrets section of this item. A more
detailed description of the Company's various business
segments is found in the Financial Information About
Industry Segments and Narrative Description of Business
sections below.
The Company's current organization was accomplished through
a successful merger and acquisition program during the
fiscal years ending December 31, 1995 and 1994. JSL, Inc.
(the original company, incorporated in Delaware on September
18, 1986, for the purpose of seeking acquisition and merger
opportunities) and Infodynamx Corporation merged in spring
of 1994. Though JSL, Inc. was the surviving entity, it
adopted the Infodynamx name. The new corporation began
operations on April 1, 1994. The new company then merged
with Worldwide Golf Resources, Inc. (of Colorado). Again,
though Infodynamx was the surviving entity, the company
elected to utilize the name recognition of Worldwide Golf
Resources and therefore adopted the name. Prior to the
merger, Infodynamx had transferred its domicile to the State
of Nevada. Thus, the combined companies were now a Nevada
Corporation.
Subsequent to the merger activities above, the company was
party to two successful acquisition efforts during 1994. On
December 16, 1994, the Company acquired 100% of the common
stock of Tour Precision, Inc. of California in a stock-for-
stock exchange. After this, on December 31, 1994, the
Company completed the acquisition of 100% of the common
stock of American Turf Manufacturing, Inc. a Georgia
Corporation, in a stock-for-stock exchange.
During fiscal year 1995 the Company was successful in
negotiating additional acquisitions. On June 15, 1995 the
Company acquired assets and liabilities, in exchange for
stock, from Chem-Line of Georgia, Inc. and Ana-Tex of Rome,
Inc. On October 28, 1995, the Company was successful in
acquiring 100% of the common stock of Advanced Golf Systems,
Inc. d/b/a Range Master in a stock-for-stock exchange.
The Company's principal executive offices are located at
5230 S. Valley View, Suite E, Las Vegas, Nevada; telephone
(702) 739-9392.
Financial Information About Industry Segments.
The company is currently engaged in four primary business
segments in golf-related product industries; the publication
of golf periodicals/video cassettes, the manufacturing and
sale of golf driving range equipment, the manufacturing and
installation of synthetic turf at driving ranges, and the
manufacturing and sale of golf clubs. Respectively, the
segments accounted for 15.3%, 32.4%, 47.3% and 5.0%, of the
Company's total revenues for the fiscal year ended December
31, 1995. It is expected that the manufacturing and sale of
golf driving range equipment and synthetic turf will
continue to provide the majority of the Company's revenue.
Expanded information on each of the operating segments and
their respective markets is set forth in the following
section, Narrative Description of Business.
<PAGE>
Narrative Description of Business.
Golf Publications
Operations. The Company's Publications segment is engaged
in the publication of the ten times annually Las Vegas Golf
Magazine ("LVGM"), the annual Las Vegas Golf Guide
("Guide"), and the instructional golf video Golf Tips for
Desert Play ("Video"). Over 20,000 copies of the Guide are
printed and distributed each year, primarily in the southern
Nevada region. The 68 page, four-color edition provides the
hole layout and course statistics for 28 private, semi-
private and public courses in the region. The LVGM prints
20-30,000 copies ten times annually and estimates over
70,000 readers per month. The periodical averages 44 pages,
with local golf course reviews, golf celebrity interviews,
instructional articles, editorials, and discount coupons for
a wide range of merchandise and services. The Video is
available to subscribers and at various point-of-sale
locations (described further in Marketing below). The
Video, hosted by golf pro Robert Gamez, provides special
tips and techniques for playing in the desert environment.
Certain videos are customized to provide advertising
segments for certain customers (i.e. Sporting Goods Chains,
Golf Courses, Hotels, etc.)
Marketing. The Guide, LVGM and Video will be marketed
through including but not limited to, Las Vegas Hotels and
Casinos, Golf Courses, Restaurants, and Lounges.
Strategy. The near-term strategy of the Golf Publications
segment is to expand the circulation of the Las Vegas Golf
Magazine, increase the average number of pages per
publication, thereby increasing both the subscription
revenue potential as well as the advertising revenue
generation. Longer-term plans may include testing the
potential of the magazine's formula in other golfing
intensive markets around the country. Supplementary business
ventures such as providing vacation packages to the
Southwest are being reviewed for potential broadening of the
segment's revenue base.
Golf Driving Range Equipment Manufacturing, Sales and
Installation
Operations. The golf driving range equipment manufacturing,
sales and installation is effected through Advanced Golf
Systems, Inc. d/b/a Range Master of Temecula, California.
Range Master has over 20 years experience in the golf
driving range industry and has set the standard in
manufacturing range equipment and accessories. Range
Master's line of automated ball management components can be
configured to meet any volume demand of a driving range
operation. Range Master golf ball pickers, ball washers,
dispensers, vehicles and custom designed equipment is
renowned as the best in the industry. Range Master systems
provide accurate and timely sales data, security and
accountability. Installation of Range Master equipment has
yielded dramatic reductions in labor expense, while
eliminating excessive wear on the golf balls.
Marketing. Range Master markets its products through a
distributorship network that encompasses the United States,
Canada and several Asian countries. Range Master promotes
its products through the golf publications segment of the
Company, advertising in golf-related trade magazines and
through displays at the major trade shows/conventions.
Further, testimonials from previous clients and word-of-
mouth prove valuable in the promotion of the product lines.
Strategy. Range Master will incorporate the Golf Auto Tee
operations (described in detail below) and introduce it
under its existing golf automation management systems to
further enhance its product lines. The company will also
review opportunities to expand its dealership network into
new markets. Additionally, the company may use its network
to assist other companies in marketing their products on a
pass-through percentage basis.
<PAGE>
Synthetic Turf Manufacturing, Sales and Installation
Operations. The synthetic turf manufacturing, sales and
installation is effected through American Turf
Manufacturing, Inc. ("American Turf") of Rome, Georgia.
American Turf, through its RangeTurf is the country's
largest and fastest growing supplier of synthetic turf to
golf driving ranges and golf courses. The landing area turf
is complimented by target greens and visual sand and water
hazards, with grass-like playability. AmericanTurf also
provides Turf Tee Lines, 1" Fiber Golf Mats, Putting Greens,
Turf Tennis courts and Golf Cart Path Covers. Additional
applications for the synthetic turf and associated products
are outlined in the strategy section below. The development
of synthetic or artificial turf surfaces provides new
opportunities in the construction and development of driving
ranges in those regions which experience extreme variances
in climate, such as arid climate or drought, excessive or
heavy rainfall, and/or grass disease. Synthetic turf is
"community friendly" as it does not require any fertilizing,
fungicides or pesticides. Since water scarcity is becoming
a more significant issue in many regions, synthetic turf may
become the only avenue in which governmental authorities
will grant a permit for building a new golf driving range.
Marketing. AmericanTurf promotes its products through the
Golf Publications segment of the Company, advertising in
golf-related trade magazines, and through displays at the
major trade shows/conventions. Further, testimonials from
previous clients and word-of-mouth proved valuable in the
promotion of the product lines.
Strategy. AmericanTurf will continue to look to broadening
its product lines and will look to new applications for
synthetic turf, such as commercial and home landscaping.
The company is also looking to expand its manufacturing
capacity and further capitalize on economies of scale and
vertical integration. To this end, AmericanTurf acquired the
assets of Ana-Tex of Rome, Inc. ("Ana-Tex") and Chem-Line of
Georgia, Inc. ("Chem-Line"), companies which concentrate
their efforts in artificial turf and rubber products
manufacturing and sales. Agreements were reached with both
Ana-Tex and Chem-Line on June 15, 1995 wherein the Company
acquired 100% of the assets of each company in exchange for
105,000 shares of stock.
Golf Club Assembly and Sales
Operations. The custom golf club assembly and sales is
conducted through the Tour Precision ("Tour Precision")
segment. The clubs offered by Tour Precision are unique in
that they are the first quality, top-line custom clubs
designed for multi-use golf training facilities. The
company provides a demonstration center and a professional
fitting technician to assist the facility market the line of
clubs as well as offer another service to their customers.
Marketing. Marketing efforts will continue through direct
contact with golf training facilities and through the
Company's various publications (see above). Tour
Precision's comparative advantage will be exploited in
several major areas. Tour Precision will produce a totally
custom club, matching the requirements of the individual
golfer with respect to club head weights and shaft materials
(steel, aluminum, graphite, etc.). Also, Tour Precision is
offering to install a demonstration center manned by a
professional fitting technician complete with swing
analyzers and demonstration clubs. This latter feature is
intended to relieve the individual centers from tying up
their working capital, while providing another "draw" to
their center.
Strategy. The Company has relocated Tour Precision to the
Range Master facility in Temecula, California. This will
enable the company to cross utilize both equipment and
personnel with the Range Master facility. A full-service
demonstration facility is being constructed at that site to
illustrate to training facility owners the benefits of using
the demonstration centers to increase not only club sales
but customer satisfaction as well.
<PAGE>
Automatic Golf Ball Teeing Device Manufacturing Sales
Operations. The manufacturing and sale of the automatic
golf ball teeing device will be done through the Golf Auto
Tee segment, located with the Range Master facility in
Temecula, California. Golf Auto Tee is America's first
fully automatic underground golf ball teeing mechanism.
Various volumes (up to several hundred) of golf balls are
loaded into a large receptacle and gravity-fed to the
mechanized tee. Special light sensors detect when the tee'd
ball has been struck, whereby the teeing mechanism drops
below the turf surface and returns with a new ball in
position.
Marketing. The teeing system will be marketed to golf
training facilities and driving ranges, individual golf
courses, hotels, resorts and general recreation centers. As
with the other segments, the golf publications of the
Company assist in the marketing effort of the Golf Auto Tee
product lines. In addition, the Company has, at this
printing, three demonstration trailers which can be setup at
golfing tournaments, golf courses and other sports events.
As the product develops further, coin/bill acceptors can be
made available as well as credit card mechanisms.
Strategy. The near term strategy of the Golf Auto Tee
segment is to further develop the teeing systems features to
broaden its appeal to the expanding golfing market. The on-
site teaching professional provided with the Tour Precision
demonstration center will also be trained to provide the
routine maintenance (monthly oiling, parts replacement,
etc.) for the Golf Auto Tee system. This latter feature
demonstrates the integration of services the Company is
seeking to provide for both its existing customer base and
in emerging markets.
Principal Customers and Backlog.
Golf Publications
The Las Vegas Golf Magazine is currently distributed to
approximately 120 locations in the Southern Nevada area,
including the majority of the large hotels and casinos in
Las Vegas.
Golf Driving Range Equipment Manufacturing, Sales and Installation
At May 1, 1996, Range Master had approximately $250,000 in
backlogged equipment orders, which will be completed over the next
several months.
Synthetic Turf Manufacturing, Sales and Installation
As of December 31, 1995 American Turf Manufacturing Inc.
installed approximately 1,600,000 square feet of synthetic
turf, including approximately 1,445,000 s.f. of range turf,
67,000 s.f. of target greens and sand traps, 53,000 s.f. of
putting greens and 35,000 s.f. of Tee-Line turf. This is
198 percent of the 808,575 square feet installed in fiscal
1994. At May 1, 1996 AmericanTurf has approximately
2,400,000 square feet in backlogged orders and proposals.
Golf Club Assembly and Sales
At present Tour Precision does not have a backlog of golf
club sales. Direct marketing to golf courses and retail
customers will be continued. Tour Precision has developed a
new perimeter adjustable weighted club head to be introduced
at the P.G.A. Golf Show in Las Vegas, Nevada in September of
1996.
<PAGE>
Raw Materials.
Raw materials used in the manufacturing of the business
segments are available from a large number of competitive
suppliers. Therefore, the Company believes that no single
vendor would pose any material adverse risk either as to
price or supply of raw material.
Industry Conditions.
The golfing market targeted by the Company remains solid
with promising growth potential. A recent survey reported
that more than 11.4 million people in the country
participate in golfing activities at golf facilities other
than the customary golf courses. Figures made available by
the Golf Range and Recreation Report indicated that there
were over 1,588 stand-alone golf facilities in the U.S. in
1993, up 182 (12.9 percent) from 1992 level's. Management
believes that this market expansion will continue to provide
opportunities for the Company to grow.
Competition.
There is substantial competition for the Company's golf
publications segment, both on a localized and national
level, however, the Company's current focus is on the local
Las Vegas market which includes a substantial number of
visitors to southern Nevada which has shown less significant
competition.
The golf driving range equipment segment faces several major
competitors which are currently much larger and better
capitalized than the Company. However, the Range Master
name has been around for over 20 years in the driving range
equipment market and is well known for its superior
products.
The synthetic turf division faces several substantial
competitors but has mitigated that to some extent by
focusing on golf driving ranges where its specialization has
presented a market niche for its products.
There are numerous and well-known manufacturers and
providers of golf clubs. Tour Precision's features and
customization are not exclusive to itself. The segment
provides a teaching professional complete with a demonstration
center and golf training facilities to assist in the customization
of Tour Precision's product lines.
The Company is aware of several automatic golf teeing
devices. Thus, the Company expects to meet significant
competition in its marketing operation from major companies
which will undoubtedly be in a better position to finance
research, develop additional product lines, and take the
products to market. However, the Company has evaluated the
competing products and has determined that the Company's
product has certain unique features, inclusive of lower cost
differentials, that should enable the Company to compete
effectively.
Although the Company believes its products to be superior to
those of its present competitors; the market for the
Company's new acquisitions is very large. As such, there
are major companies that have already captured major
portions of the golf product markets. At present, several
of these companies have resources much greater than those of
the Company. Therefore, there is no assurance that the
Company's products will continue to be competitive in the
marketplace.
Federal and State Regulation.
The Company's facilities are subject to numerous federal,
state, and local laws and regulations designed to protect
the environment from the generation and disposal of wastes,
emissions and hazardous substances. The Company is also
subject to the Federal Occupational Safety and Health Act
and other laws and regulations affecting the safety and
health of employees in the production areas of its
facilities. The company believes it is in compliance in all
material respects with all applicable environmental and
occupational safety regulations.
<PAGE>
Patents, Copyrights, Trademarks and Trade Secrets.
The Company has obtained the following Patents, Trademarks
and Trade Secrets for its golf-related businesses:
Business Segment Country Type Number Date Issued
- ---------------- ------- ---- ------ -----------
Las Vegas Golf Magazine USA CR 12/08/93
The Las Vegas Golf Guide USA CR 12/08/93
Tour Precision, Inc. USA TM 12/08/93
Golf Auto Tee USA P P#5,351,964 12/08/93
Growth Strategy.
The Company will continue to capitalize on the synergism
achieved through the development of the current
complimentary business segments and to review additional
opportunities in the manufacturing, publishing, and
servicing of golf-related items.
Employees.
As of December 31, 1995, the Company employed approximately
9 employees in the State of Nevada, 8 employees in the State
of Georgia and 10 employees in the State of California.
None of such employees is covered by a collective bargaining
agreement. The Company believes that its relationship with
its employees is satisfactory.
Recent Developments.
Full scale production of the patented golf training device
GolfJackTM is to begin in May. The company recently
acquired the patents to the GolfJackTM . The product allows
a golfer to practice some of the most difficult shots in the
game, uphill, sidehill, and downhill lies. The product
features a closed circuit hydraulic system that uses the
golfer's weight to shift the mat up, down, sideways, or any
of those combinations, and to any degree. The company has
received significant interest in the product from the
individual golfer to golf driving ranges. The company
currently has orders for over 200 units of the GolfJackTM .
The company is also in negotiations with foreign companies
who are interested in purchasing several hundred units of
the product. The company expects the GolfJackTM to become
one of Range Master's best selling products.
Also in May, the Company has reached an agreement with
Composite Power Corporation to be the exclusive provider of
composite poles to be used for netting at golf driving
ranges and courses. This product has many advantages over
traditional poles, including lightweight, strength, and low
cost. This product will be marketed through the Range
Master segment of the Company.
<PAGE>
ITEM 2. PROPERTIES
The following table sets forth information regarding the
Company's leased properties:
Annual
Building Rental
Location Use Square Feet Payments
- -------- --- ----------- --------
Las Vegas, NV Corporate office, golf 5,131 39.3
publications
Temecula, CA Range equipment 12,000 57.6
and golf club
manufacturing
Rome, GA Synthetic turf 15,200 18.0
manufacturing
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the
Company's fiscal year ended December 31, 1995.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock is traded in the over-the-counter
securities market through the National Association of
Securities Dealers Automated Quotation System, under the
NASDAQ symbol GOFR. The following table sets forth the
quarterly high and low bid prices for the Company's Common
Stock during the last two fiscal years of the Company, as
reported by the National Quotations Bureau. The quotations
reflect inter-dealer prices, without retail mark-up, mark-
down or commission, and may not necessarily represent actual
transactions.
<TABLE>
1995 1994
High Low High Low
<S> <C> <C> <C> <C>
1st Quarter $6.25 $5.75 - -
2nd Quarter $7.25 $6.38 - -
3rd Quarter $7.50 $6.75 $6.25 $4.75
4th Quarter $7.25 $3.06 $6.46 $5.00
<FN>
</TABLE>
Note: The Company started trading on July 27, 1994.
As of December 31, 1995 the Company had approximately 300
shareholders of the 2,594,247 shares outstanding.
The Company has never declared or paid dividends on its
Common Stock. The Company intends to follow a policy of
retaining earnings, if any, to finance the growth of the
business and does not anticipate paying any cash dividends
in the foreseeable future. The declaration and payment of
future dividends on the Common Stock will be the sole
discretion of the Board of Directors and will depend on the
Company's profitability and financial condition, capital
requirements, statutory and contractual restrictions, future
prospects and other factors deemed relevant.
<PAGE>
ITEM 6. SELECTED FINANCIAL INFORMATION
The selected financial information presented below under the
captions "Statement of Operations Data" and "Balance Sheet
Data" for the years ended December 31, 1995 and December 31,
1994 has been derived from the financial statements of the
Company, such financial statements have been audited by
Janet Loss, independent certified public accountant. The
selected financial information should be read in conjunction
with the Consolidated Financial Statements and related notes
thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
<TABLE>
Fiscal Years Ended December 31,
1995 1994
<S> <C> <C>
Statement of Operations Data:
Revenue:
Sales, net of returns and Discounts... $2,272,795 $1,127,477
Costs of goods sold................ 1,883,181 888,416
---------- ----------
Total: 389,614 239,061
========== ==========
Operating Expenses:
Selling, general and administrative.. 1,229,171 727,951
Consulting expense.................. 340,604 73,240
Bad debt expense.................... 7,318 35,007
Depreciation and amortization ........ 144,228 31,257
--------- ----------
Total: 1,721,321 867,455
========= ==========
Operating income (loss)................. (1,331,707) (628,394)
Other income(expense)...................
Interest Expense.............. (39,827) (167,559)
Income Income................. 4,929 5,227
Other Income.................. 2,250 -------
Loss on Sale of Treasury Stock (11,822) -------
Loss before income taxes................ (1,376,177) (790,726)
Income Taxes................. ------- -------
----------- ---------
Net Income (Loss): (1,376,177) (790,726)
----------- ---------
Net loss per share of common stock (0.62) (.93)
=========== =========
<FN>
</TABLE>
<TABLE>
As of December 31,
1995 1994
<S> <C> <C>
Balance Sheet Data:
Cash and cash equivalents......... $ 65,345 $ 11,190
Net working capital............... 461,824 468,625
Total Assetes..................... 2,518,635 999,258
Total Stockholder's Equity........ 1,655,159 749,434
<FN>
</TABLE>
<PAGE>
ITEM 7. 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:
Fiscal 1995 Compared with Fiscal 1994
The Company's fundamental businesses and composition has
changed so dramatically from fiscal year 1994 to fiscal
year 1995 that a review on a strictly consolidated basis is
not as useful as reviewing the progress of the Company's
business lines that remained and which were subsequently
added in fiscal 1994 and fiscal 1995. Therefore, following
is a review of the Company's publishing unit (in existence
in 1994), as well as Tour Precision and AmericanTurf
Manufacturing which were added after the third quarter of
fiscal 1994. Also, as noted above, the Company was
successful in acquiring Advanced Golf Systems Inc. d/b/a
Range Master of Temecula, California. This acquisition was
completed on October 28, 1995.
Golf Publications
The publishing unit's primary product in fiscal year 1995
and 1994 was the Las Vegas Golf Magazine which had its
inaugural issue in March, 1994. Advertising Sales for
fiscal year 1995 increased $159,220 (84%) to $348,290 from
$189,070 in fiscal year 1994. Management is working to
increase the publishing unit's impact on Revenues by
initiating a program to aggressively sell the magazine,
which prior to March of 1995 had been offered free to the
retail customer. Efforts also will continue to increase the
magazine's subscription base through special programs for
subscribers to the magazine. Combined with the holding
company, this area generated 15.3% of the Company's fiscal
year 1995 revenues.
The net loss for fiscal 1995 decreased $193,760 to $181,166
from $374,926 in 1994. The decrease in the net loss is due
primarily to the increase in revenue and a reduction of
general and administrative expenses.
Golf Club Assembly and Sales
Tour Precision was a turn-around opportunity acquired in
late 1994 with which Management is working toward a near
term return to profitability. Tour Precision has been
relocated to the Range Master facility in Temecula,
California. This will enable the company to cross utilize
its personnel and equipment resources. Sales for fiscal
1995 declined from fiscal 1994, falling $124,887 (53%) to
$112,360 from $237,247 in fiscal 1994. The reduction of
sales in 1995 is a result of management of the company
attempting to reposition Tour Precision in the golf club
market. In 1995 Tour Precision contributed 5% of the
Company's total revenues.
<PAGE>
The net loss for fiscal 1995 increased $35,768 to $348,655
from $312,887 in fiscal 1994. The increase is due primarily
to a reduction of sales and an increase in expenses as
management repositions the company in the golf club market.
Synthetic Turf Manufacturing, Sales and Installation
AmericanTurf Manufacturing's Revenues for fiscal 1995
increased $464,213 (75.6%) to $1,078,290 from $614,077 in
fiscal 1994. AmericanTurf provided 47.3% of the Company's
fiscal 1995 revenues. Management expects this unit to
increase its revenue impact through the addition of new
product lines during fiscal year 1996.
The net loss for fiscal 1995 increased $345,758 to $448,667
from $102,909 in fiscal 1994. The increase is due primarily
to low profit margins on sales as the company establishes
itself in the driving range market. Management expects this
unit to become more profitable as the manufacturing and
installation of synthetic turf becomes more streamlined.
Golf Driving Range Equipment Manufacturing
Range Master Revenue for fiscal 1995 was $738,401. Range
Master provided 32.5% of the Company's fiscal 1995 revenues.
Management expects this units revenue to continue to
increase as management of the company continues to
aggressively market the range equipment. The net loss for
fiscal 1995 was $397,688. Management expects this unit to
become profitable in 1996 as sales of range equipment
increases.
Fiscal 1994 compared with Fiscal 1993
As noted above, the company had no operations for the period
ending December 31, 1993. The Company's predecessor, JSL,
Inc. was engaged in seeking a private or public company to
merge with or acquire but had not done so through the
previous fiscal year end. As detailed in the notes to the
Financial Statements included in this filing, the Company's
current structure did not begin to evolve until April 28,
1994.
Revenues
For the period under review, the Company's consolidated
revenue for the period ending December 31, 1994 was
$1,127,477. This compares to $0 for the 12 months ended
December 31, 1993.
Costs and Expenses
The Company incurred significant costs and expenses over the
course of the fiscal year in its merger and acquisitions of
the various components of its current business structure.
While Management expects many of the costs and expenses to
be non-recurring, it expects additional costs and expenses
in its consolidation of the business units and in shaping
the company for future development.
Impact of Inflation
Inflation has not had a significant impact on the Company's
financial position or operating results.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement
Schedules appearing on page F-1 through F-7 of this Form 10-K.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements between the Registrant and
its independent accountant on any matter of accounting
principles or practices or financial statement disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Directors and Officers of the Company are as follows:
<TABLE>
NAME AND ADDRESS AGE POSITION HELD-
RELATIONSHIP
<S> <C> <C>
Kenneth L. Maul 53 Chairman of the
5230 South Valley View, Board, Director
Suite E Chief Executive
Las Vegas, Nevada 89118 Officer, President
Janet E. Maul 49 Treasurer
5230 South Valley View, Secretary
Suite E Director
Las Vegas, Nevada 89118
Andrew J. Rafkin III 49 Chief Operating
42380 Rio Nedo Officer
Temecula, California 92590
G. Vance Cartee 52 Director
101 Calhoun Ave.
Rome, Georgia 30162
Michael F. Arp 48 Director
101 Calhoun Ave.
Rome, Georgia 30162
C. Gregory Frey 34 Director
5230 South Valley View,
Suite E
Las Vegas, Nevada 89118
<FN>
</TABLE>
Kenneth L. Maul, age 53, is Chairman of the Board, Chief
Executive Officer and President of Worldwide Golf Resources,
Inc. Mr. Maul attended Northeastern Junior College in
Colorado. He was a co-founder of E.J. Pittock & Company,
Inc., now RAF Financial Corp., a stock brokerage firm in
Denver, Colorado. Mr. Maul sold his interest in Pittock &
Co. in 1982. He then co-founded Capital Securities Group,
Inc., a stock brokerage firm in Ft. Collins, Colorado. He
sold his interest in 1987 and became a partner in Gilbert
Marshall & Company, a stock brokerage firm in Greeley and
Ft. Collins, Colorado. Mr. Maul was elected Chairman of the
Board of Directors in June of 1990. In 1992 Mr. Maul sold
his interest and formed Continental Heritage Consultants, a
securities consulting company specializing in taking private
companies to publicly-held, and raising capital for small
business. Mr. Maul has also worked as a consultant to
federal bankruptcy trustees in workout and merger cases.
Janet E. Maul, age 49, is Secretary-Treasurer of Worldwide
Golf Resources, Inc. Mrs. Maul began her career in the Trust
<PAGE>
Department of the United Bank of Greeley, Colorado in 1967
and became a Trust Officer in 1977. Mrs. Maul resigned her
position in 1982 to join her husband, Kenneth L. Maul, as a
broker's assistant in the securities business, which she has
continued until 1992, when Mr. Maul sold his interest in
Gilbert Marshall & Company.
Andrew J. Rafkin, age 49, is the Chief Operating Officer of
Worldwide Golf Resources, Inc. Mr. Rafkin joined the
Company in October, 1995 with the acquisition of Range
Master. Mr. Rafkin served as President of Range Master and
will continue in that capacity. Mr. Rafkin graduated from
the University of California - Dominguez Hills with a
Bachelors of Business Administration and a Bachelors of
Science degree in Economics in 1971. From 1971 to 1973, Mr.
Rafkin graduated a Management Training course at Security
Pacific Bank as a Commercial Loan Officer, rising to a
position of Assistant Manager. From 1973 to 1974, Mr. Rafkin
served as a Manager for Imperial Bank. During 1974 to 1978
was the concurrent President and Owner of American Copy
Products (a distributor of office supplies) and
International Marketing, Manufacturing and Consulting
Services. From 1977 to present, Mr. Rafkin has been the
President and Owner of Palos Verdes Security Systems,
Inc./South Coast Alarm Systems. From 1990 to present, Mr.
Rafkin has served as a Director and Loan Committee Chairman
at Bay City National Bank. In 1994, Mr. Rafkin obtained his
current position as President of Range Master.
G. Vance Cartee, age 52, is a director of Worldwide Golf
Resources, Inc., and co-heads American Turf Manufacturing.
Mr. Cartee holds a BSEE and has been in senior management
positions of various public and private companies for over
twenty years. He has also successfully founded and managed
several entrepreneurial businesses.
Michael F. Arp, age 48, serves as a director of Worldwide
Golf Resources, Inc. and co-heads American Turf
Manufacturing. Mr. Arp holds a BA in accounting and a
Masters in Business Administration. Mr. Arp is a Certified
Public Accountant licensed in the State of Texas. Mr. Arp
has over twenty years experience in accounting, budgeting,
treasury function, Securities and Exchange reporting, as
well as developing and implementing corporate financial
policies and procedures. Mr. Arp has been a Chief Financial
Officer and/or Vice President of Finance for several public
and privately owned companies over the past ten years.
C. Gregory Frey, age 34 , is a director of Worldwide Golf
Resources, Inc. Mr. Frey is one of the founders of the Las
Vegas Golf Magazine and the Las Vegas Golf Guide. He has
extensive knowledge of both the existing and planned Las
Vegas golf market and products. Mr. Frey has over 10 years
of experience in business management, direct sales, and golf
marketing and publishing.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
<TABLE>
Summary Compensation Table
Fiscal Long-term
Year Annual Compensation Compensation
------------------- ------------
Name and Ending Other All Other
Principal Position Dec. 31 Salary Bonus Annual Options Compensation
- ------------------ ------- ------ ----- ------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth L Maul... 1995 60,000 ---- ---- ---- ----
Chairman and CEO 1994 60,000 ---- ---- ---- ----
1993 60,000 ---- ---- ---- ----
Janet E Maul.... 1995 20,400 ---- ---- ---- ----
Secretary and
Treasurer 1994 20,400 ---- ---- ---- ----
1993 20,400 ---- ---- ---- ----
<FN>
</TABLE>
Option/SAR Grants in the Fiscal 1995
At the fiscal year ending December 31, 1995, one Stock
Option Agreement granting the right to purchase 65,000
shares of the Company's common stock at the price of $4.50
for the time period ending November 1, 1996 was outstanding.
Aggregated Option/SAR Exercises in Fiscal 1994 and Fiscal
Year End Option/SAR Values
None.
Director's Compensation
At the date of this filing, there were no formal Director's
Compensation programs. The Board of Directors does, however,
reserve the right to implement such a plan as appropriate
for retaining its current members and in attracting outside
directors. Directors are reimbursed for their reasonable out-
of-pocket expenses incurred on Company business. From time
to time directors may be provided with stock options.
Other Significant Benefit Arrangements
Employees Stock Option Plan. At the date of this filing
there are no formal Employee Stock Option Plans. However,
Management will ask the Board of Directors to review the
possible implementation of such a program as Management
believes employees' ownership interest in the company is
positive both in terms of employee morale and in personnel
retention.
Profit Sharing 401(k) Plan. No segment of the Company
currently provides a 401(k) plan for any of its employees.
It is, however, expected to be a matter for the Company's
Board of Directors to review as Management believes such
programs are beneficial both to the Company's employees
themselves and as a means of attracting and retaining
quality personnel.
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Board of Directors does not have a Compensation
Committee. During fiscal 1995 and up to this filing, the
Board of Directors, through the Chairman of the Board, Mr.
Kenneth L Maul, reviewed and approved the compensation of
the Company's executive officers. Mr. Maul has served a
Chief Executive Officer of the Company since its inception.
Board of Directors' Report on Executive Compensation
General. As noted above, the Board of Directors of the
Company does not have a Compensation Committee and,
accordingly, during the fiscal year ended December 31, 1995,
the Board of Directors, through the Chairman of the Board,
reviewed and approved the compensation of the Company's
executive officers.
Overall Policy; Significant Factors. During fiscal 1995,
the compensation decisions made by the Board of Directors in
respect of the Company's executive orders were influenced by
three major factors. First, the start-up nature of the
company brings with it all of the normal capital
requirements to sustain growth, therefore certain stock
compensation was granted in lieu of salaries, commissions
and for services rendered. This practice may be extended
into the future on a case by case basis and accordingly
filed with the Securities and Exchange Commission. Secondly,
the acquisitions undertaken during fiscal 1994 and 1995
brought executives with their own respective salary
structures which were reviewed and adjusted as required.
Finally, as the Company continues to mature, certain
additions to the executive staff will be required. As the
company is required to seek talent in outside market, it
will be required to provide a competitive compensation
package.
As overall policy, however, the Board continues to believe
that long-term compensation tied to the creation of
stockholder value should constitute a significant component
of the compensation to be earned by its executive officers.
In this respect, it will be the Board's policy to attempt
to restrain base cash compensation (subject to competitive
pressures), while providing the incentive for Management to
increase stockholder value by providing such officers with
significant numbers of market-price stock that will not
confer value upon the officers unless and until the
Company's share price rises. The Board of Directors expects
that stock options will constitute a significant component
of the compensation package provided to executive officers.
The Board believes that cash bonuses are, at times,
appropriate based upon the performance of the Company's
business compared to its internal expectations and general
business conditions.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
<TABLE>
Name and Address of Amount and Percent of
Beneficial Owner Nature of Class
Beneficial
Ownership
<S> <C> <C>
Kenneth L. Maul 201,725 7.1%
Janet E. Maul 143,666 5%
Kristen Maul 20,296 .7%
<PAGE>
Michael F. Arp 150,000 5.3%
G. Vance Cartee 150,000 5.3%
Andy Rafkin 150,000 5.3%
C. Gregory Frey 10,571 .3%
Officers & Directors 826,258 29.2%
as a group (6 persons)
<FN>
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The company has received loans from related parties as set
forth below:
Participant Relationship Instrument Amount
Kenneth L. Maul CEO, President Loan $105,000
Michael Arp Director Loan $ 32,500
See also the Notes accompanying the Financial Statements attached hereto.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) 1. The following documents are filed as part of this report:
Report of Independent Certified Public Accountant F-1
Consolidated Balance Sheets as of December 31, 1995 & 1994 F-2
Consolidated Statements of Operations for the years ended
December 31, 1995 & 1994 F-3
Consolidated Statements of Stockholder's Equity for the years
ended December 31, 1995 & 1994 F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 1995 & 1994 F-5
Notes to Consolidated Financial Statements F-6
<PAGE>
2. Exhibits:
Exhibit No. Description Location
3.1 Articles of Incorporated by reference
Incorporation to Exhibit No. 3.1 to the
Registrant's Registration
Statement (No. 33-12664-D)
3.2 Bylaws Incorporated by reference
to Exhibit No. 3.2 to the
Registrant's Registration
Statement (No. 33-12664-D)
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: May 19, 1994
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 May 22, 1996
Kenneth L. Maul President
By:/s/ JANET E. MAUL Secretary May 22, 1996
Janet E. Maul Treasurer
By:/s/ C. GREGORY FREY Director May 22, 1996
C. Gregory Frey
<PAGE>
Janet Loss, C.P.A, P.C.
9101 East Kenyon Avenue, Suite 2000
Denver, Colorado 80237
(303) 220-0227
Board of Directors
Worldwide Golf Resources, Inc.
5230 South Valley View Boulevard, Suite E
Las Vegas, Nevada 89118
We have audited the accompanying Consolidated Balance Sheet
of Worldwide Golf Resources, Inc. as of December 31, 1995
and 1994, and the related Consolidated Statements of
Operations, Stockholders' Equity and Cash Flows for the
years ended December 31, 1995 and 1994.
We conducted our audit in accordance with generally accepted
accounting standards. These 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 Worldwide Golf Resources, Inc. as of December
31, 1995 and 1994, and the results of its operations and its
cash flow for the years ended December 31, 1995 and 1994.
/s/ JANET LOSS, C.P.A., P.C.
Janet Loss, C.P.A., P.C.
May 6, 1996
F-1
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED BALANCE SHEET
December 31, 1995 and 1994
ASSETS
1995 1994
<S> <C> <C>
Current assets:
Cash and cash
equivalents............................. $ 65,345 $ 11,190
Accounts Receivable,
Trade................................... 406,337 144,410
Less allowance for doubtful
accounts................................ (23,247) (16,497)
--------- -----------
Net Receivable 383,090 127,913
--------- -----------
Inventory, lower of cost or market,
net..................................... 598,280 411,312
Receivable, directors and
employees............................... 94,167 120,466
Receivable, other........................ 5,400 5,287
Prepaid expenses......................... 33,242 1,281
--------- --------
Total current assets................... 1,179,524 677,449
--------- --------
Property and equipment:
Automobiles............................. 27,842 15,900
Trailers................................ 41,002 40,000
Equipment............................... 714,812 207,256
Office equipment........................ 85,736 38,722
Signs................................... 2,668 668
Leasehold improvements.................. 15,814 1,665
-------- -------
887,874 304,211
Less accumulated depreciation and
amortization............................ 191,433 43,887
------- -------
Property and equipment,net............. 696,441 260,324
------- -------
Other assets:
Customer accounts lists,net... .......... 22,332 23,165
Organization costs,net................... 1,438 708
Publishing rights........................ 7,500 7,500
Patent costs............................. 303,745 14,160
Memberships.............................. 5,233 7,850
Deposits................................. 25,319 8,102
Goodwill................................. 21,000 -
Covenant Not to Compete, net of
amortization............................ 256,103 -
------- -------
Total other assets..................... 642,670 61,485
------- -------
$2,518,635 $999,258
========== ========
<FN>
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable, trade................. $ 371,549 $185,544
Payroll taxes payable................... 182,879 15,728
Sales taxes payable..................... 1,923 4,552
Accrued expenses........................ 12,574 3,000
Customer Deposits....................... 2,656 -
Current Portion, Notes Payable.......... 146,119 -
---------- --------
Total current liabilities............. 717,700 208,824
---------- --------
Non-current liabilities:
Stockholders' loans..................... 137,532 -
Notes Payable, Other..................... 8,244 -
Contingent liabilities.................. 3,500
---------- --------
Total non-current liabilities......... 145,776 41,000
---------- --------
Stockholders' equity:
Common stock, $.0001 par value, authorized
50,000,000 shares, issued 2,789,128 and
1,320,877 shares........................ 11,387 11,235
Less: Treasury Stock, 8,400 shares at
cost.................................. (58,896)
Paid-in capital........................ 3,907,920 1,578,377
Retained earnings (deficit)............ (2,205,252) (829,075)
----------- ----------
Total stockholders' equity........... 1,655,159 749,434
----------- ----------
$2,518,635 $999,258
========== ==========
<FN>
</TABLE>
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
Years ended December 31, 1995 and 1994
1995 1994
<S> <C> <C>
Sales, net of returns and discounts....... 2,272,795 1,127,477
Cost of good sold........................ 1,883,181 888,416
--------- ---------
Gross Profit $ 389,614 $ 239,061
--------- ---------
Operating expenses:
Selling, general and administrative...... 1,229,171 727,951
Consulting expense....................... 340,604 73,240
Bad debt expense......................... 7,318 35,007
Depreciation and amortization............ 144,228 31,257
--------- ---------
1,721,321 867,455
--------- ---------
Operating income(loss).................... (1,331,707) (628,394)
Other income (expense)
Interest expense......................... (39,827) (167,559)
Interest income.......................... 4,929 5,227
Other income............................. 2,250 -
Loss on sale of treasury stock........... (11,822) -
-------- --------
Total Other Income (Expense) (44,470) (162,332)
Loss before incomes taxes................. (1,376,177) (790,726)
Income taxes.............................. --- ---
---------- ---------
Net loss.................................. $ (1,376,177) $(790,726)
=========== =========
Net loss per share of common stock........ $(.62) $(.93)
=========== =========
Weighted average number of shares outstanding 2,202,376 530,107
=========== =========
<FN>
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Years ended December 31, 1995 and 1994
Additional (Deficit) Accumulated
Number of Common Paid-in For the Year Ended
Shares Stock Capital December 31, 1994
<S> <C> <C> <C> <C>
Balance as of
January 1, 1994 13,376,000 $1,338 $44,011 $(38,349)
98,215,000 shares of
JSL, Inc. exchanged for
250,000 shares of
Infodynamx Corp. 98,215,000 9,821 166,324 --
Adjustment of shares to
reverse split the stock,
exchanging one of common
stock March 1994 for 200
shares (111,033,045) -- -- --
100,000 of Worldwide Golf
Resources, Inc. exchanged
for 50,415 shares of
Infodynamx Corp. 50,415 5 -- --
Shares issued for legal
services 5,500 -- 20,369 --
66,500 shares issued for
cash, private placement 66,500 7 150,283 --
Shares issued for services
and rent 18,240 1 24,599 --
Shares issued for legal
services 1,000 3,500 --
Shares issued for
services 30,000 3 89,998 --
Shares issued for
services 12,400 2 56,998 --
Shares redeemed for
shareholder (13,733) (1) (41,198) --
300 shares of American
Turf Manufacturing, Inc.
exchanged 300,000 shares
of Worldwide Golf Resources
Inc. 300,000 30 118,627 --
10,000 shares of Tour
Precision,Inc. exchanged
for 120,000 shares of
Worldwide Golf Resources,
Inc. 120,000 12 1,995 --
100,000 shares issued to
Cosmon Precision Casting
Corp. for debt 100,000 10 568,775 --
Private Placements in
1994 72,600 7 362,993 --
Net Consolidated (Loss)
for Year ended December
31, 1994 -- -- -- (790,726)
------------------------------------------------
Balance as of December
31, 1994 1,320,877 $ 11,235 $ 1,567,274 $ (829,075)
<FN>
</TABLE>
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Years ended December 31, 1995 and 1994
Additional (Deficit) Accumulated
Number of Common Treasury Paid For the Year Ended
Shares Stock Stock Capital December 31,
--------- ------ -------- -------- -------------------
<S> <C> <C> <C> <C> <C>
Balance forward
January 1, 1995 1,320,877 $11,235 -- 1,567,274 $(829,075)
January 17, 1995
Shares issued for
consulting fees 67,000 7 -- 66,993 --
May 1, 1995
Shares issued for
cash private
placement 100,000 10 -- 199,990 --
June 15, 1995
Shares issued for
purchase of
Chemline patents
and equipment 105,000 11 -- 524,989 --
June 20, 1995
Shares issued for
consulting
and professional
fees 227,400 23 -- 227,377 --
July 24, 1995
Shares issued for
cash - private
placement 225,000 23 -- 199,977 --
September 18 1995
Shares issued for
cash -private
placement 200,000 20 -- 199,980 --
October 25, 1995
Shares issued for
cash -private
placement 200,000 20 -- 199,980 --
October 28, 1995
2,000 shares of
Advanced Golf
Industries, Inc.
dba Range Master
exchanged for
shares of
Worldwide Golf
Resources, Inc. 50,000 5 -- 388,542 --
October 28, 1995
Shares issued for
Non-Compete Agreement
with American Turf
Manufacturing,
Inc. 150,000 15 -- 37,485 --
November 13, 1995
Shares issued for
consulting and
professional
fees 43,851 4 -- 43,847 --
December 19, 1995
Shares issued for
cash -private
placement 100,000 10 -- 49,990 --
December 31, 1995
Shares issued for
cash -private
placement 40,300 4 -- 201,496 --
8,400 shares
purchased at
cost -- -- (58,896) -- --
Net Consolidated
(Loss) for Year
ended December 31,
1995 -- -- -- -- (1,376,177)
----------------------------------------------------
Balance as of
December 31,
1995 2,829,428 $11,387 $(58,896) $3,907,920 $(2,205,252)
========================================================
<FN>
</TABLE>
The accompanying notes are an integral part of the financial statements
F-5
<PAGE>
<TABLE>
CONSOLIDATED STATEMENT OF CASH FLOWS
Years ended December 31, 1995 and 1994
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net loss............................ (1,376,177) $(790,726)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation....................... 75,172 31,257
Amortization....................... 20,899 1,845
Increase in accounts receivable.... (255,177) (101,844)
Decrease in receivable, other...... 0 34,195
Increase (Decrease) in interest
receivable......................... (113) 165
Increase in inventory.............. (186,968) (411,312)
Increase (Decrease) in receivable,
directors and employees........ 26,299 (120,466)
Increase (Decrease) in prepaid
supplies....................... (31,961) 3,719
Increase in organization costs..... (1,126) (300)
Increase in patent costs........... (308,845) (14,160)
Increase in memberships............ -- (7,850)
Increase in deposits............... (17,217) (8,102)
Increase in Goodwill............... (18,000) --
Increase in Covenan Not to Compete. (287,365) --
Increase in accounts payable,trade. 186,005 167,444
Increase in payroll taxes payable.. 167,151 15,728
Increase (Decrease)in sales taxes
payable.......................... (2,629) 4,552
Increase (Decrease) in accrued
expenses......................... 9,574 (951)
Increase in Customers' Deposits.... 2,656 --
Increase in Current Portion of
Notes Payable.................... 146,119 37,500
Increase (Decrease) in investors'
loans............................ (5,000) --
Increase in Stockholders' Loan..... 105,032 --
Increase in Notes Payable, Other.. 8,244 --
Increase (Decrease) in contingent
liability....................... (3,500) 3,500
--------- ---------
Total Change in Assets and
Liabilities................. (1,746,927) (1,155,806)
----------- -----------
Cash flow from investing activities:
Additions to fixe assets........ (583,663) (293,973)
Purchase of Treasury Stock...... (58,896) --
---------- ----------
Net cash used in investing
activities.................... (642,559) (293,973)
----------- ----------
Cash flows from financing activities and
issuance of common stock:
Loans........................... 63,276 (96,166)
Issuance of common stock........ 152 9,655
Additional paid in capital...... 2,340,646 1,498,505
Accumulated (deficit)........... -- 38,349
Merger adjustment............... 39,567 --
---------- ----------
Net cash provided by financing.. 2,443,641 1,450,3436
---------- ----------
Cash and cash equivalents:
Increase (decrease) for year.... 54,155 564
Balance, beginning of year...... 11,190 10,626
--------- ---------
Balance, end of year $65,345 $11,190
========= =========
<FN>
</TABLE>
The accompanying notes are an integral part of the financial statements
F-6
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
Note 1- HISTORY
JSL, Inc. a Delaware Corporation, was incorporated September
18, 1986, and the company was in the development stage until
December 31, 1993. JSL, Inc. then merged with Infodynamx
Corporation per the agreement and plan of reorganization
that was effective March 21, 1994. Infodynamx Corporation
was incorporated under the laws of Nevada and the Company
had an advertising business of selling "Gold Coupons." On
March 31, 1994, the Corporation, JSL, Inc., changed its name
to Infodynamx Corporation. On April 15, 1994, Infodynamx
Corporation transferred its charter from Delaware to Nevada
and is presently a Nevada Corporation.
Subsequently, on April 28, 1994 Infodynamx Corporation
merged with Worldwide Golf Resources, Inc. and then changed
its name from Infodynamx Corporation to Worldwide Golf
Resources, Inc. on September 30, 1994.
Note 2 - SIGNIFICANT ACCOUNTING POLICIES
A summary of the company's significant accounting policies
are as follows:
Consolidation:
The consolidated financial statements have eliminated
all intercompany accounts and transactions.
Method of Accounting:
The Company is on the accrual basis of accounting for
financial statements and income tax purposes.
Nature of the Business:
The Company is engaged in providing synthetic turf and
range equipment to golf driving ranges and providing
new products for multi-use golf training and
entertainment facilities.
Inventories:
Inventories are stated at the lower of cost or market.
Intangibles:
The following is a schedule of the number of years each
intangible is being written off.
Intangible Item Number of Years
--------------- ---------------
Organization Costs Five years
Customer Lists Thirty years
Patents Seven years
Memberships Three years
Covenant
Not to Compete Fifteen years
Goodwill Forty years
Property, Plant and Equipment and Depreciation:
Property, plant and equipment are recorded at cost.
Depreciation is provided on the straight-line method over
the estimated useful lives of the respective assets.
Maintenance
The accompanying notes are an integral part of the financial statements
F-7
<PAGE>
and repairs are charged to expense as incurred; major
renewals and betterment's are capitalized. When items
of property or equipment are sold or retired, the related
cost and accumulated depreciation are removed from the accounts
and any gain or loss is included in income.
Cash Equivalents:
For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
Note 3 - MERGERS AND ACQUISITIONS
On April 28, 1994, Infodynamx Corporation merged with
Worldwide Golf Resources, Inc. Infodynamx Corporation
acquired 100% of the shares of common stock outstanding
(100,000 shares, no par value) in exchange for 50,415 shares
of Infodynamx Corporation's common stock, par value of
$.0001 per share.
On December 16, 1994, Worldwide Golf Resources, Inc.
acquired Tour Precision, Inc., a California corporation. Per
this agreement, 120,000 shares of Worldwide Golf Resources,
Inc. were exchanged for 10,000 common shares (no par value)
of Tour Precision, Inc. Tour Precision, Inc. is in the
business of marketing custom fit top-line golf clubs
designed for golf training centers.
On December 31, 1994, Worldwide Golf Resources, Inc.
acquired American Turf Manufacturing, Inc. a Georgia
corporation. Per this agreement, 300,000 shares of the
common stock of Worldwide Golf Resources, Inc. were
exchanged for 300 common shares of American Turf
Manufacturing, Inc. American Turf Manufacturing Inc. is in
the business of supplying turf to driving ranges and golf
courses.
On October 28, 1995, Worldwide Golf Resources, Inc. merged
with Advance Golf Industries, Inc. dba Range Master, a
California corporation. Per this agreement, 50,000 shares
of Worldwide Golf Resources, Inc. were exchanged for 2,000
shares of Advance Golf Industries, Inc. Range Master is in
the business of providing golf products and equipment to
golf driving ranges.
Note - 4 LEASES
The Company has several leases for buildings and equipment
as follows:
Monthly Rent Term
1.)Building lease $1,377.20 August 1, 1993 to July 31, 1996
2.)Building lease 3,277.77 January 1, 1995 to December 31, 2000
3.)Building lease 1,500.00 January 1, 1995 to December 31, 1997
4.)Equipment lease 683.00 April 1, 1994 to March 31, 1996
5.)Truck rental 338.00 June 1 1994 to February 1, 1999
The accompanying notes are an integral part of the financial statements
F-8
<PAGE>
During the year ended December 31, 1995 and 1994, rent expense was as
follows:
1995 1994
Rent, Buildings $138,475 $ 43,309
Rent, Equipment $ 1,740 $ 9,537
Note 5 - RELATED PARTIES
The Company has issued stock to officers and stockholders of
the Corporation for the following:
Salaries and
Consulting fees $114,000 $ 21,000
Equipment rental $ 0 $ 3,600
Equipment $ 0 $ 25,000
Trailer $ 0 $ 32,000
Loans from stockholders are payable on demand with interest
being accrued at eight percent. Receivables from directors
and employees are due on demand.
The accompanying notes are in integral part of the financial statements
F-9
<PAGE>
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 65,345
<SECURITIES> 0
<RECEIVABLES> 406,337
<ALLOWANCES> 23,247
<INVENTORY> 598,280
<CURRENT-ASSETS> 1,179,524
<PP&E> 887,874
<DEPRECIATION> 191,433
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<CURRENT-LIABILITIES> 717,700
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<TOTAL-LIABILITY-AND-EQUITY> 2,518,636
<SALES> 2,272,795
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<CGS> 1,883,181
<TOTAL-COSTS> 1,883,181
<OTHER-EXPENSES> 1,714,003
<LOSS-PROVISION> 7,318
<INTEREST-EXPENSE> 39,827
<INCOME-PRETAX> (1,376,177)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,376,177)
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<NET-INCOME> (1,376,177)
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