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 March 31, 1996
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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 March 31, 1996
was approximately $ 3,799,102.
The number of shares of Common Stock, $0.0001 par value,
outstanding on March 31, 1996, was 3,014,428 shares, held by
approximately 300 shareholders.
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
AND SUBSIDIARIES
FOR THE QUARTER ENDED MARCH 31, 1996
INDEX
PART I. FINANCIAL INFORMATION Page
Condensed consolidated financial statements of
Worldwide Golf Resources, Inc. and subsidiaries:
Balance sheets at March 31, 1996
and December 31, 1995 2
Statement of operations for the three months
ended March 31, 1996 and 1995 3
Statement of cash flows for the three months
ended March 31, 1996 and 1995 4
Notes to condensed consolidated financial
statements 5
Management's discussion and analysis of financial
condition and results of operations 6
PART II. OTHER INFORMATION 8
Item 1. Legal proceedings
Item 6. Exhibits and reports on Form 8-K
SIGNATURES 9
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
March 31, December 31,
1996 1995
<S> <C> <C>
Current assets:
Cash and cash equivalents................. $ 49,910 $ 65,345
Receivables, net.......................... 463,725 383,090
Inventory, lower of cost or market........ 622,503 598,280
Receivable, directors and
employees................................. 115,057 94,167
Receivable, other......................... 5,000 5,400
Prepaid Expenses.......................... 28,067 33,242
--------- ---------
Total current assets................... 1,284,262 1,179,524
--------- ---------
Property and equipment:
Automobiles............................... 27,842 27,842
Trailers.................................. 41,002 41,002
Equipment................................. 714,812 714,812
Office equipment.......................... 85,736 85,736
Signs..................................... 2,668 2,668
Leasehold improvements.................... 15,814 15,814
--------- ---------
887,874 887,874
Less accumulated depreciation and
amortization.......................... 204,989 191,433
--------- ---------
Property and equipment,net................ 682,885 696,441
--------- ---------
Other assets:
Customer accounts lists,net............... 22,146 22,332
Organization costs,net.................... 1,355 1,438
Publishing rights......................... 7,500 7,500
Patent costs.............................. 292,541 303,745
Memberships............................... -- 5,233
Deposits.................................. 21,266 25,319
Goodwill.................................. 20,819 21,000
Covenant Not to Compete, net of
amortization.......................... 251,635 256,103
--------- ---------
Total other assets..................... 617,262 642,670
--------- ---------
$2,584,409 $2,518,635
<FN> ========= =========
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable, trade................... $ 362,785 $ 371,549
Payroll taxes payable..................... 114,110 182,879
Sales taxes payable....................... 1,924 1,923
Accrued expenses.......................... 3,873 12,574
Customer deposits......................... 3,628 2,656
Current portion, notes payable............ 163,536 146,119
--------- ---------
Total current liabilities.............. 649,856 717,700
--------- ---------
Non-current liabilities
Stockholder loans......................... 131,783 137,532
Notes payable, other...................... 207,390 8,244
--------- ---------
Total non-current liabilities.......... 339,173 145,776
--------- ---------
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).............. (2,382,797) (2,205,252)
---------- ----------
Total stockholders' equity............. 1,595,380 1,655,159
---------- ----------
$2,584,409 $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 MARCH 31,
1996 1995
<S> <C> <C>
Sales, net of returns and
discounts................................. $ 579,945 571,165
Costs of goods sold...................... 427,856 401,641
---------- ---------
Gross Profit.............................. 152,089 169,524
Operating Expenses:
Selling, general and administrative...... 279,612 411,162
Depreciation and amortization............ 43,945 19,909
---------- ---------
Operating income (loss)................... (171,468) (261,547)
Other income (expense)
Interest expense......................... (6,077) (14,169)
---------- ---------
Net loss.................................. $(177,545) $(275,716)
========== =========
Net loss per share of common stock........ $ (.06) $ (.18)
========== =========
Weighted average number of shares
outstanding........................... 2,902,761 1,504,377
========== =========
<FN>
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31,
1996 1995
<S> <C> <C>
Net cash provided by (used in)
operating activities.................. $ (349,754) $ (172,438)
--------- ----------
Cash flow from investing activities:
Additions to property and equipment...... -- 7,230
--------- ---------
Net cash used in investing activities..... -- 7,230
--------- ---------
Cash flow from financing activities:
Proceeds from short term debt............ -- 2,600
Increase in investor loans............... 216,553 22,200
Sale of treasury stock................... 25,778 --
Issuance of common stock................. 91,988 133,908
--------- ---------
Net cash provided by
financing activities............. 334,319 158,708
--------- ---------
Cash and cash equivalents:
Decrease for period...................... (15,435) (6,500)
Balance, beginning of period............. 65,345 11,190
--------- ---------
Balance, end of period $ 49,910 $ 4,690
<FN>
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
1. In the opinion of Management, all adjustments necessary
for a fair statement of the results for the unaudited
three months ended March 31, 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.
5
<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 March 31, 1996 and March 31, 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 first quarter of 1996 increased
$10,367 (15%) to $81,229 from $70,862 in the first quarter
of 1995. Aggressive selling of subscriptions and
advertising space for the magazine is being continued as
management attempts to increase the publishing unit's impact
on the Company's revenue. This area generated 14% of the
Company's first quarter revenues.
The net loss for the first quarter of 1996 decreased $46,452
to $24,661 from $71,113 in the first quarter of 1995. 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 has been relocated to the Range Master
facility in Temecula, California. Tour Precision is
currently inactive and had no sales for the first quarter of
1996. Tour Precision is in the process of obtaining patents
on a new perimeter adjustable weighted club head, which will
be introduced at the P.G.A. Golf Show in Las Vegas, Nevada
in the Fall of 1996.
Synthetic Turf Manufacturing, Sales and Installation
AmericanTurf Manufacturing's Revenues for the first quarter
of 1996 increased $65,084 (27%) to $309,597 from $244,513 in
the first quarter of 1995. AmericanTurf provided 53% of
the Company's first quarter revenues. Management expects this
unit to continue to increase its revenue impact through the
addition of new product lines during the remainder of
fiscal year 1996.
The net loss for the first quarter of 1996 decreased $40,615
to $93,892 from $134,507 in the first quarter of 1995. The
decrease is due primarily to the increase in sales and a
reduction in general and administrative expenses. Management
expects this unit to continue to become more profitable as
the process of manufacturing and installing synthetic turf
becomes more streamlined.
6
<PAGE>
Golf Driving Range Equipment Manufacturing
Range Master's Revenue for the first quarter of 1996
decreased $42,735 (18%) to $189,118 from $231,853 in the
first quarter of 1995. The reduction in sales was due
primarily to restrictions of working capital. Range Master
provided 33% of the Company's first quarter revenues.
The net loss for the first quarter of 1996 decreased
$7,328 to $58,992 from $66,320 in the first quarter of
1995. The decrease is due primarily to a reduction of
general and administrative costs.
7
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
As of March 31, 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 three months ended March 31, 1996.
8
<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: June 17, 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 June 17, 1996
Kenneth L. Maul President
By: /s/ JANET E. MAUL Secretary June 17, 1996
Janet E. Maul Treasurer
By: /s/ C. GREGORY FREY Director June 17, 1996
C. Gregory Frey
9
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 49,910
<SECURITIES> 0
<RECEIVABLES> 486,972
<ALLOWANCES> 23,247
<INVENTORY> 622,503
<CURRENT-ASSETS> 1,284,262
<PP&E> 887,874
<DEPRECIATION> 204,989
<TOTAL-ASSETS> 2,584,409
<CURRENT-LIABILITIES> 649,856
<BONDS> 0
0
0
<COMMON> 11,405
<OTHER-SE> 1,583,975
<TOTAL-LIABILITY-AND-EQUITY> 2,584,409
<SALES> 579,945
<TOTAL-REVENUES> 579,945
<CGS> 427,856
<TOTAL-COSTS> 427,856
<OTHER-EXPENSES> 323,557
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,077
<INCOME-PRETAX> (177,545)
<INCOME-TAX> 0
<INCOME-CONTINUING> (177,545)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (177,545)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
