WORLDWIDE GOLF RESOURCES INC
10-Q, 1997-11-19
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                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549



                                 FORM 10-Q
                Quarterly Report Under Section 13 or 15(d)
                  of the Securities Exchange Act of 1934.


For the quarter ended                                     Commission file number
September 30, 1997                                               33-12664-D



                       Worldwide Golf Resources, 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.)

1850 E.  Flamingo, Suite 111
Las Vegas, Nevada                                      89119
(Address of principal executive offices)               (Zip Code)


(702) 866-5880
Registrant's telephone number, including area code


     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 _____


  As of September 30, 1997, there were 13,052,248 shares of common stock
  outstanding.

<PAGE>                                     
                                     
                      WORLDWIDE GOLF RESOURCES, INC.
                             AND SUBSIDIARIES
                           FOR THE QUARTER ENDED
                            September 30, 1997
                                     
                                   INDEX

PART I - FINANCIAL INFORMATION
Page No.

Item 1.Financial Statements
     
      Balance Sheet as of September 30, 1997 and
      December 31, 1996                                              3
      
      Statement of Operations for the three months
      ended September 30, 1997 and 1996                              4
 
      Statement of Operations for the nine months
      ended September 30, 1997 and 1996                              5
 
      Statement of Cash Flows for the nine months ended
      September 30, 1997 and 1996                                    6-7

      Notes to Financial Statements                                  7

Item 2.Management's Discussion and Analysis of
      Financial Condition and Results of Operation                   8-13


PART II - OTHER INFORMATION
Item 1.Legal Proceedings                                              13

Item 2.Changes in Securities                                          13

Item 3.Defaults by the Company upon its
     Senior Securities                                                13

Item 4.Submission of Matter to a Vote of
     Security Holders                                                 13

Item 5.Other Information                                              14

Item 6.Exhibits and Reports of Form 8-K                               14

SIGNATURES                                                            15

<PAGE>
<TABLE>
                      PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                      WORLDWIDE GOLF RESOURCES, INC.
                        CONSOLIDATED BALANCE SHEET
                 SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                     
                                  ASSETS
                                                    1997            1996
                                                   Unaudited
<S>                                            <C>               <C>
 Current Assets                                 $1,094,787       $1,079,244

 Property and Equipment - Net                    9,082,568          651,724

 Other Assets                                      753,831          586,352
                                               -----------       ----------
 Total Assets                                  $10,931,186       $2,317,320
                                               ===========       ==========
</TABLE>
<TABLE>
<CAPTION>
                   LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                           <C>               <C>
 Current Liabilities                          $  1,152,743      $   941,392

 Long Term Liabilities                           3,066,155          435,325

 Stockholders' Equity                            6,712,288          940,603
                                               -----------       ----------
 Total Liabilities and Stockholders' Equity    $10,931,186       $2,317,320
                                               ===========       ==========
<FN>
</TABLE>
                                     
                                     
                          Prepared without audit.
<PAGE>                                     
<TABLE>
                                     
                                     
                                     
                      WORLDWIDE GOLF RESOURCES, INC.
                   CONSOLIDATED STATEMENT OF OPERATIONS
           THREE MONTHS PERIOD ENDED SEPTEMBER 30, 1997 AND 1996
                                 UNAUDITED
                                     
                                                        1997          1996
<S>                                                 <C>        <C>
Sales, Net of Returns and Discounts                 $ 680,263  $   658,835

Cost of Goods Sold                                    378,358       400,588
                                                    ---------  ------------
Gross Profit                                          301,905       258,247

Operating Expenses
   Selling, General and Administrative                567,587       469,110
   Writedown of equipment and other assets                  0       433,102
                                                                -----------
Operating (Loss)                                    (265,682)     (643,965)


Other Income (Expense)
   Interest Expense                                      (97)       (4,248)
   Interest Income                                          2             0
                                                   ----------    ----------
                                                        ( 95)       (4,248)
                                                   ----------
(Loss) Before Income Taxes                          (265,777)     (648,213)
     
Income Taxes                                                0             0
                                                   ----------     ---------
Net (Loss)                                       $  (265,777)  $  (648,213)
                                                 ============  ============
Net (Loss) Per Share of Common Stock             $     (0.02)  $     (0.19)
                                                 ============  ============
Weighted Average Number of Shares outstanding      12,149,248     3,485,868
                                                 ============  ============
<FN>
</TABLE>

                                     
                          Prepared without audit.
<PAGE>
<TABLE>
                                     
                                     
                      WORLDWIDE GOLF RESOURCES, INC.
                   CONSOLIDATED STATEMENT OF OPERATIONS
               NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                 UNAUDITED
                                                       1997         1996
<S>                                              <C>             <C>
Sales, Net of Returns and Discounts              $  1,884,460    $1,858,153

Cost of Goods Sold                                  1,530,107     1,330,020
                                                 ------------    ----------

Gross Profit                                          354,353       528,133

Operating Expenses
   Selling, General and Administrative              2,482,632     1,022,167
   Writedown of equipment and other assets                  0       433,102
                                                  -----------    ----------

Operating (Loss)                                  (2,128,279)     (927,136)


Other Income (Expense)
   Interest Expense                                   (5,981)      (14,045)
   Interest Income                                     1,531             0
   Loss on Sales of Assets                          (157,287)            0
                                                   ----------     ---------
                                                    (161,737)      (14,045)
                                                   ----------     ---------
(Loss) Before Income Taxes                        (2,290,016)     (941,181)
     
Income Taxes                                                0            0
                                                 ------------  -----------
Net (Loss)                                       $(2,290,016)  $  (941,181)
                                                 ============  ===========
Net (Loss) Per Share of Common Stock             $     (0.19)  $     (0.30)
                                                 ============  ============
Weighted Average Number of Shares outstanding      12,149,248     3,160,797
                                                 ============  ============
<FN>
</TABLE>


                          Prepared without audit
<PAGE>                                     
<TABLE>
                                     
                                     
                      WORLDWIDE GOLF RESOURCES, INC.
                   CONSOLIDATED STATEMENT OF CASH FLOWS
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                 UNAUDITED
                                                       1997         1996
<S>                                              <C>             <C>
Cash Flows from Operating Activities
  Net Loss                                       $(2,290,016)    $(941,181)
   Adjustments to Reconcile Net Loss
   to Net Cash Provided by:
     Operating Activities
     Depreciation                                    175,454
     Changes in Assets and Liabilities
      (Increase) Decrease in Assets                 (111,491)
      Increase (Decrease) in Liabilities              62,476
                                                  -----------
    Total Adjustments                                126,439       266,898
                                                  -----------   -----------
    Net Cash Used by Operating Activities         (2,163,577)     (674,283)

Cash Flows from Investing Activities
    Property and Equipment Purchases              (2,645,904)             0
                                                  -----------    -----------
    Net Cash Used in Investing Activities         (2,645,904)             0

Cash Flows from Financing Activities
     Issuance of Common Stock                       2,656,787       526,988
     Loan Proceeds                                  1,999,607             0
     Stockholder Loans                                510,614       156,123
     Sale of Treasury Stock                            25,128        25,778
     Payments on Loan Proceeds                      (134,152)             0
                                                   ----------     ---------
     Net Cash Provided by Financing Activities      5,057,984       708,889

Increase (Decrease) in Cash and Cash Equivalents      248,503        34,606

Balance, Beginning of  Year                            14,803        65,345
                                                   ----------      --------
Balance, End of Year                             $    263,306    $   99,951
                                                 ============    ==========
<FN>
</TABLE>


                          Prepared without audit.
<PAGE>                                     
<TABLE>
                           
                                     
                                     
                                     
                      WORLDWIDE GOLF RESOURCES, INC.
                   CONSOLIDATED STATEMENT OF CASH FLOWS
           FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                 UNAUDITED
                                                       1997           1996
                         Supplemental Information

<S>                                                 <C>          <C>
Cash Paid for:
    Interest                                        $   5,981    $    6,077
                                                    =========    ==========
    Income Taxes                                    $       0    $        0
                                                    =========    ==========
<FN>
                                     
                                     
                          Prepared without audit.

                           
                      WORLDWIDE GOLF RESOURCES, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            SEPTEMBER 30, 1997
                     STATEMENT OF INFORMATION FURNISHED


1.   Statement of Information Furnished

     The accompanying unaudited consolidated financial statements have been
prepared  in accordance with Form 10-Q instructions and in the  opinion  of
management  contain  all adjustments (consisting of only  normal  recurring
accruals)  necessary  to  present  fairly  the  financial  position  as  of
September  30, 1997, the results of operations for the three  months  ended
September  30, 1997 and 1996 and the nine months ended September  30,  1997
and  1996  and the cash flows for the nine months ended September 30,  1997
and  1996.  These  results have been determined on the basis  of  generally
accepted accounting principles and practices and applied consistently  with
those  used in the preparation of the Company's 1996 Annual Report on  Form
10-K.


     Certain information and footnote disclosures included in the financial
statements  presented  in  accordance with  generally  accepted  accounting
principles  have  been  condensed or omitted.  It  is  suggested  that  the
accompanying consolidated financial statements be read in conjunction  with
financial  statements and notes thereto incorporated by  reference  in  the
Company's 1996 Annual Report on Form 10-K.

<PAGE>
                                 
                                     
                                     
                      WORLDWIDE GOLF RESOURCES, INC.


Item 2.      Management's Discussion and Analysis of Financial Condition
           and Results of Operations.

Overview


     The   Company  is  engaged  in  four  primary  business  segments   in
golf-related  product  and services industries; the manufacturing  of  golf
driving  range equipment, the manufacturing and installation  of  synthetic
turf  for  driving ranges, and the operation of a golf course  and  country
club.    The  Company  is  also  actively  pursuing  the  acquisition   and
development  of  driving range/teaching facilities.  This program  includes
the  purchase and remodel of active facilities, as well as the  development
of  state-of  the-art facilities throughout the country.  The  Company  has
implemented  a  new  management team, which it  believes  will  enable  the
Company the opportunity to compete with industry leaders.

Results of Operations for the three months ended September 30, 1997 and
1996

Synthetic Turf Manufacturing, Sales and Installation

     The  Company's  synthetic  turf manufacturing subsidiary's  operation,
formerly  American Turf Manufacturing, Inc., is now operating under  a  new
corporate  entity,  Worldwide Golf Resources, Inc., a Georgia  Corporation.
The  new  Management has chosen to create this entity in order to obtain  a
clean  separation  from  various activities of  the  replaced  managers  of
American  Turf Manufacturing, Inc.  These activities include  outdated  and
nettlesome  contracts  with  sales  representatives,  as  well  as  general
management practices.  The Company feels that with the increased volume  of
synthetic   turf   revenues,  the  increased  number  of  contracts   being
negotiated,  and the new direction of Company goals, this was the  time  to
ensure  a  separation  from the activities of American  Turf  Manufacturing
Inc., and move towards the future.
     
     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 driving range.  The division currently has five large installation jobs
in  progress, is negotiating seven large contracts, and has multiple  other
leads.   The  Company believes revenues will continue to increase  as  they
have in the past.  With over 2,000,000 square feet of turf installation  in
progress, a conservative estimate is for the revenues to double in the next
year.
     
     The  Georgia  subsidiary's  revenues for the  third  quarter  of  1997
decreased  $114,786  (21%) to $425,899, from American Turf  Manufacturing's
$540,685 in the third quarter of 1996.  Worldwide Golf Resources,  Inc.,  a
Georgia Corporation provided 73% of the Company's third quarter revenues.

     The net income for the third quarter of 1997 increased $215,502 (294%)
to  $142,119 from American Turf Manufacturing Inc.'s net loss of $73,383 in
the third quarter of 1996.
     
<PAGE>     
     
                                     
                                     
                                     
                      WORLDWIDE GOLF RESOURCES, INC.
     
     
Golf Publications

     The  Company's  publication segment was engaged in the publication  of
the  Las  Vegas  Golf  magazine, the annual Las Vegas Golf  Guide  and  the
instructional golf video Golf Tips for Desert Play.  Due to limited working
capital  in  the  past,  the prior sales of these  products  were  minimal.
Therefore, the new management does not feel that this segment will  achieve
the  return  on  investment adequate for the Company.  All publication  has
been  stopped, with no plans to re-instate it in the near future.   Due  to
the  inactiveness  of  this segment, this decision has  no  affect  on  the
Company's revenues.

                                     
Golf Driving Range Equipment Manufacturing, Sales and Installation

     The golf driving range equipment manufacturing, sales and installation
is  effected  through  Advanced Golf Systems,  Inc.  dba  Range  Master  of
Temecula,  California. Net sales for the third quarter ended September  30,
1997,  were $6,043 a decrease of $94,478 (94%) from $100,521 in  the  third
quarter  of  1996. The reduction in sales was due primarily to restrictions
of working capital, and the closing of the operation. Range Master provided
1%  of  the  Company's  third quarter revenues.   The  golf  driving  range
equipment   manufacturing,  sales  and  installation  is  currently   being
outsourced to Selectronics, Inc. of Elmira Heights, New York.  The net loss
for the third quarter of 1997 decreased $93,866 to $27,514 from $121,380 in
the third quarter of 1996.
     
     After  review of the operation by the new management, the Company  has
decided this division would require a large amount of the Company's working
capital  to  continue operations.  The decision has been made  by  the  new
Management  to dissolve the wholly-owned subsidiary Advanced Golf  Systems,
Inc,  dba  Range Master.  The Company feels that this decision will  enable
the  Company to move forward into a new direction which will offer the most
value  to its shareholders.  The driving range equipment industry does  not
provide a large return on investment.  However, the Company may continue to
manufacture  equipment  for  its own facilities.   This  will  provide  the
Company  an opportunity to reduce costs at all facilities developed  and/or
acquired in the future.  With the reduction in marketing and sales expenses
of  this  equipment, the Company may focus additional capital on  its  golf
driving range facility acquisitions and development program.


     Golf Club Assembly and Sales

     Tour  Precision is currently inactive and had no sales for  the  third
quarter  of 1997 or 1996.  The new management has decided that due  to  the
competition in this industry, the Company will not try to re-establish this
operation  in  the near future.  Due to the inactiveness of this  division,
this decision has no affect on the Company's operating revenues.

<PAGE>
                                    
                                     
                      WORLDWIDE GOLF RESOURCES, INC.

Golf Course and Country Club Operations

     Pelican  Beach  Golf  Course  and  Country  Club,  located  in  Gimli,
Manitoba, Canada, was acquired by the Company on February 1, 1997. The Golf
Course recorded sales of $154,163 during the third quarter of 1997. The net
loss  for the third quarter of 1997 was $11,010. Pelican Beach Golf  Course
provided  26%  of the Company's third quarter revenues.  The  Country  Club
showcases a 12,000 square foot, three-level clubhouse which accommodates  a
pro-shop, a state of the art family amusement center, two cocktail lounges,
and  a  large open seat restaurant.  The third floor's principal attraction
will  be  Video Lottery Terminal machines and off-track horse race betting.
This   facility   sustains  year-round  operations;  complementing   winter
activities such as cross-country skiing and snowmobiling, which enables the
Company to maintain year-round revenues.



Results of Operation for the nine months ended September 30, 1997 and 1996


Synthetic Turf Manufacturing, Sales and Installation

     Worldwide Golf Resources, Inc., a Georgia Corporation, earned revenues
for  the  first nine months of 1997 of $1,256,481, an increase  of  $78,963
(7%) from American Turf Manufacturing's $1,177,518 in the first nine months
of  1996.  The Georgia subsidiary provided 70% of the Company's first  nine
months revenues. Management expects this subsidiary to increase its revenue
impact  through  the addition of increased working capital to  fill  orders
presently on hand.
     
     The  net  loss  for  the first nine months of 1997 increased  $71,699
(31%)  to  $300,540  from $228,841 in the first nine months  of  1996.  The
increase  was  primarily  due to an increase  in  cost  of  sales,  due  to
inventory   adjustments  and  increased  costs.   However,  this   division
continues  to increase its net income, and the new management  believes  it
will show a profit by the end of 1997.


Golf Driving Range Equipment Manufacturing, Sales and Installation

     The golf driving range equipment manufacturing, sales and installation
is  effected  through  Advanced Golf Systems,  Inc.  dba  Range  Master  of
Temecula,  California. Net sales for the nine months  ended  September  30,
1997,  were  $286,696, a decrease of $152,386 (35%) from  $439,082  in  the
first nine months of 1996.
     
     The  net  loss for the first nine months of 1997 decreased $11,205  to
$232,543  from  $243,748 in the first nine months of 1996.   Advanced  Golf
Systems,  Inc.  provided 16% of the Company's first nine  months  revenues.
This  facility,  and its operation has been shut down,  and  no  additional
expenses are being incurred by this operation.  The new Management has made
the decision to dissolve the wholly-owned subsidiary Advanced Golf Systems,
Inc.  dba  Range Master due to its new strategy to focus attention  towards
its driving range facility acquisition and development program.

<PAGE>

                      WORLDWIDE GOLF RESOURCES, INC.
                                     
Golf Course and Country Club Operations

     Pelican  Beach  Golf and Country Club was acquired by the  Company  on
February  1,  1997. The Golf Course recorded sales of $216,014 through  the
third  quarter  of  1997. Pelican Beach Golf Course  provided  12%  of  the
Company's first nine months revenues.

     The  net loss for the first nine months of 1997 was $28,942. The  loss
was due primarily to increased operating expenses due to opening activity.

Currency Fluctuations

     Although  substantially all of the Company's contracts are denominated
in  United States dollars, fluctuations in the value of foreign currencies,
namely the Canadian dollar, relative to the United States dollar impact the
Company's results of operations.  The company does not currently engage  in
hedging activities with respect to currency fluctuations, but may do so  in
the future.

Forward-Looking Statements and Associated Risks

     This Quarterly Report on Form 10-Q contains forward-looking statements
made  pursuant  to the safe harbor provisions of the Securities  Litigation
Reform Act of 1995.  These forward looking statements are based largely  on
the  Company's  expectations and are subject  to  a  number  of  risks  and
uncertainties,  many of which are beyond the Company's control,  including,
but  not limited to, economic, competitive and other factors affecting  the
Company's  operations, markets, products and services, expansion strategies
and  other  factors  discussed elsewhere in this report and  the  documents
filed  by the Company with the Securities and Exchange Commission.   Actual
results could differ materially from these forward-looking statements.   In
light of these risks and uncertainties, there can be no assurance that  the
forward-looking  information contained in this report will  in  fact  prove
accurate.   The Company does not undertake any obligation to  revise  these
forward-looking statements to reflect future events or circumstances.


Liquidity and Capital Reserves

     The Company is planning to complete an offering under Regulation S  in
the  very  near future. The offering will supplement the company's  working
capital needs. This, along with funds generated from operations will  allow
the Company to continue its growth and to allow for expanded customer base.
Additional  internal  and 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.  In addition,  the  new  Management  is
currently developing a financial strategy in order to adequately  fund  its
intense  sales,  marketing,  and  strategic  acquisitions  and  development
program, a primary focus on driving range facilities.

<PAGE>

                      WORLDWIDE GOLF RESOURCES, INC.

Change in Management

On September 15, 1997, the Board of Directors made the following changes:
     1.   Jeffrey B. Johnson was elected President, Treasurer and Chief
          Financial Officer.
     2.   Walter Gregory Chomichuk was elected as Vice President/International.
     3.   Debra K. Amigone was elected Secretary of the corporation.

At  the  annual  shareholders' meeting held October 6, 1997, the  following
were  elected  to  serve on the Board of Directors until  the  next  annual
meeting of shareholders:
     1.   Mac Shahsavar
     2.   Elaine Affleck
     3.   Seyed Torabian
     4.   Srini Chary
     5.   Jeffrey B. Johnson

     This  change  in management corresponds with a change in attitude  and
direction  of the Company.  The new President and Chief Financial  Officer,
Jeffrey  B.  Johnson,  has  previously served as  president  of  Management
Consulting  Services, a financial advisory firm.  He has also served  as  a
principal  with  the  national accounting firms  of  Laventhol  &  Horwath,
Coopers & Lybrand, and Arthur Anderson & Co.  In the past, Mr. Johnson  has
served  on  the Board of Directors of another publicly traded company,  and
brings  to  the Company experience in all aspects of the entertainment  and
recreational industries.  This complete re-organization of management is  a
vital  part in the new focus of the Company.  The Company believes the  new
management possesses the expertise it needs to achieve its new goals, which
include  an  aggressive program to acquire and develop golf  driving  range
facilities.
     

Trends

      The  Company has implemented a change in management in order to focus
its  attention on the growing golf driving range industry.  As of  July  1,
1996,  the  National Golf Foundation (NGF) estimates that there were  1,732
stand-alone golf ranges (those not attached to an 18-hole course); the Golf
Range  & Recreation Association of America puts the number closer to 2,100.
Both  agree, however, that the number of centers continues to increase with
demand.   According to research from Forecast Golf Group,  Inc.,  there  is
sufficient demand to support up to 3,500 free-standing golf driving  ranges
in  the United States.  In 1994, according to the NGF, the dollars spent on
range  balls  per visit averaged $6.25; there were 11.5 million  users  and
visits  per user averaged four to five.  These figures indicate  that  golf
range  industry revenues were $288-$360 million in 1994.  The Golf Range  &
Recreation Association estimates industry revenues from driving range sales
at  $500 million in 1996.  Ladenburg Thalman & Co., Inc. believes there  is
an  important distinction in newly built and renovated centers in that they
incorporate activities for the entire family, i.e., miniature golf, batting
cages,  video  games  and  snack bars.  They also believe  that  the  added
revenue sources that larger operations are incorporating into their centers
will  boost  total industry sales to $1 billion by the end of  the  decade.
The  National Golf Foundation reports that the commercial golf range supply
in  the  U.S. is divided into three sections: large (51+ tees)-21%,  medium
(21-50  tees)-59%,  and  small  (1-20  tees)-20%.   The  Company  plans  to
primarily  focus  on the larger section of golf driving ranges,  estimating
the average range to be 55-80 tees.
     
<PAGE>
     
                      WORLDWIDE GOLF RESOURCES, INC.
     
     The  Company believes it has the management, resources, and a  capital
funding program that will allow it to acquire or develop an average of  one
range  facility  per  month.  These facilities are anticipated  to  include
driving  ranges,  teaching  facilities,  and  family-oriented  recreational
facilities.   As  a  leader  in  the supply of  range  products,  including
synthetic  turf,  for  many  years, and its recent  acquisition  of  680104
Alberta  Ltd.  dba  GolfJack,  the Company  feels  the  time  is  right  to
vertically  integrate  into  the development,  acquisition,  ownership  and
management of driving range facilities throughout the country.  The ability
to supply these facilities with products at cost will instantly allow it to
gain  a  competitive advantage over competition and show higher  return  on
investments.    As   the   Company's  driving  range  development   program
accelerates,  it  will also reap the benefits of economies  of  scale,  and
volume  discounts, for the products it will need to purchase (range  balls,
tee dividers, etc.), allowing for increased margins.

     The new management's decision to move aggressively into this lucrative
market  shows  its  desire  to  exploit  its  knowledge,  leadership,   and
relationships in the driving range facility industry.  Management  believes
the  Company has the foundation to achieve optimum shareholder  value.   As
the  Company  acquires  facilities, all  segments  of  its  operation  will
benefit.   As it gains a share of this $1 billion market, the Company  will
gain  the  ability  to  finance future acquisition  with  strong  operating
revenues.   The  Company believes the time is right to gain  entrance  into
this market, as well as continue its acquisitions of quality companies with
high investment returns.


                                                                          
PART II--OTHER INFORMATION

Item 1.       Legal Proceedings.

Pending litigation is deemed not to have any material impact on the
Company's financial position.

Item 2.       Changes in Securities.
          None.

Item 3.       Defaults by the Company upon its Senior Securities.
          None.

Item 4.       Submission of Matter to a Vote of Security Holders.

     At  the  annual  shareholders'  meeting  held  October  6,  1997,  the
following  were elected to serve on the Board of Directors until  the  next
annual meeting of shareholders:
     1.   Mac Shahsavar
     2.   Elaine Affleck
     3.   Seyed Torabian
     4.   Srini Chary
     5.   Jeffrey B. Johnson

<PAGE>
          
                      WORLDWIDE GOLF RESOURCES, INC.



Item 5.       Other Information.


Subsequent Events

      On October 23, 1997, the Company completed the acquisition of 100% of
680104  Alberta, Ltd. doing business as GolfJack.  GolfJack is a  state  of
the   art,   patented  golf  training  and  practice   device   that   will
"revolutionize the driving range" allowing the user to create any  type  of
uphill,  sidehill,  and  downhill  lies.   The  Company  has  assembled   a
distribution network with over twenty (20) of the golf industry's top sales
representatives.

      On  October  31,  1997, the Company signed a letter  of  intent  with
Suncorp  Commercial Trust I on a debt to equity restructuring  for  Pelican
Beach Golf and Country Club.  This agreement allows the Company to issue an
interest  bearing  convertible  debenture to  the  lender  as  payment  for
$2,109,998  in  debt,  the majority being mortgage  payable.   The  Company
believes  this  restructuring  frees up  working  capital  to  aggressively
continue its intense sales, marketing, and strategic acquisitions program.



Item 6.       Exhibits and Reports of Form 8--K.


     A  Form  8-K filed on July 28, 1997 to report a change in the Officers
and Directors of the registrant.
     

      A  Form 8-K was filed on October 23, 1997 to report the new change in
management, and to disclose the acquisition of 680104 Alberta, Ltd.,  d/b/a
GolfJack.

<PAGE>

                      WORLDWIDE GOLF RESOURCES, INC.


                                SIGNATURES


     Pursuant  to the requirements 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.
(Registrant)



By:/s/Jeffrey B. Johnson                          By:/s/Debra K. Amigone
   --------------------------                        ----------------------
      Jeffrey B. Johnson                                 Debra K. Amigone
      President and                                      Secretary
      Chief Operations Officer


Date: November 19, 1997                                 Date: November 19, 1997
      ----------------------                                  ------------------


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