UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 22, 1997
Commission file number 33-12664-D
WORLDWIDE GOLF RESOURCES, INC.
(Exact name of registrant as specified in charter)
Nevada 88-0335511
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5230 So. Valley View, Suite E
Las Vegas, Nevada 89118
(Address of Principal Executive Office) (Zip Code)
(702) 739-9392
(Registrant's Telephone Number, Including Area Code)
Copies To:
Gerald Levine
President
23 Cactus Garden Drive, F-23
Henderson, Nevada 89014
(702)893-4747
<PAGE>
Worldwide Golf Resources, Inc. Page 2
Item No 1 Changes in Control of Registrant.
On January 22, 1997, the Company agreed to issue
6,160,000 shares of its common stock to 3422488
Manitoba Ltd. 3422488 Manitoba Ltd. will have
approximately 60% of the issued and outstanding shares
of stock of the Company. Concurrent with the closing of
the agreement purchasing Pelican Beach Golf and
Country Club, Dr. Srini Chary and Mac Shahsavar were
appointed to the Board of Directors.
Item No. 2. Acquisition or Disposition of Assets.
On January 22, 1997, the Company entered into an
agreement with two corporations, 3422488 Manitoba Ltd.
and 2671914 Manitoba Ltd. The Company agreed to
exchange 6,160,000 shares of its common stock for 100%
of the issued and outstanding shares of stock of the
2671914 Manitoba Ltd. corporation, the owner of the
Pelican Beach Golf and Country Club located in Gimli,
Manitoba, Canada. The exchange is valued at
approximately $5.5 Million USD.
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying
Accountant.
No events to report.
Item No. 5. Other Events.
Concurrent with the closing of the agreement purchasing
Pelican Beach Golf and Country Club, Dr. Srini Chary
and Mac Shahsavar were appointed to the Board of
Directors.
Item No. 6. Resignation of Registrant's Directors.
Michael Arp resigned as a Director of the Company and
as President and Director of American Turf.
Item No. 7. Financial Statements, Proforma Financial
Information and Exhibits.
Exhibit - Agreement & Escrow Instruction
Exchange of Common Stock in Worldwide Golf
Resources, Inc. for 100 % of the Common Stock
of 2671914 Manitoba Ltd.
<PAGE>
Worldwide Golf Resources, Inc. Page Three
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Worldwide Golf Resources, Inc.
By: /s/Gerald Levine Dated: January 22, 1997
Gerald Levine, President
<PAGE>
AGREEMENT & ESCROW INSTRUCTION EXCHANGE OF COMMON STOCK IN
WORLDWIDE GOLF RESOURCES, INC. FOR 100 % OF THE COMMON STOCK OF
2671914 MANITOBA LTD.
AGREEMENT, made this 22nd day of January, 1997 by
and between Worldwide Golf Resources, Inc., a Nevada
corporation, hereinafter referred to as Worldwide',
3422488 Manitoba Ltd., hereinafter referred to as
"Manitoba", and 2671914 Manitoba Ltd., hereinafter
referred to as Pelican'.
WHEREAS, Manitoba represents (100%) of the issued
and outstanding common shares of Pelican, which shares
Manitoba proposes to exchange for 6,160,000 shares of
Worldwide Golf Resources, Inc. common stock; and
WHEREAS, Worldwide is desirous of exchanging
6,160,000 shares of Rule 144 restricted common stock of
Worldwide for 100% of the common stock of Pelican,
which owns as its sole asset, the real property generally
described as the Pelican Beach Golf and Country Club,
located at Gimli, Manitoba, Canada (the Property')
described in Exhibit A', attached hereto and incorporated
herein by this reference.
NOW, THEREFORE, in consideration of the mutual
intentions, covenants and representations contained
herein, the parties agree as follows:
ARTICLE I
1.1 ISSUANCE OF SHARES. Subject to all of the terms
and conditions of this Agreement, Worldwide agrees to
issue to Manitoba 6,160,000 shares of the common Rule
144 restricted stock of Worldwide in exchange for 100%
of the shares of Pelican.
1.2 EXEMPTION FROM REGISTRATION. The parties
hereto intend that the common stock to be issued by
Worldwide to Manitoba shall be exempt from the
registration requirements of the Securities Act of 1933,
as amended (the "Act"), pursuant to section 4(2) and/or
3(b) of the Act and the rules and regulations promulgated
thereunder. The shares issued to Manitoba by Worldwide
shall bear a standard Rule 144 legend.
<PAGE>
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
WORLDWIDE
Worldwide represents and warrants to Manitoba that:
2.1 ORGANIZATION. Worldwide is a corporation duly
organized, validly existing, and in good standing under
the laws of the State of Nevada, has all necessary
corporation powers to own it's properties and to carry on
it's business as now owned and operated by it, and is duly
qualified to do business and is in good standing in each of
the states where it's business requires qualification.
2.2 CAPITAL. The authorized capital stock of Worldwide
consists of 50,000,000 shares of common stock, .0001 par
value, of which 3,950,000 shares are currently issued and
outstanding. All of the issued and outstanding shares of
Worldwide are duly and validly issued, fully paid and
nonassessable. There are no outstanding subscriptions,
rights, debentures, instruments, convertible securities or
other agreements or commitments obligating Worldwide
to issue or to transfer from treasury any additional shares
of it's capital stock of any class. However, there are
approximately 120,000 shares of options for the purchase
of common shares at 80% of the bid price upon the
exercise of the options, and an additional 66,000 shares of
options for the purchase of common shares at $4.50 per
share.
2.3 DIRECTORS AND OFFICERS. The names and titles
of all directors and officers of Worldwide as of the date of
this Agreement:
Gerald Levine President and Director
Marie Levine Secretary/Treasurer and Director
Seyed Torobian Director
2.4 FINANCIAL STATEMENTS. Manitoba has received
Worldwides' audited financial statements as of 12/31/95,
containing the audited balance sheet of Worldwide and
the related statements of operations, statements of
stockholders' equity and changes in financial statements
which have been prepared in accordance with the
generally accepted accounting principles and practices
consistently followed by Worldwide throughout the
period indicated and fairly present the financial position
of Worldwide as of the date of the balance sheet included
in the financial statements and the results of operations
for the period indicated. In addition, Manitoba has
received the unaudited quarterly reports ending March 31,
1996, June 30, 1996, and September 30, 1996.
2.5 ABSENCE OF CHANGES. Since the date of the
balance sheet there has been no material change in the
financial condition or operations of Worldwide except for
changes in the ordinary course of business, which changes
have not in the aggregate been materially adverse.
2.6 ABSENCE OF UNDISCLOSED LIABILITIES. As
of the date of the balance sheet, Worldwide did not have
any material debt, liability, or obligation of any nature,
whether accrued, absolute, contingent or otherwise and
whether due or to become due, that is not reflected in
such balance sheet.
<PAGE>
2.7 TAX RETURNS. Within the times and in the manner
prescribed by the law, Worldwide has filed all federal,
state and local tax returns required by law, or has filed
proper extensions and has paid all taxes, assessments and
penalties due and payable. The provisions for taxes, if
any, reflected in the balance sheet are adequate for any
and all federal, state and local taxes for the period ending
on the date of that balance sheet and for all prior periods,
whether or not disputed. There are no present disputes as
to taxes of any nature payable by Worldwide.
2.8 INVESTIGATION OF FINANCIAL CONDITION.
Without in any manner reducing or otherwise mitigating
the representations contained herein, Manitoba and/or it's
attorneys shall have the opportunity to meet with
accountants and attorneys to discuss the financial
conditions of Worldwide. Worldwide shall make
available to Manitoba and/or it's attorneys all books and
records of Worldwide once reasonable notice of such
request has been given.
2.9 COMPLIANCE WITH LAWS. Worldwide has
complied with and is not in violation of applicable
federal, state and local laws, statutes and regulations
(including, without limitation, any applicable building,
zoning or other law, ordinance or regulation) affecting it's
properties or the operation of it's business.
2.10 LITIGATION. Except as described herein,
Worldwide is not a party to any suit, action, arbitration or
legal, administrative or other proceeding, or governmental
investigation pending or to the best knowledge of
Worldwide threatened against or affecting Worldwide or
it's business, assets or financial condition, except as
described in subparagraph 2.10.1, 2.10.2, and 2.10.3
below. Worldwide is not in default with respect to any
order, writ injunction or decree of any federal, state, local
or foreign court, department, agency or instrumentality.
2.10.1 Rider vs. Worldwide Golf Resources, Inc.,
et al.
2.10.2 Barry vs. Worldwide Golf Resources, Inc.,
et al.
2.10.3 Sarner vs. Worldwide Golf Resources,
Inc., et al.
2.11 AUTHORITY. The board of directors of Worldwide
has authorized the execution of this Agreement and the
consummation of the transaction contemplated herein.
Worldwide has full power to deliver, execute and perform
this Agreement and this Agreement is a valid, legal and
binding obligation of Worldwide and is enforceable in
accordance with it's terms and conditions.
<PAGE>
2.12 ABILITY TO CARRY OUT OBLIGATIONS. The
execution and delivery of this Agreement by Worldwide
and the performance by Worldwide of it's obligations
hereunder in the time and manner contemplated will not
cause, constitute or conflict with or result in (a) any
breach or violation of any of the provisions of or
constitute a default under any license, indenture,
mortgage, charter, instruments, articles of incorporation,
bylaws or other agreement or instrument to which
Worldwide is a party or by which it may be bound, nor
will any consents or authorizations of any party other than
those hereto be required, (b) an event that would permit
any party to any agreement or instrument to terminate it
or to accelerate the maturity of any indebtedness or other
obligation of Worldwide or any event that would result
in the creation or imposition of any event that would
result in the creation or imposition on any lien, charge or
encumbrance on any asset of Worldwide.
2.13 FULL DISCLOSURE. None of the representations
and warranties made by Worldwide herein, or in any
exhibit, certificate or memorandum furnished or to be
furnished by Worldwide or on it's behalf, contains or will
contain any untrue statement of material fact the omission
of which would be misleading.
2.14 ASSETS. Other than as described herein, or pursuant
to the financial statements referenced, Worldwide has
good and marketable title to all of it's property free and
clear of any and all liens, claims and encumbrances of
any nature, form or description.
2.15 INDEMNIFICATION. Worldwide agrees to defend
and hold Manitoba harmless against and in respect of any
and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties and reasonable
attorney fees, that it shall incur or suffer, which arise out
of, result from or relate to any breach of, or failure by
Worldwide to perform any of it's respective
representations, warranties, covenants and agreements in
this Agreement or in any exhibit or other instrument
furnished or to be furnished by Worldwide under this
Agreement.
ARTICLE III
Manitoba represents and warrants to Worldwide that:
3.1 ORGANIZATION. Pelican is a corporation duly
organized, validly existing and in good standing under the
laws of Manitoba, has all necessary corporate powers to
own it's properties and to carry on it's business as now
owned and operated by it, and is duly qualified to do
business and is in good standing in each of the countries
and\or states where it's business requires qualification.
3.2 CAPITAL. The authorized capital stock of Pelican
consists of an unlimited number of shares of common
stock, of which 20 shares are currently issued and
outstanding. All of the issued and outstanding shares of
Pelican are duly and validly issued, fully paid and
nonassessable. There are no outstanding subscriptions,
rights, debentures, instruments, convertible securities or
other agreements or commitments obligating Pelican to
issue or to transfer from treasury any additional shares of
it's capital stock of any class. The 100% issued and
outstanding shares of Pelican are represented by 20 shares
of common stock owned by Manitoba.
3.3 DIRECTORS AND OFFICERS. The names and titles
of all directors and officers of Pelican as of the date of
this Agreement:
Mac Shahsavar President and Director
Mac Shahsavar Secretary/Treasurer and Director
<PAGE>
3.4 FINANCIAL STATEMENTS. Worldwide has
received Pelicans' financial statements as of 12/31/96,
containing the unaudited balance sheet of Pelican and the
related statements of operations, statements of
stockholders' equity and changes in financial statements
which have been prepared in accordance with the
generally accepted accounting principles and practices
consistently followed by Pelican throughout the period
indicated and fairly present the financial position of
Pelican as of the date of the balance sheet included in the
financial statements and the results of operations for the
period indicated.
3.5 ABSENCE OF CHANGES. Since the date of the
balance sheet there has been no material change in the
financial condition or operations of Pelican except for
changes in the ordinary course of business, which changes
have not in the aggregate been materially adverse.
3.6 ABSENCE OF UNDISCLOSED LIABILITIES. As
of the date of the balance sheet, Pelican did not have any
material debt, liability, or obligation of any nature,
whether accrued, absolute, contingent or otherwise and
whether due or to become due, that is not reflected in
such balance sheet.
3.7 TAX RETURNS. Within the times and in the manner
prescribed by the law, Pelican has filed all appropriate
tax returns required by law, or has filed proper extensions
and has paid all taxes, assessments and penalties due and
payable. The provisions for taxes, if any, reflected in the
balance sheet are adequate for any and all federal, state
and local taxes for the period ending on the date of that
balance sheet and for all prior periods, whether or not
disputed. There are no present disputes as to taxes of any
nature payable by Pelican.
3.8 INVESTIGATION OF FINANCIAL CONDITION.
Without in any manner reducing or otherwise mitigating
the representations contained herein, Worldwide and/or
it's attorneys shall have the opportunity to meet with
accountants and attorneys to discuss the financial
conditions of Pelican. Pelican shall make available to
Worldwide and/or it's attorneys all books and records of
Pelican once reasonable notice of such request has been
given.
3.9 COMPLIANCE WITH LAWS. Pelican has complied
with and is not in violation of applicable federal,
provential and local laws, statutes and regulations
(including, without limitation, any applicable building,
zoning or other law, ordinance or regulation) affecting it's
properties or the operation of it's business.
<PAGE>
3.10 LITIGATION. Pelican is not a party to any suit,
action, arbitration or legal, administrative or other
proceeding, or governmental investigation pending or to
the best knowledge of Pelican threatened against or
affecting Pelican or it's business, assets or financial
condition. Pelican is not in default with respect to any
order, writ injunction or decree of any federal, state, local
or foreign court, department, agency or instrumentality.
3.11 AUTHORITY. The board of directors of Pelican has
authorized the execution of this Agreement and the
consummation of the transaction contemplated herein.
Pelican has full power to deliver, execute and perform this
Agreement and this Agreement is a valid, legal and
binding obligation of Worldwide and is enforceable in
accordance with it's terms and conditions.
3.12 ABILITY TO CARRY OUT OBLIGATIONS. The
execution and delivery of this Agreement by Manitoba
and the performance by Manitoba of it's obligations
hereunder in the time and manner contemplated will not
cause, constitute or conflict with or result in (a) any
breach or violation of any of the provisions of or
constitute a default under any license, indenture,
mortgage, charter, instruments, articles of incorporation,
bylaws or other agreement or instrument to which
Worldwide is a party or by which it may be bound, nor
will any consents or authorizations of any party other than
those hereto be required, (b) an event that would permit
any party to any agreement or instrument to terminate it
or to accelerate the maturity of any indebtedness or other
obligation of Pelican or any event that would result in
the creation or imposition of any event that would result
in the creation or imposition on any lien, charge or
encumbrance on any asset of Pelican.
3.13 FULL DISCLOSURE. None of the representations
and warranties made by Pelican herein, or in any exhibit,
certificate or memorandum furnished or to be furnished
by Pelican or on it's behalf, contains or will contain any
untrue statement of material fact the omission of which
would be misleading.
3.14 ASSETS. Other than as described herein, or pursuant
to the financial statements referenced, Pelican has good
and marketable title to all of it's property free and clear of
any and all liens, claims and encumbrances of any nature,
form or description. Pelican has title to the Pelican Beach
Golf Course, located at Gimli, Lake Winnipeg, Manitoba,
B.C., Canada (the Property') described in Exhibit A',
attached hereto and incorporated herein by this reference.
3.15 INDEMNIFICATION. Manitoba agrees to defend
and hold Worldwide harmless against and in respect of
any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries and
deficiencies, including interest, penalties and reasonable
attorney fees, that it shall incur or suffer, which arise out
of, result from or relate to any breach of, or failure by
Manitoba to perform any of it's respective representations,
warranties, covenants and agreements in this Agreement
or in any exhibit or other instrument furnished or to be
furnished by Manitoba under this Agreement.
<PAGE>
ARTICLE IV
COVENANTS
4.1 INVESTIGATIVE RIGHTS. From the date of this
Agreement until the closing date, each party shall provide
to the other party, and such other party's counsels,
accountants, auditors and other authorized
representatives, full access during normal business hours
and upon reasonable advanced written notice to all of
each party's properties, books, contracts, commitments
and records for the purpose of examining the same. Each
party shall furnish the other party with all information
concerning each party's affairs as the other party may
reasonably request.
4.2 CONDUCT OF BUSINESS. Prior to the closing,
Pelican shall conduct its business in the normal course
and shall not sell, pledge or assign any assets, without
prior written approval of Worldwide, except in the regular
course of business. Pelican shall not amend or allow the
amendment of Pelican's articles of incorporation (except
as described herein) or bylaws, declare dividends, redeem
or sell stock or other securities, incur any additional or
newly-funded liabilities, acquire or dispose of fixed
assets, change employment terms, enter into any material
or long-term contract, guarantee obligations of any third
party, settle or discharge any balance sheet receivable for
less than it's stated amount or enter into any other
transaction other than in the regular course of business.
ARTICLE V
CONDITIONS PRECEDENT TO WORLDWIDES
PERFORMANCE
5.1 CONDITIONS. Worldwide's obligations hereunder
shall be subject to the satisfaction, at or before the
closing, of all the conditions set forth in this Article V.
Worldwide may waive any or all of these conditions in
whole or in part without any prior notice; provided
however that no such waiver of a condition shall
constitute a waiver by Worldwide of any other condition
or any of Worldwide's other rights or remedies, at law or
in equity, if Manitoba shall be in default of any of their
representation, warranties or covenants under this
Agreement.
5.2 ACCURACY OF REPRESENTATIONS. Except as
otherwise permitted by this Agreement, all
representations and warranties by Manitoba in this
Agreement or in any written statement that shall be
delivered to Worldwide by Manitoba under this
Agreement shall be true and accurate on and as of the
closing date as through made at that time.
5.3 PERFORMANCE. Manitoba shall have performed,
satisfied and complied with all covenants, agreements and
conditions required by this Agreement to be performed or
complied with by it, on or before the closing date.
5.4 ABSENCE OF LITIGATION. No action, suit or
proceeding before any court or governmental body or
authority, pertaining to the transaction contemplated by
this Agreement or to it's consummation, shall have been
instituted or threatened against Worldwide on or before
the closing date.
<PAGE>
5.5 STOCK TRANSFER AT CLOSING. Concurrent with
closing, Manitoba shall deliver to Worldwide, 20 shares
of unregistered, restricted common voting stock of
Pelican.
ARTICLE VI
CONDITIONS PRECEDENT TO MANITOBA'S
PERFORMANCE
6.1 CONDITIONS. Manitoba's obligations hereunder
shall be subject to the satisfaction, at or before the
closing, of all the conditions set forth in this Article VI.
Manitoba may waive any or all of these conditions in
whole or in part without any prior notice; provided
however that no such waiver of a condition shall
constitute a waiver by Manitoba of any other condition or
any of Manitoba's other rights or remedies, at law or in
equity, if Worldwide shall be in default of any of their
representation, warranties or covenants under this
Agreement.
6.2 ACCURACY OF REPRESENTATIONS. Except as
otherwise permitted by this Agreement, all
representations and warranties by Worldwide in this
Agreement or in any written statement that shall be
delivered to Manitoba by Worldwide under this
Agreement shall be true and accurate on and as of the
closing date as though made at that time.
6.3 STOCK TRANSFER AT CLOSING. Concurrent with
closing, Worldwide shall deliver 6,160,000 shares of
restricted Rule 144 legend stock to Manitoba.
6.4 APPOINTMENT OF NEW DIRECTORS.
Concurrent with closing, Gerald Levine, Marie Levine
and Seyed Torabian shall cause the appointment of Srini
Chary and Mac Shahsavar to the Board of Directors of
Worldwide.
ARTICLE VII
CLOSING
7.1 CLOSING. The closing of this transaction shall be
held at the offices of Sperry Young & Stoecklein or such
other place as shall mutually be agreed upon, on the 1st
day of February, 1997, at 1:00 pm, unless the parties
mutually agree in writing to an earlier closing date.
7.2 ESCROW AGENT. Sperry Young and Stoecklein
shall act as Escrow Agent for the purposes of
consummating this transaction, with offices at 3773
Howard Hughes Parkway, Suite 200N, Las Vegas,
Nevada 89119, Telephone (702) 794-2590, Fax (702)
650-2193.
<PAGE>
7.3 DELIVERY OF DOCUMENTS AT CLOSE. At the
closing the following documents, in form reasonably
acceptable to counsel to the parties or as set forth herein
shall be delivered:
7.3.1 By Worldwide:
7.3.1.1. An officers' certificate of
Worldwide, dated the closing date, that all
representations, warranties, covenants and
conditions set forth in this Agreement on behalf
of Worldwide are true and correct as of or have
been fully performed and complied with by the
closing date.
7.3.1.2. A certificate executed by the
President of Worldwide dated the closing date, in
form and substance satisfactory to Worldwide, to
the effect that:
(1) Worldwide is a corporation duly
organized, validly existing and in good
standing under the laws of Nevada.
(2) Worldwide's authorized capital stock is
as set forth in Sec. 2.2 hereof.
(3) The execution and consummation of
this Agreement have been duly authorized
and approved by the present Board of
Directors of Worldwide and
consummation of this Agreement will not
constitute or result in any breach or
default of the character described in Sec.
3.12 hereof.
(4) Officers and Directors have no
knowledge of any liabilities or obligations
of the type described in Sec. 2.6 hereof,
any litigation, proceeding or investigation
of the type described in Sec. 2.10 hereof.
(5) The Common Stock of Worldwide to
be delivered to Manitoba pursuant to this
agreement shall be duly and authorized
and issued and will be fully paid and
nonassessable.
7.3.1.4 The Common Stock of Worldwide
in the sum of 6,160,000 shares of common
restricted voting stock, in consideration
for Manitoba transferring 100% of the
stock of Pelican, and thus the Property to
Worldwide.
7.3.2 By Manitoba:
100% of the issued and outstanding stock
of Pelican.
<PAGE>
ARTICLE VIII
REMEDIES
8.1 DISPUTES. Any dispute that might arise over the
enforcement, interpretation or execution of this
Agreement and which is not amicably settled will be
submitted to arbitration in (place) before a panel of
arbitrators selected as follows: Within ten (10) days of
demand by either party for arbitration, each party will
select one (1) arbitrator and those two arbitrators will
select a third arbitrator and those (3) three persons shall
constitute a panel of arbitrators. The arbitrators will
conduct the hearings on continuous business days, and
their decisions will be by majority vote. All costs of the
arbitrators will be shared equally, but the arbitrators are
authorized to award costs and counsel fees to the
prevailing party, if necessary. All documents to be
brought into evidence will be produced within 10 days of
notice of request for arbitration.
8.2 COSTS. If any legal action or any arbitration or other
proceeding is brought for the enforcement of this
Agreement or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the
provisions of this Agreement, the successful or prevailing
party or parties shall be entitled to recover reasonable
attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or
they may be entitled.
ARTICLE IX
MISCELLANEOUS
9.1 CAPTIONS AND HEADINGS. The Article and
paragraph headings throughout this Agreement are for
convenience and reference only and shall in no way be
deemed to define, limit or add to the meaning of any
provision of this agreement.
9.2 NO ORAL CHANGE. This Agreement and any
provisions hereof, may not be waived, changed, modified
or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom
enforcement of any waiver, change, modification or
discharge is sought.
9.3 NON-WAIVER. Except as otherwise expressly
provided herein, no waiver of any covenant, provision or
condition of this Agreement shall be deemed to have been
made unless expressly in writing and signed by the party
against whom such waiver is charged; and (I) the failure
of any party to insist in any one or more cases upon the
performance of any of the provisions, covenants or
conditions of this Agreement or to exercise any option
herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions,
covenants or conditions, (ii) the acceptance of
performance of anything required by this agreement to be
performed with the knowledge of the breach or failure of
a covenant, provision or conditions hereof shall not be
deemed a waiver of such breach or failure and (iii) no
waiver by any party shall be construed as a waiver with
respect to any other or subsequent breach.
<PAGE>
9.4 TIME OF ESSENCE. Time is the essence of this
Agreement and of each and every provision hereof.
9.5 ENTIRE AGREEMENT. This Agreement contains
the entire Agreement and understanding between the
parties hereto and supersedes all prior agreements and
understandings.
9.6 CHOICE OF LAW. This Agreement and it's
application shall be governed by the laws of the Nevada.
9.7 COUNTERPARTS. This Agreement may be executed
simultaneously in one or more counterparts each of which
shall be deemed an original, but all of which together
shall constitute one and the same instrument.
9.8 NOTICES. All notices, requests, demands and other
communications under this Agreement shall be in writing
and shall be deemed to have been duly given on the date
of service if given personally on the party to whom notice
is to be given or on the third day after mailing to the
party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid and properly
addressed.
9.9 BINDING EFFECT. This Agreement shall be binding
upon the heirs, executors, personal representatives,
successors and assigns of each of the parties to this
agreement.
9.10 EFFECT OF CLOSING. All representations,
warranties, covenants and agreements of the parties
contained in this Letter of Intent, or in any instrument,
certificate, opinion or other writing provided for in it shall
survive the closing.
9.11 MUTUAL COOPERATION. The parties hereto
shall cooperate with each other to achieve the purpose of
this Agreement and shall execute such other and further
actions as may be necessary or convenient to effect the
transaction described herein.
9.12 BROKERS. The parties hereto represent that Sperry
Young & Stoecklein were the introducing parties to this
transaction and that standard legal fees will be paid for
handling documentation.
9.13 ANNOUNCEMENTS. Manitoba and Worldwide
will consult and cooperate with each other as to the timing
and content of any announcements of the transactions
contemplated hereby to the general public or to
employees, customers or suppliers.
9.14 EXPENSES. Each party will pay it's own legal,
accounting and any other out-of-pocket expenses
reasonably incurred in connection with this transaction,
whether or not the transaction contemplated hereby is
consummated.
<PAGE>
9.15 SURVIVAL OF REPRESENTATIONS AND
WARRANTIES. The representations, warranties and
agreements of the parties set forth in this Agreement shall
survive the Closing irrespective of any investigation
made for or on the behalf of any party.
9.16 EXHIBITS. As of the execution hereof, the parties
hereto have provided each other with the Exhibits
provided for herein-above, including any items referenced
therein or required to be attached thereto. Any material
changes to the Exhibit shall be immediately disclosed to
the other party.
AGREED TO AND ACCEPTED as of the date first
above written:
Worldwide Golf Resources, Inc.
By:/s/Gerald Levine
Gerald Levine, President
3422488 Manitoba Ltd. ("Manitoba")
By:/s/Mac Shahsavar
Mac Shahsavar, President
2671914 Manitoba Ltd. ("Pelican")
By: 3422488 Manitoba Ltd. ("Manitoba")
By:/s/Mac Shahsavar
Mac Shahsavar, President
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