UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Commission file number 33-12664-D
WORLDWIDE GOLF
RESOURCES, INC.
(Formerly INFODYNAMX AND JSL, INC.)
(Exact name of registrant as specified in charter)
Nevada 84-1047158
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5230 South Valley View, Suite E
Las Vegas, Nevada 89118
(Address of Principal Executive Office) (Zip Code)
Consultant and Employee Stock
Compensation Plan
(Full Title of the Plan)
(702) 739-9392
(Registrant's Telephone Number, Including Area Code)
Gerald Levine, President
5230 South Valley View, Suite E, Las Vegas, Nevada
89118
(Name and Address of Agent for Service)
Title of Amount Proposed Proposed Amount
Securities to be maximum maximum of registration
to be registered offering price aggregate fee
registered per share(2) offering
price
Common
Stock (1) 650,000 $1.75 $1,137,500 $392.24
1 Represents up to 650,000 shares of common stock
to be offered for resale by the persons indicated in the
prospectus included as part of this Registration Statement, in
addition to the additional shares offered herein.
2 Calculated in accordance with Rule 457(h)(1) using
the average of the bid and asked prices for the common
stock on February 28, 1997.
PAGE
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PROSPECTUSThe date of this Prospectus is March 2, 1997
WORLDWIDE GOLF
RESOURCES, INC.
(Formerly JSL, Inc.)
Up to 650,000 Shares of Common Stock
Received by Directors, Officers, Consultants and Employees
Under the Company's Consultant and Employee Stock
Compensation Plan and Reoffered by Means of this Prospectus
To Be Sold Either Privately or Through a Broker Transaction
Selling shareholders of Worldwide Resources, Inc., ("Company")
will offer their shares through the over-the-counter market or
through NASDAQ, if the Company's common stock is then included
for quotation on NASDAQ. Selling shareholders, if control persons,
are required to sell their shares in accordance with the volume
limitations of Rule 144 under the Securities Act of 1933, which limits
sales by each selling shareholder in any one month period to the
greater of 1% of the total outstanding common stock (or
approximately 46,027 shares after the issuance of the shares herein)
or the average weekly trading volume of the Company's common
stock during the four calendar weeks immediately preceding such
sale. It is expected that brokers and dealers effecting transactions will
be paid the normal and customary commissions for market
transactions; however the Shares may be sold in a private transaction.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, NOR HAS THE COMMISSION PASSED ON
THE ACCURACY OR THE ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized by the Company to give any
information or to make any representation other than as contained in
this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by
the Company. Neither the delivery of this Prospectus nor any
distribution of the shares of the Common Stock issuable under the
terms of the Plan shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof.
This Prospectus does not constitute an offer to sell securities in
any state to any person to whom it is unlawful to make such offer
in such state.
The securities offered hereby involve a high degree of risk. See
"Risk Factors."
PAGE
<PAGE>
SUMMARY OF PROSPECTUS
The Company
This prospectus accompanies reoffers by consultants and employees
of the Company of shares of common stock received through the
Company's Consultant and Employee Compensation Plan. The
Company, pursuant to the S-8 Registration, dated this same date, has
registered 650,000 of the Company's common stock, of which all
such shares have been received, concurrent herewith, pursuant to the
Company's Consultant and Employee Compensation Plan. The
Company's principal offices are located at 5230 South Valley View,
Suite E, Las Vegas, Nevada 89118, telephone number (702) 739-9392.
RISK FACTORS
The purchase of the securities offered hereby is subject to risk.
Investors should evaluate these risk factors carefully.
Need for Additional Financing. The Company currently operates
through revenues generated by sales of the Company's products.
There is no assurance that such sales will continue as they have in the
past, or will increase in the future. In order to succeed the Company
may require additional capital for working capital and for marketing.
There can be no assurance that such financing will be available, when
required, on acceptable terms.
Competition. Although the Company believes its products are
superior to those of its present competitors; the market for the
Company's new acquisitions through World Wide Golf Resources is
very large. As such, there are major companies that have already
captured major portions of the golf product markets. These
companies have resources much greater than those of the Company.
There is no assurance that the Company's products will continue to
be competitive in the marketplace.
Markets Uncertain. Despite the business experience of the officers,
directors, and principal shareholders of the Company, and the
Company's products there can be no assurance that markets for the
Company's products will continue to be sizable enough to permit the
Company to operate profitably.
Reliance on Management. All decisions with respect to the
management of the Company will be made exclusively by its officers
and directors. To a large extent, the success of the Company will
depend upon the quality of the management provided by its officers
and directors.
Dependence upon Key Personnel. The success of the Company will
be largely dependent on the personal efforts of key employees,
officers, and directors, who are responsible for the development of
the business of the Company. If any of the key employees, officers
or directors should, for whatever the reason, cease to serve the
Company, the Company may find it difficult to find replacements
within a short time frame, and thus, the Company's ability to meet its
goals could be adversely affected.
Risk Inherent in Manufacturing. The Company intends to utilize
outside manufacturing firms to manufacture its product, to the extent
that such firms will be unable to fulfill the demand placed upon them
by the Company, there is a risk that backorders for the Company's
product could develop, causing the Company to seek additional firms
to manufacture it's product.
Shortage of Equipment and Price Escalations. The Company may
contract with independent manufacturing companies. A shortage of
necessary equipment or a high demand for qualified materials could
seriously handicap the operations of the Company by delaying or
curtailing planned distributions of the Company's products.
<PAGE>
Factors Affecting Operating Results. The manufacture and
distribution of the type of product the Company is involved with is
not an exact science and inevitably involves a significant degree of
uncertainty, particularly with respect to the quantity of products
demanded by the market place. There can therefore be no assurance
that the Company's activities will result in the economical production
and sales of its products. Moreover, the operating results of the
Company may be adversely affected by other factors such as changes
in material costs, shortages of equipment, and increased shipping
costs.
Company Capitalization. To the extent that the funding may be
insufficient to meet expenses, the Company may be required to
obtain the funds through additional borrowings by raising funds
through selling equity interests in the Company. Management
believes that operating profits can be generated, but both the
acquisition of properties and any return to Shareholders may take
considerably longer than anticipated.
PART I
General
Worldwide Golf Resources, Inc. (the "Company") was
incorporated in Nevada in April, 1994, which subsequently merged
with JSL, Inc., a Delaware corporation, as a holding company for
golf related industries, and on September 30, 1994, changed its name
to Worldwide Golf Resources, Inc. At present the Company owns
and operates: Tour Precision, Inc., a golf club manufacturing
company, American Turf Manufacturing, Inc., a synthetic turf
manufacturing company, Golf Auto Tee, Inc. a manufacturing and
marketing company for the "automatic golf teeing device", Advanced
Golf Systems Inc. d/b/a/ Range Master, a golf range equipment
manufacturing company, and publishes the "Las Vegas Golf Guide"
and "Las Vegas Golf Magazine," (the "Susidiaries"). On April 28,
1994, the Company acquired 100% of the shares of Golf Auto Tee,
Inc. from the founders through a stock for stock exchange. On
December 30, 1994, the Company acquired 100% of the shares of
American Turf Manufacturing, Inc., from the founders through a
stock for stock exchange. On December 31, 1994, the Company
acquired 100% of the shares of Tour Precision, Inc., from the founder
through a stock for stock exchange. On June 15th, 1995, the
Company acquired 100% of the assets of Ana-Tex of Rome, Inc., and
Chem-Line of Georgia, Inc. through a stock for assets exchange. On
October 25, 1995 the Company completed the acquisition of
Advanced Golf Systems, Inc. d/b/a/ Range Master from owners
through a stock for stock exchange. On January 22, 1997, the
Company entered into an Agreement to acquire, through a stock for
stock exchange, 100% of 3422488 Manitoba Ltd.
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-qualify golf clubs; 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 year ending December 31, 1994.
The Company's principal executive offices are located at
5230 S. Valley View, Suite E, Las Vegas, Nevada; telephone (702)
739-9392.
<PAGE>
<PAGE>
Financial Information About Industry Segments.
The company is currently engaged in four primary business
segments in golf-related product industries; the publication of golfing
periodicals/video cassettes (15.3% of 1995 revenues), and the
manufacturing/sale of golf clubs (5%), the manufacture and sale of
golf driving range equipment (32.4%), and the manufacture and
installation of synthetic turf at driving ranges and other golf training
facilities (47.3%). It is expected that the manufacturing and sale of
golfing equipment will continue to provide the majority of the
Company's business.
Expanded information on each of the operating segments
and its respective markets is set forth in the following section,
Narrative Description of Business.
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.
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 county'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. As of November 30, 1995,
AmericanTurf installed approximately 1,550,000 square feet of
synthetic turf, including approximately 1,395,000 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 192% of the 808,575
square feet installed in fiscal 1994. 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 is 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.
<PAGE>
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,
American Turf 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 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 desigend 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 delearship 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.
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 teaching professional to assist the facility market the line of club as
well as offering 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 three major areas. First, the club
heads themselves are unique in that they are manufactured under the
"cosmonite" process that produces more distance and better feel.
This "cosmonite" process also produces a distinct, attractive black
finish. Second, 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.). Finally, Tour Precision offers to install a demonstration center
manned by a teaching professional 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 recently relocated Tour
Precision to its executive site in Las Vegas, Nevada. A full-service
demonstration facility is being constructed at that site to illustrate to
training facility owners the potential of both the club sales at their
location and the impact the demonstration centers would have as
well. direct marketing to golf courses and retail customers will be
continued.
Automatic Golf Ball Teeing Device Manufacturing Sales
<PAGE>
Operations. The automatic golf ball teeing device and ales
is done through the Golf Auto Tee segment. Golf Auto Tee is
America's first and only patented 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.
Recent Acquisitions. The Company has entered into an Agreement to
acquire 100% of the issued and outstanding shares of 3422488
Manitoba Ltd. which provides the company with control of the
Pelican Beach Golf and Country Club.
Principal Customers and Backlog.
Golf Publications
The current subscription base is approximately 3,000 with
Management anticipating reaching 10,000 readers by the end of fiscal
1996.
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 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% of the 808,575 square feet installed in fiscal 1994.
At May 31, 1996, American Turf had firm orders from 13 golf
driving ranges at approximately $100,000 to $400,000 per range, for
a total of approximately 2,453,000 square feet in backlogged orders.
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. In addition to the increase in
new ranges, Management's experience projects a "retro-fit" market
of approximately 15% of the overall market. As environmental
benefits and cost savings features of the synthetic turf products
become better known in the marketplace, an even greater percentage
of ranges "retro-fitting with the Company's products could be
expected.
<PAGE>
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 the substantial number of visitors to southern
Nevada and has shown less significant competition.
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 is the only competitor at
present to provide 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 o 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 and its various business segments are subject
to the regular Federal and State regulations, including hiring
practices, workers' safety, etc. Management believes it is in
compliance with all regulatory requirements.
Patents, Copyrights, Trademarks and Trade Secrets.
The Company has obtained the following Patents,
Trademarks an 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
Employees.
As of December 31, 1996, the Company employed
approximately 9 employees in the State of Nevada, 8employees 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.
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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.
Management
NAME AND ADDRESS AGE POSITION
HELD-RELATION SHIP
Mac Shahsavar Chairman of the Board,
5230 South Valley View, Suite E Director, Chief Executive
Las Vegas, Nevada 89118 Officer
Shrini Chary Director
5230 South Valley View, Suite E
Las Vegas, Nevada 89118
Gerald Levine President, Director
5230 South Valley View, Suite E
Las Vegas, Nevada 89118
Marie Levine Secretary/Treasuer,
5230 South Valley View, Suite E Director
Las Vegas, Nevada 89118
Andrew J. Rafkin III Director
42380 Rio Nedo
Temecula, California 92590
Seyed Torabian Director
5230 South Valley View, Suite E
Las Vegas, Nevada 89118
Mac Shahsavar, Chairman of the Board, Director, and Chief
Executive Officer of the Company. Mr. Shahsavar is currently
President and CEO of National Health Care Systems, a Nasdaq
company. National Health Care Systems is a provider of medical
supplies. Prior to serving as President of National Health Care
Systems, Mr. Shahsavar was President and CEO of Excelco Systems,
Inc..
Srini Chary, Dr. Srini Chary, a Director of the Company, is currently
President of Insoca, Inc., a Canadian investment
<PAGE>
company. Dr. Chary is currently practicing medicine in Canada.
Gerald Levine, President and Director of the Company. Mr. Levine
is President of C.E.C. Industries, Corp., a Nasdaq (OTC) company.
Mr. Levine graduated from John Carroll University, Cleveland, Ohio,
with a degree in Business Administration. Mr. Levine was Executive
Vice President of Lincoln ?Automotive and Lincoln Bearing from
1955 to 1970. From 1970 to 1979 he was President and Chief
Operations Officer of Cle-Ware Industries which purchased Rayco
Industries, building sales to over 90 million and employing 3,000
workers. From 1979 to 1988, Mr. Levine operated Centrum
Consulting Corp. Working with companies seeking merger partners.
In 1988, Mr. Levine became President of On Target Sports
Selections, a computerized Line Service. In November of 1990, On
Target Sports completed a reverse merger with American Jet
Holdings, Inc., later changing the names of the corporation to O.T.S.
Holdings, Inc.
Marie Levine, Secretary/Treasurer and Director of the Company.
Mrs. Levine is also Chief Financial Officer and Secretary/Treasurer
of C.E.C. Industries Corp. (Nasdaq-OTC) Mrs. Levine worked for
the University of Nevada at Las Vegas Computing Center from 1972
to 1977. From 1977 to 1988, Mrs. Levine operated privately held
companies including property management and bookkeeping
services. In 1988 she became involved with the automation of the On
Target Sports Selections computerized system, and became
Secretary/Treasurer of O.T.S. Holdings, Inc., (Nasdaq-OTC).
Seyed Torabian, Director of the Company. Mr. Torabian is Vice
President of National Health Care Systems. Prior to his position with
National Health Care Systems, Mr. Torabian was President of
Paymon Trading, Inc., an importer, wholesaler and distributor of gifts
and souvenir products in Western Canada.
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.
Growth Strategy.
As seen in the Recent Developments section above,
Worldwide Golf Resources, Inc. will simultaneously seek to further
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.
Legal Proceedings
The Company is neither involved in or expects any legal
proceedings for the coming fiscal year.
Submission of Matters to Vote to Shareholders
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, 1996.
<PAGE>
Properties.
The following table sets forth information regarding the
Company's leased properties, all of which are fully utilized:
Annual
Building Rental
Location Use Square Feet Payment
Las Vegas, Nevada Executive Offices 5,131 39.3
Publishing
Las Vegas, Nevada Previous Offices 1,198 16.5
Rome, Georgia Turf Manufacturing 15,200 18.0
Temecula, California Range Master 19,000 56.4
OFFERING SHAREHOLDERS
PART II
Item 3. Information with Respect to the Company
This prospectus is accompanied by the Company's Form 10K for the
year ended December 31, 1995, and its latest Quarterly Reports filed
subsequent thereto, for quarter ending September 30, 1996. These
Annual, Quarterly and Current Reports, as well as all other reports
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, are hereby incorporated by
reference in this prospectus and may be obtained upon the oral or
written request of any person to the Company at 5230 South Valley
View, Suite E, Las Vegas, Nevada 89118 telephone number (702)
739-9392
Incorporation of Documents by Reference.
The registrant incorporates the following documents by reference in
this Registration Statement:
(a) The registrants Annual Report on Form 10-K filed for the year
ended December 31, 1995;
(b) The registrants Quarterly Report on Form 10-Q for the quarter
ending September 30, 1996.
(c) A description of securities from the registrants Registration
Statement on Form S-18 File No. 33-12664-D filed pursuant to the
Securities Act of 1933; and
Item 4. Description of Securities
General
A description of securities is incorporated by reference from the
registrants Registration Statement on Form S-18, File No. 33-12664-D.
<PAGE>
The Company's authorized capitalization is 25,000,000 shares,
consisting of 25,000,000 shares of Common Stock, par value $.0001
per share, of which 4,602,748, (as of March 1, 1997 there were
3,952,748 shares outstanding) shares will be issued and outstanding
after issuance to the selling shareholders, and the additional shares,
referred to in the preceding section.
Common Stock
Holders of Common Stock are entitled to one vote per share on each
matter submitted to vote at any meeting of shareholders. Shares of
Common Stock do not carry cumulative voting rights and therefore,
holders of a majority of the outstanding shares of Common Stock will
be able to elect the entire board of directors and, if they do so,
minority shareholders would not be able to elect any members to the
board of directors. The Company's board of directors has authority,
without action by the Company's shareholders, to issue all or any
portion of the authorized but unissued shares of Common Stock,
which would reduce the percentage ownership of the Company of its
shareholders and which may dilute the book value of the Common
Stock. Shareholders of the Company have no pre-emptive rights to
acquire additional shares of Common Stock. The Common Stock is
not subject to redemption and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of
Common Stock are entitled to share equally in corporate assets after
satisfaction of all liabilities. Holders of Common Stock are entitled
to receive such dividends as the board of directors may from time to
time declare out of funds legally available for the payment of
dividends. The Company has not paid dividends on its Common
Stock and does not anticipate that it will pay dividends in the
foreseeable future.
Item 5. Interests of Named Experts and Counsel
NA
Item 6. Indemnification
Section 78.751 of the Nevada General Corporation Laws
provides as Follows:
78.751. Indemnification of officers, directors, employees
and agents; advancement of expenses.
1. A corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right of
the corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit or proceeding if he acted
in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action
, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
2. A corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director , officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by
him in connection with the defense or settlement of the action or suit
if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
corporation.
<PAGE>
Indemnification may not be made for any claim, issue or a matter as
to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections 1
and 2, or in defense of any claim, issue or matter therein, he must be
indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the
defense.
4. Any indemnification under subsections 1 and 2, unless
ordered by a court or advanced pursuant to subsection 5, must be
made by the corporation only as authorized in the specific case upon
a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination
must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or
proceeding;
(c) If a majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
5. The certificate or articles of incorporation, the bylaws or
an agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do
not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any
contract or otherwise by law.
6. The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may
be entitled under the certificate or articles of
incorporation or any bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, for
either an action in his official capacity or an action in
another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on
behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law
and was material to the cause of action.
(b) Continues for a person who ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
The March 2, 1997 Stock Award Plan contains provisions
indemnifying those same persons in their capacities as administrators
of the Plan. Worldwide does not have insurance to indemnify its
offices and directors in accordance with any of the above.
Item 7. Exemption From Registration Claimed.
<PAGE>
All of the shares were exempt from the registration requirements of
the Securities Act of 1933 as amended by virtue of Section 4(2)
thereof covering transactions not involving any public offering or not
involving any "offer" or "sale". As a condition precedent to each sale
or gift the respective purchaser was required to execute an investment
letter and consent to the imprinting of a restrictive legend on each
stock certificate received from the registrant.
Item 8. Exhibits.
3.1 Articles of Incorporation of registrant, as amended (1).
3.2 Bylaws (2).
5 Opinion of Donald J. Stoecklein, Attorney-at-law, regarding
legality of shares being issued (3).
10 Consultant and Employee Stock Compensation Plan (3).
24 Consent of Donald J. Stoecklein, Attorney-at-Law,
(contained in its opinion filed as Exhibit 5 to this
Registration Statement (3).
__________________________________________
(1) Incorporated by reference from the registrants Registration Statement on
Form S-18, File No. 33-12664-D; Articles of Amendment reflecting the
name change from JSL, Inc. to Infodynamx Corporation, dated April 15,
1994; Articles of Amendment reflecting the name change from Infodynamx
Corporation to Worldwide Golf Resources, Inc., dated September 30, 1994.
(2) Incorporated by reference from the registrants Registration Statement on
Form S-18, File No. 33-12664-D.
(3) Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed
in the registration statement or any material change
to such information in the registration statement,
including (but not limited to) any addition or
election of a managing underwriter.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities offered at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement referring to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel that matter has been settled by
controlling precedent, submit to a court of
<PAGE>
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas,
State of Nevada, on this 11th day of July, 1996.
WORLDWIDE GOLF RESOURCES, INC.
By :/s/Gerald Levine
Gerald Levine, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities indicated on March 2, 1997.
Signature Title Date
/s/Gerald Levine President, Director March 2, 1997
Gerald Levine
/s/Marie Levine Secretary, Director March 2, 1997
Marie Levine
PAGE
<PAGE>
EXHIBIT 5 AND 24
Opinion and Consent of
Donald J. Stoecklein
PAGE
<PAGE>
ATTORNEY AT LAW Telephone
(702)
794-2590
Facsimile
(702)
650-2193
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
3773 Howard Hughes
Parkway, Suite 200N, Las Vegas, Nevada 89109
March 2, 1997
Mr. Gerald Levine
President
WORLDWIDE GOLF RESOURCES, INC.
5230 South Valley View, Suite E
Las Vegas, Nevada 89118
RE: REGISTRATION STATEMENT ON FORM
S-8
Dear Mr. Levine:
You have requested our opinion as to the legality of the
registration by you, Worldwide Golf Resources, Inc., (the
"Corporation") of up to 650,000 shares of Common Stock
( the "shares") pursuant to a Registration Statement, dated
March 2, 1997, on Form S-8 ( the "Registration
Statement") to be filed on March 3, 1997:
As your counsel we have reviewed and examined:
1. The Articles of Incorporation of the Corporation,
as amended (the "Articles");
2. The Bylaws of the Corporation, as certified by the
Secretary of the Corporation;
3. The Resolutions of the corporation authorizing the
registration;
4. The minute book of the Corporation;
5. The Corporation's 10-K for 1995;
6. The Corporation's 10-Q for quarter ending
September 30, 1996;
7. The Form S-18 Registration Statement;
8. The Form S-8 Registration Statement dated March
2, 1997;
9. The Consultant and Employee Stock
Compensation Plan; and
<PAGE>
10. Such other matters as we have deemed relevant in
order to form our opinion.
In giving our opinion, we have assumed without
investigation the authenticity of any document or
instrument submitted to us as an original, the conformity
to the original of any document or instrument submitted
to us as a copy, and the genuineness of all signatures on
such originals or copies.
Based upon the foregoing, and subject to the
qualifications set forth below, we are of the opinion that
the Shares, if issued and sold as described in the
Registration Statement (provided that at least par value is
paid for the shares): (i) will have been duly authorized,
legally issued, fully paid and nonassessable, (ii) when
issued will be a valid and binding obligation of the
corporation, and (iii) do not require a permit from any
governmental agency.
Our opinion is subject to the qualification that no opinion
is expressed herein as to the application of the state
securities or Blue Sky laws.
This Opinion is furnished by us as counsel to you and is
solely for your benefit. Neither this opinion nor copies
hereof may be relied upon by, delivered to, or quoted in
whole or in part to any governmental agency or other
person without our prior written consent.
Notwithstanding the above, we consent to the use of our
opinion in regards to the Request to Transfer Agent for
transfer of the above referred to shares.
Yours Very Truly,
Donald J. Stoecklein
s8opin.796
PAGE
<PAGE>
EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
PAGE
<PAGE>
AMENDED
March, 97 CONSULTANT AND EMPLOYEE
STOCK COMPENSATION PLAN
Worldwide Golf Resources, Inc.
I.
Purpose of the Plan.
The purpose of this Plan is to further the growth of
Worldwide Golf Resources, Inc. ("Worldwide") by
allowing the Company to compensate officers, directors,
consultants and certain other persons providing bona fide
services to the Company, through the award of
Worldwide's common stock.
II.
Definitions
Whenever used in this Plan, the following terms shall
have the meanings set forth in this Section:
1. "Award" means any grant of Common Stock made
under this Plan.
2. "Board of Directors" means the Board of Directors of
Infodynamx Corporation.
3. "Code" means the Internal Revenue Code of 1986, as
amended.
4. "Common Stock" means the common stock, par value
$ .0001 per share, of Worldwide Golf Resources, Inc.
5. "Date of Grant" means the day the Board of Directors
authorizes the grant of an Award or such later date as
may be specified by the Board of Directors as the date a
particular Award will become effective.
6. "Employee" means any person or entity that renders
bona fide services to the Company (including, without
limitation, the following: a person employed by the
Company in a key capacity; an officer or director of
Infodynamx or one or more Subsidiaries; a person or
company engaged by the Company as a consultant; or a
lawyer, law firm, accountant or accounting firm.
7. "Subsidiary" means any corporation that is a subsidiary
with regard to Infodynamx as that term is defined in
Section 424(f) of the Code.
III.
Effective Date of the Plan
<PAGE>
The effective date of this Amended Plan is March 2,
1997.
IV.
Administration of the Plan
The Board of Directors will be responsible for the
administration of this Plan, and will grant Awards under
this Plan. Subject to the express provisions of this Plan,
the Board of Directors shall have full authority and sole
and absolute discretion to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, and
to make all other determinations which it believes to be
necessary or advisable in administering this Plan. The
determinations of the Board of Directors on the matters
referred to in this Section shall be conclusive. The Board
of Directors shall have sole and absolute discretion to
amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with
the administration of this Plan unless it resulted from the
member's willful misconduct.
V.
Stock Subject to the Plan
The maximum number of shares of Common Stock as to
which Awards may be granted under this Plan is 650,000
shares. The Common Stock which is issued on grant of
awards may be authorized but unissued shares or shares
which have been issued and reacquired by Worldwide
Golf Resources, Inc. The Board of Directors may increase
the maximum number of shares of Common Stock as to
which Awards may be granted at such time as it deems
advisable.
VI.
Persons Eligible to Receive Awards
Awards may be granted only to Employees, or
Consultants of the Company, whether individual or
corporate.
VII.
Grants of Awards
Except as otherwise provided herein, the Board of
Directors shall have complete discretion to determine
when and to which Employees or Consultants Awards are
to be granted, and the number of shares of Common Stock
as to which awards granted to each Employee or
consultant will relate. No grant will be made if, in the
judgment of the Board of Directors, such a grant would
constitute a public distribution within the meaning of the
Securities Act of 1933, as amended (the "Act"), or the
rules and regulations promulgated thereunder.
<PAGE>
VIII.
Delivery of Stock Certificates
As promptly as practicable after authorizing the grant of
an Award, Infodynamx shall deliver to the person who is
the recipient of the Award, a certificate or certificates
registered in that person's name, representing the number
of shares of Common Stock that were granted. If
applicable, each certificate shall bear a legend to indicate
that the Common Stock represented by the certificate was
issued in a transaction which was not registered under the
Act, and may only be sold or transferred in a transaction
that is registered under the Act or is exempt from the
registration requirements of the Act.
IX.
Employment
Nothing in this Plan or in the grant of an Award shall
confer upon any Employee or consultant the right to
continue in the employ of the Company nor shall it
interfere with or restrict in any way the rights of the
Company to discharge any employee at any time for any
reason whatsoever, with or without cause.
X.
Laws and Regulations
The obligation of Infodynamx to sell and deliver shares of
Common Stock on the grant of an Award under this Plan
shall be subject to the condition that counsel for
Worldwide be satisfied that the sale and delivery thereof
will not violate the Act or any other applicable laws, rules
or regulations.
XI.
Withholding of Taxes
If subject to withholding tax, the Company shall be
authorized to withhold from an Employer's salary or
other cash compensation such sums of money as are
necessary to pay the Employee's withholding tax. The
Company may elect to withhold from the shares to be
issued hereunder a sufficient number of shares to satisfy
the Company's withholding obligations. If the Company
becomes required to pay withholding tax to any federal,
state or other taxing authority as a result of the granting
of an Award and the Employee fails to provide the
Company with the funds with which to pay that
withholding tax, the Company may withhold up to 50%
of each payment of salary or bonus to the Employee
(which will be in addition to any other required or
permitted withholding), until the Company has been
reimbursed for the entire withholding tax it was required
to pay.
<PAGE>
XII.
Reservation of Shares
Worldwide shall at all times keep reserved for issuance on
grant of awards under this Plan a number of authorized
but unissued or reacquired shares of Common Stock equal
to the maximum number of shares Infodynamx may be
required to be issued on the grant of Awards under this
Plan.
XII.
Termination of the Plan
The Board of Directors may suspend or terminate this
Plan at any time or from time to time, but no such action
shall adversely affect the rights of a person granted an
Award under this Plan prior to that date.
XIV.
Delivery of Plan
A Copy of this Plan shall be delivered to all participants,
together with a copy of the resolution or resolutions of
the Board of Directors authorizing the granting of the
Award and establishing the terms, if any, of participation.
No dealer, salesman, or any other person has been
authorized by the Company to give any information or to
make any representations other than those contained in
this Prospectus in connection with the offering made
hereby, and if given or made, such information or
representations must not be relied upon. This Prospectus
does not constitute an offer to sell or the solicitation of an
offer to buy any securities other than those specifically
offered hereby or an offer to sell, or a solicitation of an
offer to buy, to any person in any jurisdiction in which
such offer or sale would be unlawful. Neither the delivery
of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there
has been no change in the affairs of the Company since
any of the dates as of which information is furnished or
since the date of this Prospectus.
<PAGE>
