WorldWide Golf Resources, Inc..
23 Cactus Garden Drive, F-60
Henderson, NV 89014
Telephone (702) 893-4747
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
October 6, 1997
TO THE SHAREHOLDERS OF WorldWide Golf
Resources, Inc.
The annual meeting of the shareholders of
WorldWide Golf Resources, Inc. will be held at the
Country Inn, 1990 Sunset, Henderson, Nevada, on
October 6, 1997, at 9:00 a.m. Pacific Daylight Time, for
the following purposes.
1. To elect five directors to serve until the
next annual meeting and until their
successors are elected and qualified;
and,
2. To transact any other business that
may properly come before the meeting
or any adjournment of the meeting.
Shareholders of record at the close of business
on July 28, 1997, are entitled to notice of and to vote at
the meeting. The Company's proxy statement and its
1997 annual report to shareholders accompany this
notice.
All shareholders are invited to attend the
meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND
THE ANNUAL MEETING IN PERSON, PLEASE
SIGN THE ENCLOSED PROXY CARD AND
RETURN IT AS SOON AS POSSIBLE.
By Order of the Board of Directors,
____________________________________
Mac Shahsavar
Chief Executive Officer and President
July 28, 1997
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WorldWide Golf Resources, Inc.
23 Cactus Garden Drive, F-60
Henderson, NV 89014
Telephone (702) 893-4747
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held October 6, 1997
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in
connection with the solicitation of proxies by the
Board of Directors of WorldWide Golf Resources, Inc.
(the "Company") of proxies for use at the annual
meeting of the shareholders of the Company, or any
adjournments thereof. The meeting will be held at
the Country Inn, 1990 Sunset, Henderson, Nevada, on
October 6, 1997, at 9:00 a.m. Pacific Daylight Time, to
elect five directors to serve until the next annual
meeting and until their successors are elected and
qualified.
Management knows of no other business that
may properly come before the meeting. The above
matter requires for its approval the affirmative vote of
a majority of the shares represented at a meeting at
which a quorum is present.
SOLICITATION OF PROXIES
Enclosed is a proxy card for use in voting shares
of Common Stock in the Company by proxy at the
annual meeting of shareholders. Unless otherwise
indicated on the proxy, shares represented at the
meeting by a properly executed proxy, received by the
Company in advance of the meeting, will be voted for
each of the nominees for Director shown on the proxy
card. Where a shareholder specifies on a proxy how
the shares represented by the proxy are to be voted, the
shares will be voted in accordance with the
specifications made. Any proxy given by a shareholder
may be revoked by the shareholder at any time prior to
its use by filing a written revocation with the Secretary
of the Company, by filing a proxy, duly executed, with
the Secretary of the Company bearing a later date, or
by attending the meeting and voting in person.
Attendance at the meeting, in and of itself, will not
constitute revocation of a previously submitted proxy.
VOTING SECURITIES
The securities entitled to vote at the meeting
consist of shares of Common Stock of the Company,
par value $.0001. Each share of Common Stock is
entitled to one vote. Only shareholders of record at the
close of business on July 28, 1997, are entitled to
notice of and to vote at the meeting and any
adjournment thereof. The number of outstanding
shares at the close of business on July 28, 1997, was
13,073,248 held by approximately 199 shareholders.
This Proxy Statement is being mailed to
shareholders beginning July 28, 1997.
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BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of July 28,
1997, Common Stock ownership of (1) the directors of
the Company, (2) the only persons known to
management to be the beneficial owners of more than
five percent of the Common Stock of the Company, and
(3) the Company's directors and officers as a group:
Amount and Options
Nature of or Other
Title of Name and Address Beneficial Percent Beneficial
Class of Beneficial Owner(1) Ownership of Class Owners(2)(3)
Common Mahmood Shahsavar 324,500 .0248%
Common ElaineAffleck 10,000 .00076%
Common Seyed Torabian 0 0%
Common Andrew Refkin 175,000 .0134%
Common Srini Chary 175,000 .0134%
Common 3422488 Manitoba 6,160,000 .4712%
251 Sawteaux Cresent
Winnipeg, Manitoba,
Canada R3J 3C7
Common Officers & Directors 684,500 .0526%
(As a group of 5 persons)
(1) Addresses are furnished only for those
beneficial owners of 5% or more of the
Company's Common Stock.
(2) All beneficial owners have sole voting and
investment power over all of the shares they
own, except as indicated in column five and
these footnotes.
(3) The amounts in column three include the
amounts in column five.
Mac Shahsavar, an officer and director of the Company,
is the controlling shareholder of 3422488 Manitoba Ltd.
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ELECTION OF DIRECTORS
Five directors are to be elected to the Board of
Directors for one year to serve until the 1997 annual
meeting of shareholders and until their successors are
elected and qualified.
If one or more of the nominees should at the
time of the meeting be unable or unwilling to serve,
the shareholders may vote for other nominees and for
any substitute nominee or nominees designated by
the Board of Directors. None of the Directors knows
of any reason why the five nominees named would be
unavailable to serve. The following table sets forth
information regarding each nominee.
All Positions Years Served
and Offices as Director
Name With WWG Age Of the Company
Mac Shahsavar President, Principal Executive
Officer 40 6 Months
& Director
ElaineAffleck Principal Financial Officer,
Principal 65 1 Months
Accounting Officer, & Director
Seyed Torabian Director 41 6 Months
Andrew Refkin Director 51 6 Months
Dr. Srini Chary Director 52 6 Months
BOARD OF DIRECTORS MEETINGS AND
COMPENSATION
Board Meetings
The Board of Directors met 13 times during the
fiscal year ended December 31, 1996. The Board does
not have an audit, a compensation nor a nominating
committee.
Director Compensation
For serving on the Board of Directors, each
director of the Company is paid an amount of money
per meeting established from time to time by
resolution of the Board of Directors, or the equivalent
in common stock in the Company.
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IDENTIFICATION OF EXECUTIVE OFFICERS
The Company's executive officers are elected
annually at the first meeting of the Board of Directors
following each annual shareholders meeting. The
Company's executive officers as of July 28, 1997,
were as follows:
Name Age Position
Mac Shahsavar 40 President,
Principal Executive Officer
ElaineAffleck 65 Principal
Financial Officer, Principal Accounting Officer
Summary Compensation
The compensation which the Company paid to
the President for services in all capacities and for the
fiscal years indicated, was as follows:
Name and Principal Position Year Salary Other
Kenneth L. Maul, Chairman and CEO 1996 6,000
1995 60,000
1994 60,000
1993 60,000
Janet E. Maul, Secretary and Treasurer 1996 1,200
1995 20,400
1994 20,400
1993 20.400
Insider Participation in Compensation Decisions
The Company has no separate Compensation
Committee; the entire Board of Directors makes
decisions regarding executive compensation. Two of
the five directors are officers of the Company. Mac
Shahsavar is the President and a director and
ElaineAffleck is the Secretary/Treasurer and a Director.
Both of them participated in deliberations of the
Company's Board of Directors concerning executive
officer compensation.
Board of Directors Report on Executive
Compensation
The Board of Directors has no existing policy
with respect to the specific relationship of corporate
performance to executive compensation. The Board
has set executive compensation at what the Board
considered to be the minimal levels necessary to retain
and compensate the officers of the company for their
activities on the Company's behalf.
Mac Shahsavar
ElaineAffleck
Srini Chary
Andrew J. Rafkin III
Seyed Torabian
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SELECTION OF AUDITORS
The Board of Directors selected William
Clancy, Certified Public Accountant, as the
independent auditor to examine the Company's
financial statements for the fiscal year ended
December 31, 1996. The Company anticipates that
Mr. Clancey is expected to be present at the
shareholders meeting to answer any questions.
PROPOSALS OF SHAREHOLDERS FOR 1997
ANNUAL MEETING
Proposals of shareholders intended to be
presented at the 1997 annual shareholders' meeting
must be received by the Corporate Secretary,
WorldWide Golf Resources, Inc., 23 Cactus Garden
Drive, F-23, Henderson, Nevada, prior to September
30, 1997.
OTHER MATTERS
Management knows of no other matters that are
likely to be brought before the meeting.
EXPENSES OF PROXY SOLICITATION
The principal solicitation of proxies will be
made by mail. However, certain officers of the
Company, none of whom will be compensated
therefore, may solicit proxies by letter, telephone or
personal solicitation. Expenses of distributing this
Proxy Statement to shareholders, which may include
reimbursements to banks, brokers and other custodians
for their expenses in forwarding this Proxy Statement,
will be borne exclusively by the Company.
PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY AT YOUR
EARLIEST CONVENIENCE, WHETHER OR
NOT YOU CURRENTLY PLAN TO ATTEND
THE MEETING.
______________________________
ElaineAffleck
Secretary
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WorldWide Golf Resources, Inc.
PROXY
Annual Meeting of Shareholders
October 6, 1997
The undersigned appoints The Board of
Directors of WorldWide Golf Resources, Inc. with full
power of substitution, the attorney and proxy of the
undersigned, to attend the annual meeting of
shareholders of WorldWide Golf Resources, Inc., to be
held October 6, 1997, beginning at 9:00 a.m., Pacific
Daylight Time, at the Country Inn, 1990 Sunset,
Henderson, Nevada, and at any adjournment thereof,
and to vote the stock the undersigned would be entitled
to vote if personally present, on all matters set forth in
the Proxy Statement to Shareholders dated July 28,
1997, a copy of which has been received by the
undersigned, as follows:
1. Vote [ ] Withhold
Vote [ ]
for the election of the following five nominees
as directors of the Company, to serve until the
next annual meeting and until their successors
are elected and qualify: Mac Shahsavar.
ElaineAffleck, Srini Chary, Andrew J. Rafkin
III & Seyed Torabian
Please indicate the names of those for whom
you are withholding your vote:
2. In his discretion, upon any other matter that
may properly come before the meeting or any
adjournment hereof.
THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFIC
INDICATIONS ABOVE. IN THE ABSENCE OF
SUCH INDICATIONS, THIS PROXY, IF
OTHERWISE DULY EXECUTED, WILL BE
VOTED FOR EACH OF THE MATTERS SET
FORTH ABOVE.
Date ___________________________, 1997 Number of Shares________________
Please sign exactly as
your name appears on
your stock certificate(s).
If your stock is issued in Signature________________________
the names of two or more Print Name Here:__________________
persons, all of them must
sign this proxy. If signing
in representative capacity,
please indicate your title.
Signature_____________________________________
Print Name Here:_________________________
PLEASE SIGN AND RETURN THIS PROXY
PRIOR TO SEPTEMBER 30, 1997.
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