SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1996
Commission File Number: 33-12664-D
WORLDWIDE GOLF RESOURCES, INC.
(Formerly JSL, Inc.)
(Exact name of registrant as specified in its charter)
Nevada 88-033551
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 Cactus Garden Drive, Suite F23
Henderson, Nevada 89014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (800) 624-1647
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
(Title of Class)
Indicate by check mark whether the registrant (a)
has filed all reports required to be filed by Section 13 pr
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days. Yes X No
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value (the average bid and
asked prices) of the voting stock held by non-affiliates of
the registrant on December 31, 1996, was approximately
$6,215,305.00. The number of shares of Common Stock,
$0.0001 par value, outstanding on December 31, 1996, was
3,946,748 shares, held by approximately 152 shareholders.
<PAGE>
PART I
ITEM 1. BUSINESS
(a) General
Worldwide Golf Resources, Inc. (The "Company") is
engaged in several golf-related ventures, including the
manufacture and installation of synthetic turf for use in
driving ranges, as well as other applications (American
Turf, Inc.); the manufacture and sale of golf driving
range equipment as well as the manufacture and sale of
an underground automatic golf ball teeing device
(Advance Golf Systems, Inc. d/b/a Range Master); an
18 hole golf course and club house in Monitoba,
Canada, (Pelican Beach Country Club); the ownership
of a periodic golf magazine in the Las Vegas, Nevada
market; and the manufacture and sale of tour-quality
golf clubs (Tour Precision, Inc.). The Company also
acquired 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
that started in 1994. JSL, Inc. (the original company
incorporated in Delaware on September 18, 1986 and
Infodynamx Corporation merged in spring of 1994.
JSL, Inc. was the surviving entity, it adopted the
Infodynamx name. The new corporation began
operations on April 1, 1994. The surviving company
then merged with Worldwide Golf Resources, Inc. (of
Colorado). Again, although Infodynamx was the
surviving entity, the company elected to utilize the
name recognition of Worldwide Golf Resources and
therefore adopted the name. Prior to the merger,
Infodynamx had transferred its domicile to the State of
Nevada. Thus, the combined companies are now a
Nevada Corporation.
Subsequent to the merger activities above, the company
was party to two acquisition efforts during 1994. On
December 16, 1994, the Company acquired 100% of
the common stock of Tour Precision, Inc. of California
in a stock-for-stock exchange. After this, on December
31, 1994, the Company completed the acquisition of
%100 of the common stock of American Turf
Manufacturing, Inc., a Georgia Corporation, in a stock-for-stock exchange.
During fiscal year 1995 the Company was successful in
negotiating additional acquisitions. On June 15, 1995
the Company acquired Chem-Line of Georgia, Inc. and
Ana-Tex of Rome, Inc. in exchange for stock. On
October 28, 1995, the Company was successful in
acquiring 100% of the common stock of Advanced Golf
Systems, Inc. d/b/a Range Master in a stock-for-stock
exchange.
During 1996, the Company liquidated the inventory of
Tour Precision. The Company is currently seeking
financing to manufacture a new series of golf clubs
designed by Tour Precision.
Change in Management. In December 1996, there
was a change in the Board of Directors of the Company.
Kenneth Maul, Janet Maul and G. Vance Cartee,
resigned as directors, and Gerald H. Levine, Marie A.
Levine and Seyed Torabian were elected by the
remaining board. In January of 1997, Srini Chary, M.D.
and Mahmood Shahsavar were elected to the Board of
Directors.
<PAGE>
On January 22, 1997, the Company purchased 100% of
the issued and outstanding shares of 2671914
Monitoba, Ltd. for 6,160,000 treasury shares. 2671914
Monitoba, Ltd., a Canadian Corporation, owns as its
sole asset the real property generally described as the
Pelican Beach Golf and Country Club, located at Gimli,
Monitoba, Canada. Pelican Beach Golf and Country
Club is an 18 hole golf course which was completed in
1996. Pelican Beach is currently completing the 12,000
square foot clubhouse which will serv as a year round
family amusement center and restaurant. The grand
opening is scheduled for July 1, 1997.
A Regulation S Placement Memorandum was initiated
on January 25, 1997, $1.5 Million USD to be used for
working and expansion capital for American Turf
Manufacturing and Range Master divisions, and for
expansion of the Pelican Beach Golf and Country Club.
The Regulation S Placement Memorandum is 1,500,000
Units at $1.00 per Unit. Each Unit is comprised of one
common share of stock and one common stock warrant.
The warrant has an exercisable price of $2.00 per share
at any time prior to April 1, 1998. The warrants are
subject to redemption by the company at $.50 per
Warrant, at any time during the first six months after
the date of this memorandum and prior to their
expiration, on 30 days's prior written notice to the
holders of the Warrants.
The Company's principal executive offices are located
at 23 Cactus Garden Drive, Suite F23, Henderson,
Nevada; telephone: (800) 624-1647.
(b)Financial Information About Industry Segments.
The company in 1996 was engaged in four primary
business segments in golf-related product industries; the
publication of golf periodicals/video cassettes, the
manufacturing and sale of golf driving range
equipment, the manufacturing and installation of
synthetic turf at driving ranges, and the manufacturing
and sale of golf clubs. Respectively, the segments
accounted for 14%, 24%, 61%, and 1% of the
Company's total revenues for the fiscal year ended
December 31, 1996. It is expected that the
manufacturing and sale of golf driving range equipment
and synthetic turf will continue to provide the majority
of the Company's revenue until the completion of
Pelican Beach Golf Course.
Expanded information on each of the operating
segments and their respective markets is set forth in the
following section, Narrative Description of Business.
( c) Narrative Description of Business.
Golf Publications
Operations. The Company's Publications segment is
engaged in the publication of the Las Vegas Golf
Magazine ("LVGM"), the annual Las Vegas Golf Guide
("Guide"), and the instructional golf video Golf Tips for
Desert Play ("Video"). During 1996, due to limited
working capital, the Company sales of these products
were minimal. The Company now plans on
reestablishing the publishing of the Las Vegas Golf
Magazine again in late 1997.
Marketing. The Guide, LVGM and Video will be
marketed through but not limited to, Las Vegas Hotels
and Casinos, Golf Courses, Restaurants, and Lounges.
<PAGE>
Strategy. The near-term strategy of the Golf
Publication 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.
Golf Driving Range Equipment Manufacturing, Sales
and Installation
Operations. The golf driving range equipment
manufacturing, sales and installation is effected through
Advances 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 designed equipment is renowned
as some of 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 it product's 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 and
complements its line with the very best products form
other major manufactures.
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 dealership network into new markets.
Additionally, the company may use its sales network to
market other other companies product's on a pass-through
percentage basis in addition to exploring other
acquisitions.
Synthetic Turf Manufacturing, Sales and Installation
Operations. The synthetic turf manufacturing, sales
and installation is conducted through American Turf
Manufacturing, Inc. ("American Turf") of Rome,
Georgia. American Turf is one of the country's largest
and fastest growing suppliers of synthetic turf to golf
driving ranges, golf courses, baseball ranges, tennis
courts, soccer and other athletic fields. The landing
area turf is complimented by target greens and visual
sand and water hazards, with grass-like playability for
driving ranges. American Turf also provides Turf Tee
Lines, Fiber Golf Mats, Putting Greens, Turf Tennis
courts, and Golf Cart Path Covers. Additional
applications for the synthetic turf and associated
products are 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 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. American Turf promotes its products
through Range Master's sales representatives as well as
through trade shows/conventions, industry orientated
publications and word of mouth.
Creative synthetic turf design applications and
state-of-the-art construction techniques in conjunction with
Range Master products will ensure a growing market
share.
Strategy. More than 6 million square feet of synthetic
turf has been installed at more than 20 ranges in the
United States and as far as South Korea. The popularity
of using synthetic turf is rapidly growing, and so is
American Turf, which is currently moving into a much
larger facility in order to handle the increasing
demands. American Turf has installed more ranges and
square footage of synthetic turf than competitors. It
lists major corporations such as Golden Bear, Family
Golf Centers, American Golf Corp. and other leading
range owners. American Turf 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 Club Assembly and Sales
Operations. The custom golf club assembly and sales
is conducted through the Tour Precisiontm ("Tour
Precision") segment.
During 1996, the inventory of Tour Precision was
liquidated and production stopped. The Company is
seeking additional financing at this time to continue
manufacturing a new series of clubs under the Tour
Precision name.
Automatic Golf Ball Teeing Device Manufacturing
Sales
Operations. The manufacturing and sale of the
automatic golf ball teeing device will be done through
the Golf Auto Tee segment, located within the Range
Master's new facility in Temecula, California. Golf
Auto Tee is America's first fully automatic
underground golf ball teeing mechanism. Various
volumes (up to several hundred) golf balls are loaded
into a large receptacle and gravity-fed to the
mechanized tee. Special light sensors detect when the
teed 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 set
up 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.
<PAGE>
Principal Customers and Backlog.
Golf Publications
The Las Vegas Golf Magazine had previously been
distributed to approximately 120 locations in the
Southern Nevada area, including the majority of the
large hotels and casinos in Las Vegas.
Golf Driving Range Equipment Manufacturing, Sales
and Installation
At April 10, 1997, Range Master had approximately
$125,000 in backlogged equipment orders, which will
be completed over the next two months.
Range Master has sold equipment and/or services to
American Golf, Golden Bear, Faily Golf, J.C. Resorts,
Merriott Resorts, PGA West, Metro Golf and Bvenion
Tree in Japan.
Synthetic Turf Manufacturing, Sales and Installation
Through 1996, in slightly more than two years of
existence, American Turf has installed more ranges and
square footage in synthetic systems than most other
competitors. It lists major corporations such as Golden
Bear, Family Golf Centers, American Golf Corp. and
other leading ranges among its customers. More than
56,000,000 square feet of synthetic turf systems has
been installed at more then 20 ranges in the United
States and South Korea in this short time, and this
business continues to grow each year as these systems
are seen by more and more range operators as a means
of eliminating operating costs and increasing customer
traffic as golfers tend to frequent the newer range
concepts.
Golf Club Assembly and Sales
At present Tour Precision is not manufacturing pending
the design of new generation hi-tech club heads and
shafts.
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 growth in Golf-related spending around the world
is rising at a phenomenal rate. In 1994, U.S. golfers
spent $5 billion on equipment and apparel alone. There
are now 25 to 30 million golfers in the United States
and with the baby boomers moving into the golf-playing
age and with the youth and minorities these
numbers should escalate. The Asian markets are even
more impressive. Fortune magazine estimates that over
38% of the Japanese households owns a set of golf
clubs and spends an average of $1,500 a year on golf.
Management believes that the opportunities for
company growth will continue into the 2000
<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 a substantial
number of visitors to southern Nevada which has shown
less significant competition.
The golf driving range equipment segment faces several
major competitors which are currently much larger and
better capitalized than the Company. However, the
Range Master name has been around for over 20 years
in the driving range equipment market and is well
known for its superior products.
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 hopes to re-
enter the market place with their new design.
The Company is aware of 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's facilities are subject to numerous
federal, state, and local laws and regulations designed
to protect the environment from the generation and
disposal of wastes, emissions and hazardous substances.
The Company is also subject to the Federal
Occupational Safety and Health Act and other laws and
regulations affecting the safety and health of employees
in the production areas of its facilities. The company
believes it is in compliance in all material respects with
all applicable environmental and occupational safety
regulations.
<PAGE>
Patents, copyrights, Trademarks and Trade Secrets.
The Company has obtained the following Patents,
Trademarks and 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
Golf Auto Tee USA TM 12/08/93
Auto Tee Jr. USA P S#60/013,154 03/11/96
Airball USA P Pat Pending 12/02/96
Growth Strategy
WorldWide Golf Resources will continue its rapid
growth and expansion of its manufacturing and
distribution capabilities primarily through vertical
integration techniques, such as future acquisitions,
steady expansion of products and services, and
aggressive marketing. The Company's goal is to
become the largest sole source supplier of goods and
services in the golf driving range and related sports
industries throughout North America and the Asian
markets.
WorldWide Golf Resources is a major exhibitor at the
PGA and other sports related exhibitions. WorldWide
Golf also advertises in trade magazines, and mailings
consolidating its various divisions in order to minimize
the expense and maximize its exposure.
Employees
As of December 31, 1996, the Company employed
approximately 3 management employees in the State of
Nevada, 9 employees in the State of Georgia and 11
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.
<PAGE>
Recent Developments.
On January 22, 1997, the Company purchased 100% of
the issued and outstanding shares of 2671914
Monitoba, Ltd. for 6,160,000 treasury shares. 2671914
Monitoba, Ltd., a Canadian Corporation, owns as its
sole asset the real property generally described as the
Pelican Beach Golf and Country Club, located at Gimli,
Monitoba, Canada. The Pelican Beach Golf and
Country Club 18 hole golf course, with the exception of
the club house, was completed in 1996 and has been a
financial success from the start. The clubhouse which
is scheduled for completion in July, 1997, will be a
family orientated amusement center with games,
entertainment, restraunts and a cocktail lounge, with
video lottery machines and off-track horse race betting.
The clubhouse was designed by SAM Architecture of
Winnipeg, will have a value of $22 million. Pelican
Beach will be open year round with winter activities
including cross country skiing and snow moiling.
Pelican Beach is a public facility.
A Regulation S Private Placement Memorandum was
initiated on January 25, 1997, which raised $1.5 Million
to be used for working and expansion capital for
American Turf Manufacturing and Range Master
divisions, and for expansion of the Pelican Beach Golf
and Country Club which includes the club house. The
Regulation S Placement Memorandum offered
1,500,000 Units at $1.00 per Unit. Each Unit is
comprised of one common share of stock and on
common stock warrant. The warrant has an exercisable
price of $2.00 per share at any time prior to April 1,
1998. The warrants are subject to redemption by the
company at $.50 per Warrant, at any time during the
first six months after the date of this memorandum and
prior to their expiration, on 30 days's prior written
notice to the holders of the Warrants.
ITEM 2. PROPERTIES
The following table sets forth information regarding the
Company's leased properties:
Annual
Building Rental
Location Use Square Feet Payments
Las Vegas, NV Corporate Office, golf 250 $3,000.00
Publications
Temecula, CA Range equipment 12,000 $68,099.00
And golf club
Manufacturing
Rome, GA Synthetic Turf 15,200 $18,000.00
Manufacturing
ITEM 3. LEGAL PROCEEDINGS
The Company is not Presently a party to any
material litigation, nor to the knowledge of
management is any litigation threatened against the
Company which may materially affect the Company.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security
holders, through the solicitation of proxies or
otherwise, during the fourth quarter of the Company's
fiscal year ended December 31, 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY AND
RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is traded in the
over-the-counter securities market through the National
Association of Securities Dealers Automated Quotation
Bulletin Board System, under the NASDAQ symbol
GOFR. The following table sets forth the quarterly
high and low bid prices for the Company's Common
Stock during the last two fiscal years of the Company,
as reported by the National Quotations Bureau. The
quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not
necessarily represent actual transactions.
1996 1995
High Low High Low
1st Quarter $3.625 $2.00 $6.25 $5.75
2nd Quarter $2.625 $1.875 $7.25 $6.38
3rd Quarter $2.1875 $1.75 $7.50 $6.75
4th Quarter $2.3125 $1.00 $7.25 $3.06
Note: The Company started trading on July 27, 1994
As of December 31, 1996, the Company had
approximately 152 shareholders of the 3,946,748 shares
outstanding.
The Company has never declared or paid dividends on
its Common Stock. The Company intends to follow a
policy of retaining earnings, if any, to finance the
growth of the business and does not anticipate paying
any cash dividends in the foreseeable future. The
declaration and payment of future dividends on the
Common Stock will be the sole discretion of the Board
of Directors and will depend on the Company's
profitability and financial condition, capital
requirements, statutory and contractual restrictions,
future prospects and other factors deemed relevant.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The selected financial information presented below
under the captions "Statement of Operations Data" and
"Balance Sheet Data" for the years ended December 31,
1995 and December 31, 1994 has been derived from the
financial statements of the Company, such financial
statements have been audited by Janet Loss,
independent certified public accountant. The selected
financial information should be read in conjunction
with the Consolidated Financial Statements and related
notes thereto and "Management's Discussion and
Analysis of Financial Condition and Results of
Operations.
Fiscal Years Ended December 31,
1996 1995 1994
Statement of Operations Data:
Revenue:
Sales, net of returns and discounts $ 2,215,665 $ 2,272,795 $1,127,477
Costs of goods sold 1,461,764 1,883,181 888,416
----------- ----------- ----------
Total: 753,901 389,614 239,061
========== ========== =========
Operating Expenses:
Selling, general and administrative 1,581,315 1,721,321 867,455
--------- ------------ ---------
Total: 1,581,315 1,721,321 867,455
========== =========== =========
Operating income (loss) (827,414) (1,331,707) (628,394)
Other Income (expense)
Interest Expense. (18,077) (39,827) (167,559)
Interest Income 685 4,929 5,227
Other Income - 2,250 -
Loss on Sale of Treasury Stock (433,102) (11,822) -
Loss before income taxes (1,277,908) (1,376,177) (790,726)
Income Taxes - - -
Net Income (Loss): (1,277,908) (1,376,177) (790,726)
---------- ----------- ---------
Net loss per share of common stock (.29) (0.62) (.93)
========== =========== =========
As of December 31,
Balance Sheet Data: 1996 1995 1994
Cash and cash equivalents $ 14,803 $ 65,345 $ 11,190
Net working capital 137,852 461,824 468,625
Total Assets 2,317,320 2,518,635 999,258
Total Stockholder's Equity 940,603 1,655,159 749,434
Note: As of May 1, 1997, the Company
successful completed an offering which
generated $1.5 million dollars. The
proceeds will be utilized for ongoing
working capital needs of the Company.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS
Financial Condition
Liquidity and Capital Resources
Under the previous management, for the past year the
company had suffered from a lack of working capital
which slowed growth and profitability. The present
management has completed a $1.5 Million Regulation S
Private Placement Memorandum with funds to be
distributed to the company's various subsidiaries. With
this Regulation S Memorandum being completed in
May of 1997, the company has finalized plans for the
completion of the Pelican Beach Country Club which
will host restraunts, lounges, a video arcade, off track
betting and video lottery in this 12,000 square foot
facility. This year-round facility will seek revenues
from the local hunting, fishing and skiing tourist. The
Company has also leased new facilities in Temecula,
California, for its Range Master Division. This new
facility has over 6 acres to build a driving range which
will serve as a revenue stream as well as a showcase for
the products of WorldWide Golf Resources.
Loss Carry Forward
The Company has a loss carry forward for years 1994,
1995, and 1996 of (790,726), (1,376,177) and
(1,277,908). This loss carry forward will provide the
Company with an offset against future revenues.
Results of Operations
Fiscal 1996 Compared with Fiscal 1995
The following is a review of the Company's publishing
unit (in existence since 1994), as well as Tour Precision
and American Turf Manufacturing which were added
after the third quarter of fiscal 1994, and Advanced
Golf Systems Inc. d/b/a Range Master of Temecula,
California acquired in 1995.
Golf Publications.
The publishing unit's primary product is the Las Vegas
Golf Magazine. Advertising Sales for fiscal year 1996
decreased $27,605 (7%) to $320,685 from $348,290 in
fiscal year 1995. Las Vegas Golf Magazine contributed
14% of the Companies total revenues in 1996.
The net loss for fiscal 1996 increased $27,645 to
$208,811 from $181,166 in 1995. The increase in the
net loss is due primarily to the increase in
administrative expenses. The Company has
discontinued operations at this time to revamp the
magazines format to cover a wider audience
nationwide.
Golf Club Assembly and Sales
Tour Precision had been relocated to the Range Master
facility in Temecula, California in 1996. Sales for
fiscal 1996 declined from fiscal 1995, falling to
$16,638 from $112,360 in 1995. Tour Precision
contributed 1% of the Company's total revenues.
<PAGE>
The net loss for fiscal 1996 decreased $106,482 to
$242,173 from $348,655 in fiscal 1995. The decrease
is due primarily to a reduction of sales and an increase
in management expenses. The Company has stopped
manufacturing the golf clubs at this time but plans to
introduce an new club design as soon as financing is
obtained.
Synthetic Turf Manufacturing, Sales and Installation.
American Turf Manufacturing's Revenues for fiscal
1996 increased $279,113 (25%) to $1,357,403 from
$1,078,290 in fiscal 1995. American Turf provided
61% of the Company's fiscal 1996 revenues.
Management expects this unit to keep increasing its
impact on the Companies revenues in 1997.
The net loss for fiscal 1996 decreased $392,164 to
$56,503 from $448,667 in fiscal 1995. The decrease is
due primarily to lower management and operational
expenses. Management expects this unit to become
more profitable as the manufacturing and installation of
synthetic turf become more streamlined and the
Company receives larger contracts.
Golf Driving Rang Equipment Manufacturing.
Range Master Revenue for fiscal 1996 decreased
$217,462 to $520,939 from $738,401 in 1995. Range
Master provided 24% of the Company's fiscal 1995
revenues. Management expects this unit's revenue to
increase as management of the company continues to
aggressively market the range equipment and working
capital is more available.
The net loss for fiscal 1996 was $337,317 increasing
from $397,688 in 1995. The increase in loss is due to
increased cost of goods.
Fiscal 1995 Compared with Fiscal 1994
The Company's fundamental business and composition
has changed so dramatically from fiscal year 1994 to
fiscal year 1995 that a review on a strictly consolidated
basis is not as useful as a review of the progress of the
Company's business lines that remained and which
were subsequently added in fiscal 1994 and fiscal 1995.
Therefore the following is a review of the Company's
publishing unit (in existence in 1994), as well as Tour
Precision and American Turf Manufacturing which
were added after the third quarter of fiscal 1994. Also,
as noted above, the Company was successful in
acquiring Advanced Golf Systems inc. d/b/a Range
Master of Temecula, California. This acquisition was
completed on October 28, 1995.
Golf Publications.
The publishing unit's primary product in fiscal year
1995 and 1994 was the Las Vegas Golf Magazine
which had its inaugural issue in May, 1994.
Advertising Sales for fiscal year 1995 increased
$159,220 (84%) to $348,290 from $189,070 in fiscal
year 1994. Management is working to increase the
publishing unit's impact on Revenues by initiating a
program to aggressively sell the magazine, which prior
to March of 1995 had been offered free to the retail
customer. Efforts also will continue to increase the
magazines subscription base through special programs
for subscribers to the magazine. Combined with the
holding company, this area generated 15.3% of the
Company's fiscal year 1995 revenues.
The net loss for fiscal 1995 decreased $193,760 to
$181,166 from $374,926 in 1994. The decrease in the
net loss is due primarily to the increase in revenue and a
reduction of general and administrative expenses.
<PAGE>
Golf Club Assembly and Sales
Tour Precision was a turn-around opportunity acquired
in late 1994 with which Management is working toward
a near term return to profitability. Tour Precision has
been relocated to the Range Master facility in
Temecula, California. This will enable the company to
cross utilize its personnel and equipment resources.
Sales for fiscal 1995 declined from fiscal 1994, falling
$124,887 (53%) to $112,360 from attempting to
reposition Tour Precision in the golf club market. In
1995 Tour Precision contributed 5% of the Company's
total revenues.
The net loss for fiscal 1995 increased $35,768 to
$348,655 from $312,887 in fiscal 1994. The increase is
due primarily to a reduction of sales and an increase in
expenses as management repositions the company into
the golf club market.
Synthetic Turf Manufacturing, Sales and Installation.
American Turf Manufacturing's Revenues for fiscal
1995 increased $464,213 (75.6%) to $1,078,290 from
$614,077 in fiscal 1994. American Turf provided
47.3% of the Company's fiscal 1995 revenues.
Management expects this unit to increase its revenue
impact through the addition of new product line during
fiscal year 1996.
The net loss for fiscal 1995 increased $345,758 to
$448,667 from $102,909 in fiscal 1994. The increase is
due primarily to low profit margins on sales as the
company establishes itself in the driving range market.
Management expects this unit to become more
profitable as the manufacturing and installation of
synthetic turf become more streamlined.
Golf Driving Range Equipment Manufacturing.
Range Master Revenue for fiscal 1995 was $738,401.
Range Master provided 32.4% of the Company's fiscal
1995 revenues. Management expects this unit's
revenue to continue to increase as management of the
company continues to aggressively market the range
equipment. The net loss for fiscal 1995 was $397,688.
Management expects this unit to become profitable in
1996 as sales of range equipment increases.
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
See Index to Financial Statements and Financial
Statement Schedules appearing on page F-1 through F-20 of this Form 10-K
<PAGE>
ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH
ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL
DISCLOSURE
On February 25, 1997, Janet Loss, C.P.A., P.C. was
terminated as the independent auditor of the company.
On February 25, 1997, the Company reached an
agreement with William L. Clancy, CPA, whereby
William L. Clancy was engaged to act as the
Company's auditor, commencing with the Company's
audit for the fiscal year ending December 31, 1996.
The principal accountant's report on the Company's
financial statements for either the past two (2) years has
not contained either an adverse opinion or a disclaimer
of opinion, nor was qualified or modified as to an
uncertainty, audit scope or accounting principles. The
change in accountants was approved by the Board of
Directors of the Company. During the registrant's two
most recent fiscal years and subsequent interim period
up to the date of the change of accountants, there were
no disagreements with the former accountants on any
matters of accounting principles or practices, financial
statement disclosure, or auditions, scope or procedures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT
Change in Management. In December 1996, there
was a change in the Board of Directors of the Company.
Kenneth Maul, Janet Maul and G. Vance Cartee,
resigned as directors, and Gerald H. Levine, Marie A.
Levine and Seyed Torabian were elected by the
remaining board. In January of 1997, Srini Chary, M.D.
and Mahmood Shahsavar were elected to the Board of
Directors.
NAME AND ADDRESS AGE POSITION HELD-RELATIONSHIP
Mac Shahsavar 40 Chairman of the Board
23 Cactus Garden Drive, Suite F23 & Director
Henderson, Nevada 89014
Shrini Chary 52 Director
23 Cactus Garden Drive, Suite F23
Henderson, Nevada 89014
Gerald Levine 64 Principal Executive
23 Cactus Garden Drive, Suite F23 Officer, President
Henderson, Nevada 89014 & Director
Marie Levine 50 Principal Financial
23 Cactus Garden Drive, Suite F23 Officer, Principal
Henderson, Nevada 89014 Accounting Officer,
Treasurer/Secretary
& Director
Andrew J. Rafkin III 51 Director
42380 Rio Nedo
Temecula, California 92590
Seyed Torabian 40 Director
23 Cactus Garden Drive, Suite F23
Suite E
Henderson, Nevada 89014
<PAGE>
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 listed 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 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 approximately
3,000 workers. From 1979 to 1988, Mr. Levine
operated Centrun 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 Executive 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, 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.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
Fiscal Long-term
Year Annual Compensation Compensation
Name and Ending Other All Other
Principal Position Dec. 31 Salary Bonus Annual Options Compensation
Kenneth L. Maul 1996 6,000 ------- ------ -------- ---------
Chairman and 1995 60,000 ------- ------ -------- ---------
CEO 1994 60,000 ------- ------ -------- ---------
1993 60,000 ------- ------ -------- ---------
Janet E. Maul 1996 1,200 -------- ------ ------- ---------
Secretary and . 1995 20,400 -------- ------ ------- ---------
Treasurer 1994 20,400 -------- ------ ------- ---------
1993 20.400 -------- ------ ------- ---------
Option/SAR Grants in the Fiscal 1995
At the fiscal year ending December 31, 1995, one Stock
Option Agreement granting the right to purchase 65,000
shares of the Company's common stock at the price of
$4.50 for the time period ending November 1, 1996 was
outstanding.
Aggregated Option/SAR Exercises in Fiscal 1994
and Fiscal Year End Option/SAR Values
None.
Director's Compensation
At the date of this filing, there were no formal
Director's Compensation programs. The Board of
Directors does, however, reserve the right to implement
such a plan as appropriate for retaining its current
members and in attracting outside directors. Directors
are reimbursed for their reasonable out-of-pocket
expenses incurred on Company business. From time to
time directors may be provided with stock options.
Other Significant Benefit Arrangements
Employees Stock Option Plan. At the date of this
filing there are no formal Employee Stock Option
Plans. However, Management will ask the Board of
Directors to review the possible implementation of such
a program as Management believes employees'
ownership interest in the company is positive both in
terms of employee morale and in personnel retention.
Profit Sharing 401(k) Plan. No segment of the
Company currently provides a 401(k) plan for any of its
employees. It is, however, expected to be a matter for
the Company's Board of Directors to review as
Management believes such programs are beneficial both
to the Company's employees themselves and as a
means of attracting and retaining quality personnel.
<PAGE>
Compensation Committee Interlocks and Insider
Participation
The Board of Directors does not have a Compensation
Committee. During fiscal 1995 and up to this filing, the
Board of Directors, through the Prior Chairman of the
Board, Mr. Kenneth L. Maul, reviewed and approved
the compensation of the Company's executive officers.
Mr. Maul served as Chief Executive Officer of the
Company since its inception through December 1996.
Board of Director's Report on Executive
Compensation
General. As noted above, the Board of Directors of the
Company does not have a Compensation Committee
and, accordingly, during the fiscal year ended
December 31, 1995, the Board of Directors, through the
Chairman of the Board, reviewed and approved the
compensation of the Company's executive officers.
Overall Policy; Significant Factors. During fiscal 1995,
the compensation decisions made by the Board of
Directors in respect of the Company's executive orders
were influenced by three major factors. First, the
start-up nature of the company brings with it all of the
normal capital requirements to sustain growth, therefore
certain stock compensation was granted in lieu of
salaries, commissions and for services rendered. This
practice may be extended into the future on a case by
case basis and accordingly filed with the Securities and
Exchange Commission. Secondly, the acquisitions
undertaken during fiscal 1994 and 1995 brought
executives with their own respective salary structures
which were reviewed and adjusted as required. Finally,
as the Company continues to mature, certain additions
to the executive staff will be required. As the company
is required to seek talent in outside market, it will be
required to provide a competitive compensation
package.
As overall policy, however, the Board continues to
believe that long-term compensation tied to the creation
of stockholder value should constitute a significant
component of the compensation to be earned by its
executive officers. In this respect, it will be the Board's
policy to attempt to restrain base cash compensation
(subject to competitive pressures), while providing the
incentive for Management to increase stockholder value
by providing such officers with significant numbers of
market-price stock that will not confer value upon the
officers unless and until the Company's share price
rises. The Bard of Directors expects that stock options
will constitute a significant component of the
compensation package provided to executive officers.
The Board believes that cash bonuses are, at times,
appropriate based upon the performance of the
Company's business compared to its internal
expectations and general business conditions.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Security Ownership of Certain Beneficial Owners and
Management as of December 31, 1996
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership Class
Global Environmental, Inc. 491,000 12%
C/O Alvin B. Green
16601 Ventura Blvd, 4th Floor
Encino, CA
Andy Rafkin 150,000 3%
Officer & Directors
(as a group 6 persons) 150,000 3%
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
The Company has received loans from related parties,
Kenneth & Janet Maul, Former Directors, Andrew
Rafkin III, Director, & Global Medical Distributors,
Inc. in the sum of $63,594, $40,899, & $326,000
respectively.
On January 22, 1997, the Company purchased 100% of
the issued and outstanding shares of 2671914 Manitoba,
Ltd. for 6,160,000 treasury shares. 2671914 Manitoba,
Ltd., a Canadian Corporation, owns as its sole asset the
real property generally described as the Pelican Beach
Golf and Country Club, located at Gimli, Manitoba,
Canada. Pelican Beach Golf and Country Club is an 18
hole golf course which was completed in 1996. Pelican
Beach is currently completing the 12,000 square foot
clubhouse which will serv as a year round family
amusement center and restaurant. The grand opening is
scheduled for July 1, 1997.
Mac Shahsavar, a director of the Company, is the
controlling shareholder of 3422488 Manitoba Ltd., the
corporation selling 100% of its interest in 2671914
Manitoba Ltd., which corporation owns the Pelican
Beach Golf and Country Club, to the Company.
A Regulation S Placement of $1.5 million USD was
completed in May of 1997, for the purposed of working
capital and the completion of the Pelican Beach Golf
and Country Club.
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) Documents filed as part of this Report
1. Financial Statements:
A. INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS
1. Independent Auditors
Report..........................................F-1
2. Independent Auditors
Report..........................................F-2
3. Financial Statements:
Consolidated Balance Sheet at December
31, 1996 and 1995.................................F-3 & F-4
Consolidated Statements of Operations for
the Years ended
December 31,1996, 1995 and 1994...................F-5
Consolidated Statement of Stockholders
Equity for the Years ended
December 31,1996, 1995 and 1994...................F-6 through F-10
Consolidated Statement of Cash Flows for
the Years ended
December 31,1996, 1995 and 1994...................F-11 to F-12
Notes to Consolidated Financial Statements........F-13 to F-20
All schedules are omitted because they are not
applicable or the required information is shown in the
consolidated financial statements or notes thereto.
2. During the fiscal year 1996, the
Company filed the following 8-Ks.
None.
3. Subsequent to the end of the fiscal year,
the Company filed the following
reports on Form 8-K
Election of a new Board of
Directors and the resignation of 4
Directors (8-K filed on January
1, 1997).
Agreement dated January 22,
1997 between WWG and
3422488 Manitoba Ltd &
2671914 Manatoba Ltd.. (8-K
filed on February 11, 1997).
Change in Accountants, Dated
February 25, 1997 (8-K filed on
April 11, 1997).
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
WORLDWIDE GOLF RESOURCES, INC. DATED: May 14, 1997
By:/s/Gerald Levine By:/s/Marie A. Levine
Gerald Levine Marie A. Levine
President & Principal Executive Officer Principal Financial Officer &
Principal Accounting Officer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.
Signature Title Date
/s/Gerald H. Levine President, Principal Executive Officer May 14, 1997
Gerald H. Levine & Director
/s/Marie A. Levine Principal Financial Officer, Principal May 14, 1997
Marie A. Levine Accounting Officer & Director
/s/Seyed Torabian Director May 14, 1997
Seyed Torabian
/s/Andrew Refkin Director May 14, 1997
Andrew Refkin.
/s/Srini Chary Director May 14, 1997
Srini Chary
Chairman of the Board & Director May 14, 1997
Mahmood Shahsavar
<PAGE>
OFFICERS AUDITORS
Gerald H. Levine -- President & Chief Executive Officer William Clancy
Marie A. Levine - Principal Financial Officer Phoenix, Arizona
Mahmood Shahsavar - Chairman of the Board
DIRECTORS
Gerald H. Levine
Las Vegas, NV
Marie A. Levine
Las Vegas, NV
Seyed Torabian
Toronto, Canada
Andrew Refkin REGISTRAR & TRANSFER AGENT
Temecula, CA American Securities Transfer & Trust, Inc.
938 Quail Street, Suite 101
Srini Chary Lakewood, CO 80215-5513
Saskatoon, Canada
NASDAQ SYMBOL
Mac Shahsavar GOFR
Winnepeg, Canada
ANNUAL MEETING
August 5th, 1997 -- 9:00 a.m.
At
Country Inn
1990 Sunset
Henderson, Nevada 89014
<PAGE>
26th Place
2601 East Thomas Road PH: 602-266-2646
Clancy and Co. PLLC Suite 110 FAX: 602-224-9496
Certified Public Accountants Phoenix, AZ 85016
E-MAIL:[email protected]
INDEPENDENT AUDITORS' REPORT
Board of Directors
Worldwide Golf Resources, Inc.
Las Vegas, NV 89118
We have audited the accompanying consolidated balance
sheet of Worldwide Golf Resources, Inc. (the Company), as
of December 31, 1996 and the related consolidated
statements of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation. We believe that our audit of the
consolidated financial statements provides a reasonable
basis for our opinion.
In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company at
December 31, 1996 and the results of its operations and its
cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/William Clancy
Clancy and Co., P.L.L.C.
Phoenix, Arizona
May 12, 1997
<PAGE>
Janet Loss, C.P.A., P.C.
9101 East Kenyou Avenue, Site 2000
Denver, Colorado 80237
(303) 220-0227
Board of Directors
Worldwide Golf Resources, Inc.
5230 South Valley View Boulevard, Suite E
Las Vegas, Nevada 89118
We have audited the accompanying Consolidated Balance
Sheet of Worldwide Golf Resources, Inc. as of December
31, 1995 and 1994, and the related Consolidated Statements
of Operations, Stockholders' Equity and Cash Flows for the
years ended December 31, 1995 and 1994.
We conducted our audit in accordance with generally
accepted accounting standards. These standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates
made by management, as well as evaluating the overall
financial statement presentation. We belie that our audit
provides a reasonable basis for our opinion
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Worldwide Golf Resources, Inc. as of December 31,
1995 and 1994, and the results of its operations and its cash
flow for the years ended December 31,1995 and 1994.
/s/ JANET LOSS, C.P.A., P.C.
Janet Loss, C.P.A., P.C.
May 6, 1996
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996 AND 1995
ASSETS
1996 1995
Current Assets
Cash and Cash Equivalents $ 14,803 $ 65,345
Accounts Receivable, Trade 384,877 406,337
Less Allowance for Doubtful Accounts (2,050) (23,247)
Net Receivables 382,827 383,090
Inventory, Lower of Cost or Market 575,062 598,280
Receivable, Directors and Employees 89,237 94,167
Receivable, Other 5,000 5,400
Prepaid Expenses 12,315 33,242
Total Current Assets 1,079,244 1,179,524
--------- ---------
Property and Equipment
Equipment 801,978 786,324
Office Equipment 96,605 85,736
Leasehold Improvements 14,379 15,814
------ ------
912,962 887,874
Less Accumulated Depreciation (261,238) (191,433)
-------- --------
Net Property and Equipment 651,724 696,441
Other Assets
Intangible Assets, Net 542,422 617,351
Deposits 43,930 25,319
Total Other Assets 586,352 642,670
------- -------
Total Assets $2,317,320 $2,518,635
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
1996 1995
Current Liabilities
Accounts Payable 548,024 371,549
Bank Overdraft 32,461
Other Current Liabilities 113,475 200,032
Notes Payable, Current Portion 247,432 125,302
------- -------
Total Current Liabilities 941,392 696,883
Long Term Liabilities
Stockholders' Loans 430,493 158,349
Notes Payable 4,832 8,244
----- -----
Total Long Term Liabilities 435,325 166,593
------- -------
Total Liabilities 1,376,717 863,476
Stockholders' Equity
Common Stock $.0001 Par Value,
Authorized 50,000,000 Shares;
Issued 3,946,748 at December
31,1996 and 2,929,428 Shares at
December 31, 1995 395 293
Less Treasury stock, 1,140 Shares
at December 31, 1996 and 8,400
Shares at December 31, 1995 at Cost (7,990) (58,896)
Additional Paid-in Capital 4,431,358 3,919,014
Accumulated Deficit (3,483,160) (2,205,252)
---------- ----------
Total Stockholders' Equity 940,603 1,655,159
------- ---------
Total Liabilities and Stockholders'
Equity $ 2,317,320 $ 2,518,635
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
Sales, Net of Returns and Discounts $ 2,215,665 $ 2,272,795
Cost of Goods Sold 1,461,764 1,883,181
---------
Gross Profit 753,901 389,614
Operating Expenses
Selling, General and Administrative 1,581,315 1,721,321
Operating (Loss) (827,414) (1,331,707)
Other Income (Expense)
Interest Expense (18,077) (39,827)
Interest Income 685 4,929
Other Income 0 2,250
Miscellaneous (11,822)
Write down of Equipment (433,102) 0
-------- -------
(450,494) (44,470)
Loss) Before Income Taxes (1,277,908) (1,376,177)
Income Taxes 0 0
---------- ----------
Net (Loss) $(1,277,908) $(1,376,177)
=========== ===========
Net (Loss) per Share of Common Stock $ (0.29) $ (0.62)
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
Common Stock Additional Accumulated Treasury Stock
Shares Amount Paid In Deficit Shares Amount Total
Capital
<S> <C> <C> <C> <C> <C> <C> <C>
Balance - December
31, 1993 13,376,000 $ 1,338 $ 44,011 $(38,349) $ $ 7,000
98,215,000 Shares
of JSL, Inc.
Exchanged for
250,000 Shares of
Infodynamx Corp. 98,215,000 9,821 166,324 176,145
200:1 Reverse
Stock Split
March 1994 (111,033,045) (11,103) 11,103 0
100,000 of
Worldwide Golf
Resources, Inc.
Exchanged for
50,415 Shares of
Infodynamx Corp. 50,415 5 5
Shares Issued for
Legal Services 5,500 20,369 20,369
Shares Issued for
Cash, Private
Placement 66,500 7 150,283 150,290
Shares Issued
for Services
and Rent 19,240 1 24,599 24,600
Shares Issued for
Legal Services 1,000 3,500 3,500
Shares Issued for
Services 30,000 3 89,998 90,001
Shares Issued for
Services 12,400 2 56,998 57,000
Shares Redeemed
from Shareholder (13,733) (1) (41,198) (41,199)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
Common Stock Additional Accumulated Treasury Stock
Shares Amount Paid In Deficit Shares Amount Total
Capital
<S> <C> <C> <C> <C> <C> <C> <C>
300 Shares of
American Turf
Manufacturing, Inc.
Exchanged 300,000
Shares of Worldwide
Golf Resources Inc. 300,000 30 118,627 118,657
10,000 Shares of Tour
Precision, Inc.
Exchanged for
120,000 Shares
of Worldwide Golf
Resources, Inc. 120,000 12 1,995 2,007
100,000 Shares Issued
to Cosmon Precision
Casting Corp.
for Debt 100,000 10 568,775 568,785
Private Placements
in 1994 72,600 7 362,993 363,000
Consolidated (Loss)
Year Ended
December 31, 1994 (790,726) (790,726)
----- ----- --------- -------- ----- ------ --------
Balance -
December 31,
1994 1,320,877 132 1,578,377 (829,075) 0 0 749,434
January 17, 1995
Shares Issued for
Consulting Fees 67,000 7 66,993 67,000
May 1, 1995
Shares Issued for
Cash - Private
Placement 100,000 10 199,990 200,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
Common Stock Additional Accumulated Treasury Stock
Shares Amount Paid In Deficit Shares Amount Total
Capital
<S> <C> <C> <C> <C> <C> <C> <C>
June 15, 1995
Shares Issued for
Purchase of
Chemline Patents
and Equipment 105,000 11 524,989 525,000
June 20, 1995
Shares Issued for
Consulting and
Professional Fees 227,400 23 227,377 227,400
July 24, 1995
Shares Issued for
Cash - Private
Placement 225,000 23 199,977 200,000
September 19,
1995 Shares Issued
for Cash - Private
Placement 200,000 20 199,980 200,000
October 25, 1995
Shares Issued for
Cash - Private
Placement 200,000 20 199,980 200,000
October 28, 1995
2,000 Shares of
Advanced Golf
Industries, Inc.
dba Range Master
Exchanged for
Shares of
Worldwide Golf
Resources, Inc. 50,000 5 388,542 388,547
October 28, 1995
Shares Issued for
Non-Compete
Agreement with
American Turf
Manufacturing, Inc. 150,000 15 37,485 37,500
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
Common Stock Additional Accumulated Treasury Stock
Shares Amount Paid In Deficit Shares Amount Total
Capital
<S> <C> <C> <C> <C> <C> <C> <C>
November 13,
1995 Shares Issued
for Consulting and
Professional Fees 43,851 3 43,848 43,851
December 19,
1995 Shares Issued
for Cash - Private
Placement 100,000 10 49,990 50,000
December 31,
1995 Shares Issued
for Cash - Private
Placement 40,300 4 201,496 201,500
8,400 Shares
Purchased
at Cost (8,400) (58,896) (58,896)
Consolidated
(Loss)
Year Ended
December 31,
1995 (1,376,177) (1,376,177)
----- ----- --------- --------- ------ ------- ----------
Balance -
December 31,
1995 2,829,428 283 3,919,024 (2,205,252) (8,400) (58,896) 1,655,159
January 31, 1996
Shares Issued for
Cash 100,000 10 49,990 50,000
February 4, 1996
Shares Issued for
Cash 141,900 14 91,974 91,988
April 4, 1996
Shares Issued for
Cash 650,000 65 236,299 236,364
September 24,
1996 Shares
Issued for Cash 150,000 15 149,985 150,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
Common Stock Additional Accumulated Treasury Stock
Shares Amount Paid In Deficit Shares Amount Total
Capital
<S> <C> <C> <C> <C> <C> <C> <C>
During 1996
Shares Issued
for Cash 75,420 8 9,205 9,213
During 1996
Treasury Shares
Sold 25,788 25,788
Cost of Treasury
Shares Sold
During 1996 (50,907) 7,260 50,907 0
Consolidated
(Loss)
Year Ended
December 31,
1996 (1,277,908) (1,277,908)
----- ----- ---------- ---------- ------ ------- ----------
Balance -
December 31,
1996 3,946,748 $395 $4,431,358 $(3,483,160) (1,140) $(7,990) $940,603
========= ==== ========== =========== ====== ======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
Cash Flows from Operating Activities
Net Loss (1,277,908) (1,376,177)
Adjustments to Reconcile Net Loss
to Net Cash Provided by
Operating Activities
Depreciation 71,775 75,172
Amortization 74,929 20,899
Changes in Assets and Liabilities
(Increase) Decrease in Accounts Receivable 263 (255,177)
(Increase) Decrease in Receivable, Other 400 0
(Increase) Decrease in Inventory 23,218 (186,968)
(Increase) Decrease in Receivables,
Directors and Employees 4,930 26,299
(Increase) Decrease in Prepaid Expenses 20,927 (32,074)
(Increase) Decrease in Deposits (18,611) (17,217)
(Increase) in Intangible Assets 0 (615,336)
Increase (Decrease) in Accounts Payable 176,475 186,005
Increase (Decrease) in Bank Overdraft 32,461
Increase (Decrease) in Other Current
Liabilities (86,557) 176,752
Increase (Decrease) in Contingent Liability (3,500)
------- ------
Total Adjustments 300,210 (625,145)
------- --------
Net Cash Used by Operating Activities (977,698) (2,001,322)
Cash Flows from Investing Activities
Property and Equipment Purchases (27,058) (583,663)
------- --------
Net Cash Used in Investing Activities (27,058) (583,663)
Cash Flows from Financing Activities
Issuance of common stock 563,352 2,281,902
Merger Adjustment 39,567
Loan Proceeds 147,936 212,639
Stockholder Loans 272,144 105,032
Payments on Loan Proceeds (29,218)
------- -------
Net Cash Provided by Financing Activities 954,214 2,639,140
Increase (Decrease) in Cash and Cash Equivalents (50,542) 54,155
Balance, Beginning of Year 65,345 11,190
------ ------
Balance, End of Year 14,803 65,345
The accompanying notes are an integral part of these financial statements.
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
Supplemental Information
Cash Paid for:
Interest $ 16,423 $ 38,200
======== ==========
Income Taxes $ 0 $ 0
======== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995.
Note 1 - ORGANIZATION
JSL, Inc., a Delaware Corporation, was incorporated
September 18, 1986. JSL, Inc. was a development
stage company until December 31, 1993. On March
21, 1994, JSL, Inc. merged with Infodynamx
Corporation under an agreement and plan of
reorganization.
Infodynamx Corporation was incorporated under the
laws of the State of Nevada and had an advertising
business of selling "Gold Coupons". On March 31,
1994, the Corporation, JSL, Inc., changed its name
to Infodynamx Corporation. On April 15, 1994,
Infodynamx Corporation transferred its charter from
Delaware to Nevada and is presently a Nevada
Corporation.
On April 28, 1994, Infodynamx Corporation merged
with Worldwide Golf Resources, Inc. and changed
its name from Infodynamx Corporation to
Worldwide Golf Resources, Inc. on September
30, 1994.
On March 21, 1994, JSL, Inc. exchanged
98,215,000 shares of common stock for 250,000
shares of Infodynamx Corp. or $176,145.
During March, 1994, the Company authorized a
200:1 reverse split, reducing the total outstanding
the shares to 557,955.
On April 28, 1994, Infodynamx Corporation
acquired 100% of the shares of common stock
outstanding, 100,000 shares, no par value of
Worldwide Golf Resources, Inc. in exchange for
50,415 shares of Infodynamx Corporation's common
stock, par value of $.0001 per share or $5.
During 1994, 5,500 shares of common stock were
issued for legal services at $3.70 per share or
$20,369.
During 1994, 66,500 shares of common stock were
for cash in a private placement at $2.26 per share or
$150,290.
During 1994, 18,240 shares were issued for services
and rent at $1.348 per share or $24,600.
During 1994, 1,000 shares were issued for legal
services at $3.50 per share or $3,500.
During 1994, 30,000 shares were issued for services
at $3.00 per share or $90,001.
During 1994, 12,400 shares were issued for services
at $4.60 per share or $57,000.
The accompanying notes are an integral part of these financial statements
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995.
Note 1 - ORGANIZATION - (CONTINUED)
During 1994, the Company redeemed 13,733 shares
of its common stock from a shareholder at $3.00 or
$41,199.
On December 16, 1994, Worldwide Golf Resources,
Inc. acquired Tour Precision, Inc., a California
Corporation. 120,000 shares of common stock of
Worldwide Golf Resources, Inc. were exchanged
for 10,000 common shares no par value of Tour
Precision , Inc or $2,007. Tour Precision, Inc. is in
the business of marketing custom fit top-line golf
clubs designed for golf training centers.
On December 31, 1994, Worldwide Golf Resources,
Inc. acquired American Turf Manufacturing, Inc. a
Georgia corporation. 300,000 shares of the common
stock of Worldwide Golf Resources, Inc. were
exchanged for 300 common shares of American
Turf Manufacturing, Inc. or $118,657. American
Turf Manufacturing, Inc. is in the business of
supplying synthetic turf to driving ranges and golf
courses.
During 1994, the Company issued 100,000 shares of
common stock for debt at $5.68 or $568,785.
During 1994, the Company issued 72,600 shares of
common stock for cash in a private placement at
$5.00 or $363,000.
On January 17, 1995, the Company issued 67,000
shares for consulting services at $1.00 per share or
$67,000.
On May 1, 1995, the Company issued 100,000
shares for cash in a private placement at $2.00 or
$200,000.
On June 15, 1995, the Company issued 105,000
shares for the purchase of chemline patents and
equipment at $5.00 or $525,000.
On June 20, 1995, the Company issued 227,400 for
consulting and professional services at $1.00 or
$227,400.
On July 24, 1995, the Company issued 225,000
shares for cash in a private placement at $0.89 per
share or $200,000.
On September 18, 1995, the Company issued
200,000 shares for cash in a private placement at
$1.00 or $200,000.
The accompanying notes are an integral part of these financial statements
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995.
Note 1 - ORGANIZATION - (CONTINUED)
On October 28, 1995, Worldwide Golf Resources,
Inc. merged with Advanced Golf Industries, Inc.,
dba Range Master. 2,000 shares of Advanced Golf
Industries, Inc. was exchanged for 50,000 shares of
the Company's common stock or $388,547. Range
Master is in the business of providing golf products
and equipment to golf driving ranges.
On October 28, 1995, the Company issued 150,000
shares of common stock for a non-compete
agreement with American Turf Manufacturing, Inc.
at $0.25 or $37,500.
On November 13, 1995, the Company issued
43,851 shares for consulting and professional
services at $1.00 or $43,851.
On December 19, 1995, the Company issued
100,000 shares of common stock for cash in a
private placement at $5.00 or $201,500.
On December 31, 1995, the Company issued 40,300
shares of common stock for cash at $5.00 per share
or $201,500.
During 1995, the Company purchased 8,400 shares
of its common stock for cash at average price of
$7.02 or $58,896. The shares are being held as
treasury shares.
On January 31, 1996, the Company issued 100,000
shares of common stock for cash at $0.50 or
$50,000.
On February 5, 1996, the Company issued 141,900
shares of common stock for cash at $0.65 or
$91,988.
On April 4, 1996, the Company issued 650,000
shares of common stock for cash at $0.36 or
$236,364.
On September 24, 1996, the Company issued
150,000 shares of common stock for cash at $1.00
or $150,000.
During 1996, the Company issued 75,420 shares of
common stock for cash at $0.26 or $19,787.
During 1996, the Company sold 7,260 shares of its
treasury stock at average prices of $3.55 or $25,788.
The shares were originally purchased by the
Company at $7.01 or $50,907. At December 31,
1996, the Company had 1,140 shares of treasury
stock on hand with a cost of $7,989.
The accompanying notes are an integral part of these financial statements
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995.
Note 2 - SIGNIFICANT ACCOUNTING POLICIES
Business and Principles of Consolidation
The consolidated financial statements include the
accounts of Worldwide Golf Resources, Inc. and its
wholly owned subsidiaries Advanced Golf
Industries, Inc., Tour Precision, Inc. and American
Turf Manufacturing, Inc. All material intercompany
transactions have been eliminated.
The Company is engaged in providing synthetic turf
and range equipment to golf driving ranges and
providing new products for multi-use golf training
and entertainment facilities.
Method of Accounting
The Company maintains its accounting records
using the accrual method of accounting for
financial statements.
Cash and Cash Equivalents
The Company considers all highly liquid debt
instruments with a maturity of three months or less
to be cash and cash equivalents.
Inventories
Inventories are stated at the lower of cost
(determined on a first-in, first-out basis or market.
Intangibles
The following is a schedule of the number of years
each intangible is being written off.
Intangible Item Number of Years
Organization Costs Five years
Customer Lists Thirty years
Patents Seven years
Memberships Three years
Covenant
Not to Compete Fifteen years
Goodwill Forty Years
The accompanying notes are an integral part of these financial statements
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Property, Plant and Equipment
Expenditures that increase asset lives are capitalized
at cost. Normal maintenance and repairs are
expensed as incurred. The cost and accumulated
depreciation of assets retired or disposed of are
removed from the accounts and any resulting gain or
loss is included in the consolidated statements of
operations. Depreciation is reported on the straight
line basis over the estimated useful lives of the
assets which range from 3 to 7 years.
Earnings (Loss) Per Share
Earnings (loss) per share is computed based on the
weighted average number of common shares and
common share equivalents outstanding. Stock
options are included as common share equivalents
outstanding using the treasury method. The
common share equivalents used in computing the
loss per share was 4,413,848 and 2,202,376,
respectively, for the years 1996 and 1995.
Presentation
Certain accounts from prior years have been
reclassified to conform with the current year's
presentation.
NOTE 3 - NOTES PAYABLE
The following is a schedule of notes payable as of December 31, 1996 and 1995:
1996 1995
GMAC
Installment note payable
monthly in the amount of
$284 including interest.
Security Agreement on
Equipment $ 8,243 $ 11,654
AFCO
Installment agreement on
insurance, payable monthly
in the amount of $393. 1,542 393
North County Bank
Note in the original amount of
$100,000 dated June 28, 1995
with a variable interest rate
The accompanying notes are an integral part of these financial statements
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995.
of 2% over North County Bank
Base Rate. Note guaranteed by
Andrew J. Rafkin III with
pledge of real estate. 92,479 121,697
JOCONN, INC.
Note dated August 5, 1996
in the original amount of
$150,000 with interest
payable at the rate of 18%
per month. The note is due
January 5, 1997. The note
is unsecured, but includes
an option to purchase
300,000 shares of the
Company's common stock
at $2.00 and a conversion
option of 300,000 at $.50
The options and the note
were converted to common
stock during January, 1997 150,000 0
------- --------
Total $252,264 $133,744
Less Current Portion 247,432 125,500
------- --------
$ 4,842 $ 8,444
========= ==========
NOTE 4 - INCOME TAXES
The provision or benefit for income taxes is based
on pretax loss reported in the consolidated financial
statements. The tax net operating loss carry forward
at December 31, 1996 and 1995 was approximately
$4,428,000 and $2,579,000, respectively, expiring
through 2011. The valuation allowance is equal to
the deferred tax asset.
NOTE 5 - LEASES
The Company has several leases for buildings and
equipment as follows:
The accompanying notes are an integral part of these financial statements
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995.
NOTE 5 - LEASES (CONTINUED)
Monthly Rent Term
1) Building Lease $1,377.20 August 1, 1993 to July 31, 1996
2) Building Lease 3,277.77 January 1, 1995 to December 31, 2000
3) Building Lease 1,500.00 January 1, 1995 to December 31, 1997
4) Equipment Lease 284.05 April 1, 1996 to March 31, 1999
5) Truck Lease 338.00 June 1, 1994 to February 1, 1999
During the year ended December 31, 1996 and
1995, rent expense was as follows:
1996 1995
Rent, Buildings $130,788 $138,475
Rent, Equipment 4,621 1,740
NOTE 6 - RELATED PARTIES
The following is a schedule of Notes Payable - Stockholders as December 31,
1996 and 1995:
1996 1995
Kenneth L. Maul and Janet E. Maul $ 63,594 $105,033
Michael F. Arp 0 32,500
Andrew J. Rafkin III 40,899 20,618
Global Medical Distributors, Inc. 326,000 0
-------- --------
Total $430,493 $158,151
======== ========
Loans from stockholders and related parties are
payable on demand with interest being accrued at
eight percent.
NOTE 7 - STOCK OPTIONS
The Company has issued stock options to the
following companies as of December 31, 1996 and
1995:
Number of Option
Shares Price
Stock Options outstanding
at December 31, 1995 65,000 $4.50
Options expiring during 1996 (65,000)
The accompanying notes are an integral part of these financial statements
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995.
NOTE 7 - STOCK OPTIONS (CONTINUED)
Options issued during 1996
Joconn, Inc. 300,000 $2.00
Joconn, Inc. 300,000 .50
Wall Street Financial 100,000 1.00
Wall Street Financial 50,000 .50
Creative Business Consultants, Inc. 100,000 1.00
Creative Business Consultants, Inc. 50,000 .50
Total 900,000 $.50-2.00
NOTE 8 - SEGMENT INFORMATION
Segment information for 1996
1 2 3 4 Total
Revenues $ 320,685 $1,354,403 $ 520,939 $ 16,638 $ 2,215,665
(Loss) (208,811) ( 56,503) (337,317) (675,277) (1,277,90)
Identifiable Assets 342,112 1,450,349 786,097 0 2,578,358
Depreciation 58,085 40,751 162,402 0 261,238
NOTE 9 - SUBSEQUENT EVENTS
On January 22, 1997, the Company purchased 100%
of the issued and outstanding stock of 2671914
Manitoba, Ltd. for 6,160,000 of the Company's
common stock. 2671914 Manitoba, Ltd., a Canadian
Corporation, owns as its sole asset, the real
property generally described as the Pelican Beach
Golf and Country Club, Located at Gimli,
Manitoba, Canada.
A Regulation S Placement Memorandum was
initiated on January 25, 1997, to raise $1.5 Million
to be used for working and expansion capital
American Turf Manufacturing, Inc. and Advanced
Golf Industries, Inc. dba Range Master, both wholly
owned subsidiaries of the Company, and for
expansion of the Pelican Beach and Country Club.
The Regulation S Placement Memorandum is
offering 1,500,000 units at $1.00 per unit. Each unit
is comprised of one common share of stock and one
common stock warrant. The warrant has an
exercisable price of $2.00 per share at any time prior
to April 1, 1998. The warrants are subject to
redemption by the Company at $.50 per warrant, at
any time during the first six months after the date of
this memorandum and prior to their expiration, on
30 days prior written notice to the holders of the
warrants. The subscription period of the offering
will terminate one hundred eighty (180) days from
the date hereof, or upon reaching the minimum
impound amount of $500,000, unless extended by
the Company for an additional period of up to one
hundred eighty (180) days.
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 14803
<SECURITIES> 0
<RECEIVABLES> 384877
<ALLOWANCES> 2050
<INVENTORY> 575062
<CURRENT-ASSETS> 1079244
<PP&E> 912962
<DEPRECIATION> 261238
<TOTAL-ASSETS> 2317320
<CURRENT-LIABILITIES> 941392
<BONDS> 0
<COMMON> 395
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2317320
<SALES> 2215665
<TOTAL-REVENUES> 2215665
<CGS> 1461764
<TOTAL-COSTS> 1461764
<OTHER-EXPENSES> 1581315
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18077
<INCOME-PRETAX> (1277908)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1277908)
<EPS-PRIMARY> (.29)
<EPS-DILUTED> 0
</TABLE>
