UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 15, 1997
Commission file number 33-12664-D
WORLDWIDE GOLF RESOURCES, INC.
(Exact name of registrant as specified in charter)
Nevada 88-0335511
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1850 E. Flamingo Rd., Suite 111
Las Vegas, Nevada 89119
(Address of Principal Executive Office) (Zip Code)
(702) 866-5880
(Registrant's Telephone Number, Including Area Code)
Copies To:
Donald J. Stoecklein, Esq.
Attorney at Law
1850 E. Flamingo Rd., Suite 111
Las Vegas, Nevada 89119
(702) 794-2590
<PAGE>
Worldwide Golf Resources, Inc. Page Two
Item No. 1. Changes in Control of Registrant.
On September 15, 1997, the Board of Directors made the following changes:
1. Jeffrey B. Johnson was elected President, Treasurer and Chief
Financial Officer.
2. Walter Gregory Chomichuk was elected as Vice President/International.
3. Debra K. Amigone was elected Secretary of the corporation.
At the annual shareholders' meeting held October 6, 1997, the following
were elected to serve on the Board of Directors until the next annual
meeting of shareholders:
1. Mac Shahsavar
2. Elaine Affleck
3. Seyed Torabian
4. Srini Chary
5. Jeffrey B. Johnson
Item No. 2. Acquisition or Disposition of Assets.
On October 23, 1997, WORLDWIDE GOLF RESOURCES, INC. executed a Merger
Agreement for the purchase of 100% ownership of 680104 Alberta, Ltd., d/b/a
Golfjack. (A copy is attached hereto as Exhibit A.)
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying Accountant.
No events to report.
Item No. 5. Other Events.
No events to report.
Item No. 6. Resignation of Registrant's Directors.
Andrew J. Rafkin III was nominated for re-election to the Board of
Directors but, prior to the annual shareholders' meeting, Mr. Rafkin
resigned as a director and was removed from the ballot.
<PAGE>
Worldwide Golf Resources, Inc. Page Three
Item No. 7. Financial Statements, Proforma Financial Information and
Exhibits.
Exhibit - Merger Agreement between Worldwide Golf Resources, Inc. and
680104 Alberta, Ltd. Referenced in Item No. 2 above.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Worldwide Golf Resources, Inc.
By:/s/Jeff Johnson Dated: November 5, 1997
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Jeff Johnson, President
By:/s/Debra K. Amigone Dated: November 5, 1997
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Debra K. Amigone, Secretary
<PAGE>
EXHIBIT A
MERGER AGREEMENT
BETWEEN
WORLDWIDE GOLF RESOURCES, INC.
And
680104 ALBERTA, LTD.
MERGER AGREEMENT
<PAGE>
THIS MERGER AGREEMENT dated this 18th day of September, 1997, made and
entered into by and among Worldwide Golf Resources, Inc., a corporation
organized and existing under the laws of the State of Nevada registered
with the U.S. Securities and Exchange Commission ("SEC") under 12(g) of the
Securities and Exchange Act of 1934 (the "Exchange Act"), with principal
offices at 1850 E. Flamingo Rd., Suite 111, Las Vegas, Nevada 89119,
(hereinafter referred to as "WGR"), and the exchanging shareholders of
680104 Alberta, Ltd. ("ALBERTA"), an Alberta corporation, (hereinafter
referred to as "ALBERTA Shareholders"), which shareholders are set forth
hereinbelow, (hereinafter collectively referred to as "the parties").
WITNESSETH:
WGR and ALBERTA propose to merge pursuant to this Merger Agreement
(the "Merger Agreement"), which provides for the merger of ALBERTA with
WGR, with ALBERTA remaining as a wholly owned subsidiary of WGR (the
"Merger"), pursuant to the applicable laws of the State of Nevada, at the
Closing, as defined herein, with the intent to qualify the transactions
provided for herein as a reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). This
Merger Agreement records the representations and warranties made by WGR and
ALBERTA in connection with the Merger, sets forth certain covenants and
agreements of the parties, provides conditions to the obligations of the
parties and sets forth other provisions relating to the Merger.
WHEREAS, ALBERTA Shareholders own and/or have the right to sell,
transfer and exchange all (100%) of the shares of the common stock, par
value $.001 per share, of ALBERTA; and
WHEREAS, WGR presently has approximately 12,223,748 shares
outstanding, prior to the completion of the Reorganization anticipated
herein.
WHEREAS, WGR desires to acquire all of the issued and outstanding
common stock of ALBERTA in exchange for 537,500 shares of the Common Stock,
par value $.001 per share, of WGR and ALBERTA Shareholders desire to make
such exchange;
WHEREAS, WGR and ALBERTA Shareholders agree that all of the
outstanding shares of ALBERTA shall be exchanged for 537,500 shares of the
Common Stock of WGR in a transaction intended to qualify as a
"reorganization" within the meaning of Section 368 (a) (1) (B) of the
Internal Revenue Code of 1986 as amended.
<PAGE>
WHEREAS, immediately after the completion of the Reorganization,
there will exist approximately 12,761,248 shares of Common Stock of WGR, of
which the previous ALBERTA Shareholders will possess 537,500 and the WGR
Shareholders will possess 12,223,748 shares.
NOW THEREFORE, WGR and ALBERTA each in consideration of the
agreements, covenants and conditions contained herein, hereby make the
following representations and warranties, and give the following covenants
and agree as follows:
1. Exchange of Securities. Subject to the terms and conditions hereinafter
set forth, at the time of the closing referred to in Section 6 hereof
(hereinafter referred to as the "Closing") , and in reliance on the
prospective representations and warranties of each party to the other
hereunder, WGR will issue and deliver or cause to be issued and delivered
to ALBERTA Shareholders 537,500 shares of WGR restricted Common Stock
together with other documents and matters referred to in paragraph 5. In
exchange for which ALBERTA Shareholders will deliver or cause to be
delivered to WGR certificates evidencing not less than 100% of the issued
and outstanding shares of ALBERTA, in each case duly endorsed for transfer
in blank or accompanied by a blank stock power or with such other
endorsement or instrument, together with other documents and matters
referred to in paragraph 4. The shares of Stock of ALBERTA shall be
converted at a ratio of 895.83 shares of WGR for each share of ALBERTA
stock. The number of shares issued to the ALBERTA Shareholders shall be
rounded up as required to issue a full share.
1.1 From and after the Closing, each holder of a certificate theretofore
representing issued and outstanding Shares, upon the surrender of such
certificates to WGR, be entitled to receive in exchange therefor a
certificate or certificates representing the number of shares of WGR
Common Stock into which the Shares theretofore represented by the
certificate or certificates so surrendered shall have been converted
pursuant to paragraph 1. Above. From and after the Closing, until so
surrendered, each certificate theretofore representing Shares shall be
deemed for all corporate purposes, except as set forth in the next
sentence, to evidence the number of shares of WGR Common Stock into
which such Shares shall have been converted. Unless and until any such
certificates shall be so surrendered, the holder of such certificate
shall no have any right to receive any dividends paid or other
distributions made to holders of record of WGR Common Stock after the
Closing. Upon surrender of a certificate representing Shares, the
holder of record thereof shall receive, together with certificates
representing the shares of WGR Common Stock to which such holder shall
be entitled, all dividends and other distributions which shall have
been paid or made to holders of record of WGR Common Stock after the
Closing with respect to such shares of WGR Common Stock, without
interest therein.
<PAGE>
1.2 Immediately after the Closing, the stock transfer books of ALBERTA
shall be closed except for registration of transfers incident to the
conversion of ALBERTA common stock into common stock of WGR pursuant
to paragraph 1 above, and no transfer of record of Shares shall
thereafter be made or consummated.
1.3 The WGR Common Stock to be issued in exchange for the Shares has not
been registered under the Securities Act of 1933, as amended, by
reason of an exemption therefrom, and may not be transferred or resold
except pursuant to an effective registration statement or exemption
from registration and each certificate representing the Shares will be
endorsed with the following legends and any legend required to be
placed thereon by applicable state securities laws:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE
ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED
UNDER THE ACT."
2. Representations and Warranties and Agreements of ALBERTA. ALBERTA
Shareholders, being the 100% shareholders of ALBERTA represents and
warrants to WGR, all of which representations and warranties shall be true
and shall survive closing, that:
(a) ALBERTA is a corporation duly organized and validly existing and in
good standing under the laws of Alberta Canada and has the corporate
powers to own its property and carry on its business as and where it
is now being conducted. Certified copies of the Certificates of
Incorporation, the Bylaws and minutes of all Board of Directors
meetings of ALBERTA, which have heretofore been furnished by ALBERTA
to WGR, are a true and correct copy of said Certificate of
Incorporation, Bylaws and minutes including all amendments to the date
hereof. ALBERTA, and or the Board of Directors of ALBERTA have duly
filed any and all certificates and reports required to be filed to
date by any governmental authority.
(b) ALBERTA is authorized to issue an unlimited number of Class A, B, C,
D, E, F, and G shares of common stock, no par value per share (hereinafter
referred to as "Common Stock of ALBERTA"), of which 600 shares have been
validly issued and are now outstanding. There are no other shares of common
stock, convertible or other securities, or rights, warrants or options with
respect to any shares of stock or securities of ALBERTA authorized, issued
or outstanding.
<PAGE>
(c ) Neither ALBERTA nor any of its directors, officers, agents or
employees, is in violation of any applicable law, rule, regulation or
requirement of any governmental authority in any way relating to
ALBERTA's business or operations. Consummation of the transactions
contemplated hereby, and continuation of ALBERTA's business in the
same manner as heretofore conducted by it will be in compliance with
all applicable laws, rules, regulations and requirements of all
governmental authorities without the necessity for any license or
permit or other action or permission in the nature thereof, or any
registration with, or consent of, any governmental authority.
(d) ALBERTA is not in default under or in violation of any provision of
its Articles of Incorporation or Bylaws and ALBERTA is not in material
default under or in violation of any restriction, lien, encumbrance,
indenture, contract, lease, sublease, loan agreement, note or other
obligation or liability relating to ALBERTA's business, to which it is
a party or by which it is bound, or to which its assets are subject.
Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will conflict
with or result in a breach of or constitute a default under any
provision of the Articles of incorporation of Bylaws of ALBERTA or any
restriction, lien, encumbrance, indenture, contract, lease, sublease,
loan agreement, note or other material obligation or liability to
which ALBERTA is a party or by which ALBERTA is bound, or to which any
of its assets are subject, or result in the creation of any lien or
encumbrance upon said assets.
(e) ALBERTA Shareholders have full power to exchange the shares of the
common stock of ALBERTA on behalf of themselves upon the terms
provided for in this Agreement. Said shares have been duly and
validly issued, are fully paid and nonassessable, and are free and
clear of any lien or other encumbrance.
(f) The financial statements prepared by Tait & Company Chartered
Accountants attached hereto as Exhibit 1, constitutes substantially
true and correct statements as of such date of the financial condition
of ALBERTA and of its assets, liabilities and income, prepared in
accordance with accounting principles consistently applied by the said
corporation and that from the date hereof, and until the date of
closing, no dividends or distributions of capital, surplus, or profits
shall be paid or declared by ALBERTA in redemption of its outstanding
shares or otherwise, nor shall any additional shares be issued by said
corporation.
(g) Since June 30th, 1997 ALBERTA has not engaged in any transaction other
than transactions in the normal course of the operations of its
business, except as specifically authorized by WGR in writing.
<PAGE>
(h) ALBERTA is not involved in any pending or threatened litigation which
would materially affect its financial condition as shown by said
balance sheets of ALBERTA, Exhibit 1 hereto, which has not been
provided for on said balance sheets or referred to in said balance
sheets or disclosed to WGR in writing.
(i) ALBERTA has and will have at the time of closing, good and marketable
title to all its property and assets shown on Exhibit 1 hereto free
and clear of any and all liens or encumbrances or restrictions, except
as shown on Exhibit 1 hereto and except for taxes and assessments due
and payable after the date of closing and easements or minor
restrictions with respect to its real property which do not materially
affect the present use of such real property.
(j) ALBERTA has filed with the appropriate governmental agencies all
forms, notices and tax returns required to be filed by it. All
liability for taxes shown on Federal and State tax returns filed have
been paid or the liability therefor has been provided for in the
attached financial statements, Exhibit 1 hereto, and all Federal and
State income or franchise taxes for periods subsequent to the periods
covered by said returns likewise have been paid or adequately accrued.
(k) ALBERTA has patent rights, for the "GolfJack," a device to assist
golfers in improving their golf games, as follows:
(i) ALBERTA has a US patent #5527042 and has filed a Continuation In
Part (CIP) in the US which updates the original patent to reflect
improvements not included with the original application.
(ii) ALBERTA has outstanding patent applications in Canada, Taiwan,
Thailand and Japan. These filings were made after issuance of the
above noted US patent.
(iii) Additional patent protection comes from the CIP application
referred to above. The claims made under ALBERTA's CIP are covered
under numerous countries around the world who are parties to the
Patent Cooperation Treaty. This protection is valid for one year
after the acceptance of the claims of the CIP.
(1) ALBERTA enjoys peaceful and undisturbed possession under all written,
verbal or implied leases to which it is a party. All such leases are
valid, and enforceable in accordance with their terms, and no party
thereto is in default thereunder.
(m) No one other than ALBERTA has any right, title, interest, restriction,
lien or encumbrance in, on or to the business conducted by it.
(n) ALBERTA does not have any material obligation, liability, contract,
agreement, lease, sublease, commitment or understanding of any kind,
nature, or description, fixed or contingent, due or to become due,
existing or inchoate, other than those reflected in Exhibit 1.
<PAGE>
(o) There are no suits or proceedings at law or in equity, or before any
governmental agency or arbitrator, pending, or to the knowledge of
ALBERTA, threatened, anticipated or contemplated, which in any way
adversely affect ALBERTA or its business and there are no unsatisfied
or outstanding judgments, orders, decrees or stipulations affecting
ALBERTA or its assets or to which ALBERTA, or ALBERTA is or may become
a party which in any way affects ALBERTA. There are no claims against
ALBERTA or ALBERTA pending, or to the knowledge of ALBERTA,
threatened, anticipated, or contemplated which, if valid, would
constitute or result in a breach of any representation, warranty or
agreement set forth herein.
(p) To the best of the knowledge of ALBERTA since inception:
(i) neither ALBERTA nor any of its current or former directors,
officers, or employees nor any third party acting on behalf of ALBERTA
have, directly or indirectly, made any bribes, kickbacks or other
payments of a similar or comparable nature, or made any gifts or
rebates or any gratuitous payment of any kind whether lawful or not,
to any person or entity, public or private, regardless of form,
whether in money, property, or services, to obtain favorable treatment
in securing business or obtaining financing or to obtain special
concessions or to pay for favorable treatment for business secured or
for special concessions already obtained;
(ii) no funds or property of any kind of ALBERTA was donated,
loaned, or made available, directly or indirectly, for the benefit of,
or for the purpose of opposing any government or subdivision thereof,
political party, candidate or committee, either domestic or foreign;
(iii) no officer, employee, contractor or agent of ALBERTA
was compensated, directly or indirectly, by ALBERTA for time spent or
expenses incurred in performing services for the benefit of, or for
the purpose of opposing any government or subdivision thereof,
political party, candidate or committee, either domestic or foreign;
(iv) ALBERTA has not made any loans, donations, or other
disbursements, directly or indirectly, to officers employees of
ALBERTA or others for contributions made, or to be made, directly or
indirectly, for the benefit of, or for the purpose of opposing any
government or subdivision thereof, political party, candidate or
committee, either domestic or foreign; and
(v) ALBERTA has not, or any other person or entity acting on
behalf of ALBERTA, maintained or maintains a bank account, or other
account of any kind whether domestic or foreign, which account was not
reflected in the corporate books and records of which account was not
listed, titled or identified in the name of ALBERTA.
<PAGE>
(q) Since the date of the Financial Statements set forth in Exhibit 1,
there has not been:
(i) any material adverse change in the properties, assets,
business, affairs or prospects of ALBERTA nor, to the knowledge of
ALBERTA, are any such changes threatened, anticipated, or
contemplated;
(ii) any actual or, to the knowledge of ALBERTA, threatened,
anticipated, or contemplated damage, destruction, loss, conversion,
termination, cancellation, default or taking by eminent domain or
other action by governmental authority which has affected or may
hereafter affect the properties, assets, business, affairs or
prospects of ALBERTA;
(iii) any material and adverse dispute, pending or, to the
knowledge of ALBERTA, threatened, anticipated or contemplated of any
kind with any customer, supplier, source of financing, employee,
landlord, subtenant or licensee of ALBERTA or any pending or, to the
knowledge of ALBERTA, threatened, anticipated or contemplated
occurrence or situation of any kind, nature or description which is
reasonably likely to result in any reduction in the amount, or any
change in the terms or conditions of business with any substantial
customer, supplier, or source of financing;
(iv) any pending or, to the knowledge of ALBERTA threatened or
contemplated occurrence or situation of any kind, nature or
description peculiar to the business of ALBERTA and materially and
adversely affecting the properties, assets, business, affairs or
prospects of ALBERTA, or
(v) any reduction of capital, redemption of stock or dividend or
distribution with respect to stock by ALBERTA.
(r) ALBERTA has not taken any action which may result in WGR having any
responsibility, obligations, or liability for any finder or broker fees,
commission or other compensation payable in connection with any of the
transactions contemplated hereby.
(s) ALBERTA has received licensing rights for the reproduction,
trademarks, trade names, trademark applications, service marks and
formula rights, know-how and trade secrets which are used in or are
reasonably necessary for the conduct of its business, without conflict
or infringement of any kind, and subject to no restriction, lien,
encumbrance, right, title or interest in others. All of the foregoing
stand in the name of ALBERTA and not in the name of any stockholder,
director, officer, agent, partner or employee or anyone else known to
ALBERTA or ALBERTA, none of the same have any right, title, interest,
restriction, lien or encumbrance therein, or thereon or thereto.
<PAGE>
(t) ALBERTA has not made any material misstatements of fact or omitted to
state any material fact necessary or desirable to make complete,
accurate and not misleading every representation, warranty and
agreement set forth herein.
(u) Each of the representations, warranties and agreements of ALBERTA is
true and correct in every respect as of the date hereof. ALBERTA will
exonerate and indemnify WGR against all claims, suits, obligations,
liabilities, and damages, including without limitation of the
foregoing, reasonable attorneys' fees, based upon, arising out of or
resulting from any breach of any of the representations, warranties or
agreements of ALBERTA herein or any certificate delivered pursuant
hereto, or nonfulfillment of any of its undertakings hereunder or
thereunder or any actual or alleged occurrence or situation in any way
inconsistent herewith or therewith.
(v) Every representation, warranty and agreement of ALBERTA set forth in
this Agreement and any certificate delivered pursuant hereto and every
one of the rights and remedies of WGR for any one or more breeches
hereof shall survive and not be deemed waived by Closing, and shall be
effective regardless of any investigation that may have been made at
any time by or on behalf of WGR.
3. Representations and warranties and Agreements of WGR. WGR
represents and warrants to ALBERTA, all of which representations and
warranties shall be true and shall survive closing, that:
(a) WGR is a corporation duly organized and validly existing and in good
standing under the laws of the State of Nevada and has the corporate
powers to own its property and carry on its business as and where it
is now being conducted. Certified copies of the Certificates of
Incorporation, the Bylaws and minutes of all Board of Directors
meetings of WGR, which have heretofore been furnished by WGR to
ALBERTA, are a true and correct copy of said Certificate of
incorporation, Bylaws and minutes including all amendments to the date
hereof. WGR has duly filed any and all certificates and reports
required to be filed to date by any governmental authority including
but not limited to Forms 10-K for year ended 1996 and such other
reports as may be required by the Securities Act of 1934, as amended.
(b) The shares of WGR's common stock to be issued and delivered to ALBERTA
pursuant to this Agreement will, upon issuance and delivery pursuant
hereto, be duly authorized, validly issued, fully paid and
nonassessable.
<PAGE>
(c) WGR has full right, power and authority to execute, deliver and
perform the terms of this Agreement. This Agreement has been duly
authorized by WGR and when approved by its Board of Directors will
constitute the binding obligation of it, enforceable in accordance
with its terms.
(d) WGR has authorized 50,000,000 shares of common stock, par value,
$.0001 per share, of which approximately 12,223,748 shares are issued
and now outstanding. All such outstanding shares were validly issued
and are fully paid and nonassessable. There are no other shares of
stock, convertible or other securities, or rights, warrants or options
with respect to any shares of stock or securities of WGR authorized,
issued or outstanding. WGR has not granted any right of first refusal
or any option to any underwriter, finder, broker or participant.
(e) WGR's audited financial statements dated December 31, 1996 and 10-K
for 1996, which are attached hereto as Exhibit 2 are correct and
complete and fairly present the financial condition of WGR at the date
described therein and have been prepared in accordance with generally
accepted accounting principles consistently applied. Until the date of
Closing, no dividends or distributions of capital, surplus, or profits
shall be paid or declared by WGR in redemption of its outstanding
shares or otherwise.
(f) Neither WGR nor any of its directors, officers, agents or employees,
is in violation of any applicable law, rule, regulation or requirement
of any governmental authority in any way relating to WGR's business or
operations. Consummation of the transactions contemplated hereby, and
continuation of WGR's business will be in compliance with all
applicable laws, rules, regulations and requirements of all
governmental authorities without the necessity for any license or
permit or other action or permission in the nature thereof, or any
registration with, or consent of, any governmental authority.
(g) WGR is not in default under or in violation of any provision of its
Articles of Incorporation or Bylaws and WGR is not in material default
under or in violation of any restriction, lien, encumbrance,
indenture, contract, lease, sublease, loan agreement, note or other
obligation or liability relating to WGR's business, to which it is a
party or by which it is bound, or to which its assets are subject.
(h) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will conflict
with or result in a breach of or constitute a default under any
provision of the Articles of Incorporation or Bylaws of WGR or any
restriction, lien, encumbrance, indenture, contract, lease, sublease,
loan agreement, note or other material obligation or liability to
which it is a party or by which it is bound, or to which any of its
assets are subject, or result in the creation of any lien or
encumbrance upon said assets.
<PAGE>
(i) Since December 31, 1996, WGR has not engaged in any transaction other
than transactions in the normal course of the operations of its
business.
(j) WGR is not involved in any pending or threatened litigation which
would materially affect its financial condition as shown by said
balance sheets of December 31, 1996, Exhibit 2 hereto, which has not
been provided for on said balance sheets or referred to in said
balance sheets or disclosed to ALBERTA in writing.
(k) WGR has and will have at the time of closing, good and marketable
title to all its property and assets shown on Exhibit 2 hereto free
and clear of any and all liens or encumbrances or restrictions, except
as shown on Exhibit 2 hereto and except for taxes and assessments due
and payable after the date of closing.
(l) WGR has filed with the appropriate governmental agencies all forms,
notices and tax returns required to be filed by it through 1996. Its
Federal income tax returns either have been examined by the Internal
Revenue Service and settled or no waiver of statutes of limitations
executed or given by WGR for years to and including the year ending
December 31, 1996, and there are no unpaid assessments nor proposed
assessments of Federal income taxes pending against WGR. All
liability for taxes shown on Federal and State tax returns filed have
been paid or the liability therefor has been provided for in the
attached financial statements, Exhibit 2 hereto, and all Federal and
State income or franchise taxes for periods subsequent to the periods
covered by said returns likewise have been paid or adequately accrued.
(m) WGR does not have any material obligation, liability, contract,
agreement, lease, sublease, commitment or understanding of any kind,
nature, or description, fixed or contingent, due or to become due,
existing or inchoate, other than those reflected in Exhibit 2, and
those described in subparagraph 3 (e).
(n) There are no suits or proceedings at law or, in equity, or before any
governmental agency or arbitrator, pending, or to the knowledge of
WGR, threatened, anticipated or contemplated, which in any way
adversely affect WGR or its business and there are no unsatisfied or
outstanding judgments, orders, decrees or stipulations affecting WGR
or its assets or to which WGR is or may become a party which in any
way affects WGR. There are no claims against WGR pending, or to the
knowledge of WGR's officers, threatened, anticipated, or contemplated
which, if valid, would constitute or result in a breach of any
representation, warranty or agreement set forth herein. Although not
deemed by the Company to be material, the Company is currently
defending a suit by Andy Rafkin, a prior director of the Company. In
addition, the Company is in litigation over the Golf Auto Tee with the
original owners, relating to royalty payments.
<PAGE>
(o) To the best of the knowledge of WGR since inception:
(i) neither WGR nor any of its current or former directors,
officers, or employees nor any third party acting on behalf of WGR
have, directly or indirectly, made any bribes, kickbacks or other
payments of a similar or comparable nature, or made any gifts or
rebates or any gratuitous payment of any kind whether lawful or not,
to any person or entity, public or private, regardless of form,
whether in money, property, or services, to obtain favorable treatment
in securing business or obtaining financing or to obtain special
concessions or to pay for favorable treatment for business secured or
for special concessions already obtained;
(ii) no funds or property of any kind of WGR was donated, loaned,
or made available, directly or indirectly, for the benefit of, or for
the purpose of opposing any government or subdivision thereof,
political party, candidate or committee, either domestic or foreign;
(iii ) no officer, employee, contractor or agent of WGR was
compensated, directly or indirectly, by WGR for time spent or expenses
incurred in performing services for the benefit of, or for the purpose
of opposing any government or subdivision thereof, political party,
candidate or committee, either domestic or foreign;
(iv) WGR has not made any loans, donations, or other
disbursements, directly or indirectly, to officers or employees of WGR
or others for contributions made, or to be made, directly or
indirectly, for the benefit of, or for the purpose of opposing any
government or subdivision thereof, political party, candidate or
committee, either domestic or foreign; and
(v) WGR has not, or any other person or entity acting on behalf
of WGR, maintained or maintains a bank account, or other account of
any kind whether domestic or foreign, which account was not reflected
in the corporate books and records or which account was not listed,
titled or identified in the name of WGR.
(p) Since the date of the Financial Statements set forth in Exhibit 2,
there has not been:
(i) any material adverse change in the properties, assets,
business, affairs or prospects of WGR nor, to the knowledge of WGR,
are any such changes threatened, anticipated, or contemplated;
(ii) any actual or, to the knowledge of WGR, threatened,
anticipated, or contemplated damage, destruction, loss, conversion,
termination, cancellation, default or taking by eminent domain or
other action by governmental authority which has affected or may
hereafter affect the properties, assets, business, affairs or
prospects of WGR;
<PAGE>
(iii) any material and adverse dispute, pending or, to the
knowledge of WGR threatened, anticipated or contemplated of any kind
with any customer, supplier, source of financing, employee, landlord,
subtenant or licensee of WGR or any pending or, to the knowledge of
WGR, threatened, anticipated or contemplated occurrence or situation
of any kind, nature or description which is reasonably likely to
result in any reduction in the amount, or any change in the terms or
conditions, of business with any substantial customer, supplier, or
source of financing;
(iv) any pending or, to the knowledge of WGR threatened or
contemplated occurrence or situation of any kind, nature or
description peculiar to the business of WGR and materially and
adversely affecting the properties , assets, business, affairs or
prospects of WGR, or
(v) any reduction of capital, redemption of stock or dividend or
distribution with respect to stock by WGR.
(q) WGR's Board of Directors has authorized the execution, delivery and
performance of this Agreement. All current directors and officers of
WGR will at any time or from time to time hereafter execute whatever
actions ALBERTA may deem necessary or desirable to effect, perfect or
confirm of record or otherwise in ALBERTA's shareholders, full right,
title and interest in and to 537,500 shares of the issued and
outstanding shares of WGR or to carry out the intent and purposes of
the transactions contemplated hereby.
(r) WGR has not made any material misstatements of fact or omitted to
state any material fact necessary or desirable to make complete,
accurate and not misleading every representation, warranty and
agreement set forth herein.
(s) Each of the representations, warranties and agreements of WGR is true
and correct in every respect as of the date hereof. WGR will
exonerate and indemnify ALBERTA against all claims, suits,
obligations, liabilities,, and damages, including without limitation
of the foregoing, reasonable attorneys' fees, based upon, arising out
of or resulting from any breach of any of the representations,
warranties or agreements of WGR herein or any certificate delivered
pursuant hereto, or nonfullfilment of any of its undertakings
hereunder or thereunder or any actual or alleged occurrence or
situation in any way inconsistent herewith or therewith.
<PAGE>
(t) Every representation, warranty and agreement of WGR set forth in this
Agreement and any certificate delivered pursuant hereto and every one
of the rights and remedies of ALBERTA for any one or more breaches
hereof shall survive and not be deemed waived by Closing, and shall be
effective regardless of any investigation that may have been made at
any time by or on behalf of ALBERTA.
4. Conditions to the Obligations of WGR. The obligations of WGR
hereunder shall be subject to the conditions that:
(a) WGR shall not have discovered any material error or misstatement in
any of the representations and warranties made by ALBERTA herein and
all the terms and conditions of this Agreement to be performed and
complied with shall have been performed and complied with.
(b) There shall have been no substantial adverse changes in the
conditions, financial, business or otherwise of ALBERTA from the date
of it's financials set forth in Exhibit 1, and until the date of
closing, except for changes resulting from those operations in the
usual and ordinary course of the business, and between such dates the
business and assets of ALBERTA shall not have been materially
adversely affected as the result of any fire, explosion, earthquake,
flood, accident, strike, lockout, combination of workmen, taking over
of any such assets by any governmental authorities, riot, activities
of armed forces, or acts of God or of the public enemies.
(c) ALBERTA shall have delivered or caused to be delivered to WGR
unaudited financial statements for ALBERTA per Exhibit 1.
5. Conditions to the Obligations of ALBERTA. The obligations of ALBERTA
hereunder are subject to the conditions that:
(a) ALBERTA shall not have discovered any material error or misstatement
in any of the representations and warranties made by WGR herein and
all the terms and conditions of this Agreement to be performed and
complied with by WGR shall have been performed and complied with.
(b) WGR will call a meeting of its Board of Directors for the purpose of
voting upon and authorizing this Agreement and the transactions
contemplated hereby. At such meeting, the Directors shall be asked to
consider and vote upon the following: (i) approval to issue 537,500
shares of common stock to ALBERTA Stockholders (ii) approval of this
Agreement, and, (iii) transact such other business as may properly
come before the meeting.
<PAGE>
(c) WGR shall have delivered or caused to be delivered to ALBERTA audited
financial statements for WGR dated December 31, 1996, and WGR's latest
10Q for period ending June 30, 1997.
6. Closing. The closing shall take place at 2:00 p.m., on September
30th, 1997, or at such other time and place as the parties hereto shall
agree upon. WGR shall take control of and all of its assets as of the date
of Closing. From such time all operations shall be the sole responsibility
and under the sole control of WGR.
7. Actions at the Closing. At the closing, WGR and ALBERTA will each
deliver, or cause to be delivered to the other, the securities to be
exchanged in accordance with Section 1 of this Agreement, or an irrevocable
order to the respective transfer agent to issue the stock, and each party
shall pay any and all Federal and State taxes required to be paid in
connection with the issuance and the delivery of their respective
securities. All stock certificates shall be in the name of the party to
which the same are deliverable.
7.1 In addition, the following transactions will take place. WGR will
deliver to ALBERTA:
(a) Duly certified copies of corporate resolutions and other corporate
proceedings taken by WGR to authorize the execution, delivery and
performance of this Agreement.
(b) Certificate by a principal officer of WGR attesting to the fact that
all of the representations and warranties of WGR are true and correct
as of the Closing and that all of the conditions to the obligations of
ALBERTA to be performed by WGR have been performed as of the Closing
Date.
(c) Certificate of corporate good standing from the Secretary of State of
the State of Nevada of a recent date, (not older than 30 days).
(d) Board Resolution of WGR Resolution approving the the Merger Agreement.
(e) Stock Certificates representing 537,500 shares of WGR.
7.2 ALBERTA will deliver to WGR:
(a) Certificates of corporate good standing from the appropriate governing
authority in Alberta, Canada of a recent date for ALBERTA.
(b) Certificate by ALBERTA that each of the representations and warranties
of ALBERTA are true and correct as of the Closing and that all of the
conditions to the obligations of WGR to be performed by ALBERTA have
been performed as of the Closing.
<PAGE>
(c) Stock certificates representing 100% of the issued and outstanding
shares of ALBERTA.
(d) Shareholders resolution of ALBERTA establishing a new Board of
Directors of ALBERTA as follows:
Gord Tait
Mac Shahsavar
Jeff Johnson
8. Conduct of Business. Between the date hereof and the Closing, ALBERTA
shall provide that ALBERTA conduct its business in the same manner in which
it has heretofore been conducted and ALBERTA will not permit ALBERTA to (1)
enter into any contract, etc., other than in the ordinary course of
business, or (2) declare or make any distribution of any kind to the
stockholders of ALBERTA, without first obtaining the written consent of
WGR.
9. Board of Directors. Immediately after the closing, the Board of
Directors of WGR shall have a meeting, at which meeting of WGR, the
existing Board of Directors of WGR shall elect, as the sole shareholder of
ALBERTA, Board of Directors as set forth in paragraph 7.
10. Reporting Requirements. Subsequent to the Closing, ALBERTA will
provide all information to allow WGR to timely comply with all prospective
reporting requirements (including reporting the transaction contemplated
herein) as promulgated by the Internal Revenue Service and the Securities
and Exchange Commission, and WGR will so comply.
11. Access to the Properties and Books of ALBERTA. ALBERTA hereby grants
to WGR, through it's duly authorized representatives and during normal
business hours between the date hereof and the Closing Date, the right of
full and complete access to the properties of ALBERTA and full opportunity
to examine their books and records.
12. Cost of Reorganization. Each party hereto shall pay its own expenses
and costs incident to the preparation of this Agreement and to the
consummation of the transaction contemplated herein. However, upon
completion of the transaction as set forth herein, the legal fees of
ALBERTA shall not be assumed by WGR after completion of the transaction.
13. Stock Restriction. The parties understand and agree that the shares of
stock being received by ALBERTA will have a Rule 144 restriction.
<PAGE>
14. Trade Name Usage for "Golfjack". WGR shall have the rights to the name
Golfjack and or any other name utilized by ALBERTA in the development,
marketing, and distributing of the Golfjack product.
15. Miscellaneous.
(a) This Agreement shall be controlled, construed and enforced in
accordance with the laws of the State of Nevada.
(b) This Agreement shall not be assignable by either party without prior
written consent of the other.
(c) All paragraph headings herein are inserted for convenience only. This
Agreement may be executed in several counterparts, each of which shall
be deemed an original, which together shall constitute one and the
same instrument.
(d) This Agreement sets forth the entire understanding between the
parties, there being no terms, conditions, warranties or
representations other than those contained herein, and no amendments
hereto shall be valid unless made in writing and signed by the parties
hereto.
(e) This Agreement shall be binding upon and shall inure to the benefit of
the heirs, executors, administrators and assigns of ALBERTA and upon
the successors and assigns of WGR.
(f) In the event any party hereto has to resort to legal action to enforce
any of the terms hereof, the prevailing party shall be entitled to
collect attorney's fees and other costs from the party in default.
(g) All notices, requests, instructions or other documents to be given
hereunder shall be in writing and sent by registered mail:
If to WGR, then:
Jeff Johnson
President
Worldwide Golf Resources, Inc.
1850 E. Flamingo, Suite 111
Las Vegas, Nevada 89119
with copies to
Donald J. Stoecklein
Sperry Young & Stoecklein
1850 E. Flamingo, Suite 111
Las Vegas, Nevada 89119
<PAGE>
If to ALBERTA, then:
Gord Tait
President
680104 Alberta, Ltd.
528-6 Street South
Box 1232
Lethbridge, AB T1J4A4
(h) This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which shall constitute one
agreement, and the signatures of any part to any counterpart shall be
deemed to be a signature to, and may be appended to, any other
counterpart.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the date first above written.
Worldwide Golf Resources, Inc.
By:/s/Jeff Johnson
_________________________
Jeff Johnson, President
680104 Alberta, Ltd.
By:/s/Gord Tait
------------------------
Gord Tait, President
Alberta Shareholders
/s/ Bruce Tait
_____________________
Bruce Tait
/s/Gordon Tait
_____________________
Gordon Tait
/s/Donna Tait
_____________________
Donna Tait
/s/Jody Tait
_____________________
Jody Tait
/s/Dean Spriddle
_____________________
Dean Spriddle
/s/Jennifer Spriddle
_____________________
Jennifer Spriddle
