SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934.
For the quarter ended June 30, 1997 Commission file number 33-12664-D
WorldWide Golf Resources, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0335511
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 E. Flamingo, Suite 111
Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 866-5880
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 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 _____
As of June 30, 1997, there were 12,223,748 shares of common stock outstanding.
WORLDWIDE GOLF RESOURCES, INC.
AND SUBSIDIARIES
FOR THE QUARTER ENDED
June 30, 1997
INDEX
PART I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Balance Sheet as of June 30, 1997 and
December 31, 1996 3
Statement of Operations for the three months
ended June 30, 1997 and 1996 4
Statement of Operations for the six months
ended June 30, 1997 and 1996 5
Statement of Cash Flows for the six months ended
June 30, 1997 and 1996 6-7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 9-11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults by the Company upon its
Senior Securities 12
Item 4. Submission of Matter to a Vote of
Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports of Form 8-K 12
SIGNATURES 13
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED BALANCE SHEET
JUNE 30, 1997 AND DECEMBER 31, 1996
ASSETS
1997 1996
Unaudited
Current Assets $ 1,451,534 $1,079,244
Property and Equipment - Net 8,622,174 651,724
Other Assets 574,056 586,352
------------ ---------
Total Assets $10,647,764 $2,317,320
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $ 1,003,868 $ 941,392
Long Term Liabilities 2,260,910 435,325
Stockholders' Equity 7,282,986 940,603
------------ ----------
Total Liabilities and Stockholders' Equity $10,505,744 $2,317,320
=========== ==========
Prepared without audit.
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS PERIOD ENDED JUNE 30, 1997 AND 1996
UNAUDITED
1997 1996
Sales, Net of Returns and Discounts $ 835,056 $ 619,374
Cost of Goods Sold 880,519 483,577
------------- -----------
Gross Profit (45,463 135,797
Operating Expenses
Selling, General and Administrative 352,383 243,143
------------- -----------
Operating (Loss) (397,846 (109,346)
Other Income (Expense)
Interest Expense (1,959) (6,077)
Interest Income 1,529 0
------------- -----------
( 430) (6,077)
-------------
(Loss) Before Income Taxes (398,276) (115,423)
Income Taxes 0 0
----------- ------------
Net (Loss) $ (398,726) $ (115,423)
=========== ==========
Net (Loss) Per Share of Common Stock $ (0.04) $ (0.04)
========== ===========
Weighted Average Number of Shares outstanding 12,149,248 2,952,761
========== ===========
Prepared without audit.
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS PERIOD ENDED JUNE 30, 1997 AND 1996
UNAUDITED
1997 1996
Sales, Net of Returns and Discounts $ 1,204,197 $1,199,318
Cost of Goods Sold 1,151,749 929,432
------------ ----------
Gross Profit 52,448 269,886
Operating Expenses
Selling, General and Administrative 1,915,045 553,057
------------ ----------
Operating (Loss) (1,862,597) (283,171)
Other Income (Expense)
Interest Expense (5,884) (9,797)
Interest Income 1,529 0
Loss on Sales of Assets (157,287) 0
------------ ----------
(161,642) (9,797)
------------ ----------
(Loss) Before Income Taxes (2,024,239) (292,968)
Income Taxes 0 0
------------ ----------
Net (Loss) $(2,024,239) $(292,968)
=========== =========
Net (Loss) Per Share of Common Stock $ (0.16) $ (0.10)
=========== =========
Weighted Average Number of Shares outstanding 12,149,248 2,952,761
=========== =========
Prepared without audit
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS PERIOD ENDED JUNE 30, 1997 AND 1996
UNAUDITED
1997 1996
Cash Flows from Operating Activities
Net Loss $(2,024,239) $(298,968)
Adjustments to Reconcile Net Loss to
Net Cash Provided by
Operating Activities
Depreciation 115,197 89,889
Changes in Assets and Liabilities (196,106)
(Increase) Decrease in Assets (319,862) 0
Increase (Decrease) in Liabilities 63,476 0
----------- ---------
Total Adjustments (141,189) (106,217)
----------- ---------
Net Cash Used by Operating Activities (2,165,428) (405,185)
Cash Flows from Investing Activities
Property and Equipment Purchases (2,341,905) 0
----------- ---------
Net Cash Used in Investing Activities (2,341,905) 0
Cash Flows from Financing Activities
Issuance of Common Stock 3,387,018 91,988
Loan Proceeds 1,630,853 0
Stockholder Loans 320,548 266,636
Sale of Treasury Stock 25,128 25,778
Payments on Loan Proceeds (125,816) 0
---------- --------
Net Cash Provided by Financing Activities 5,237,731 384,402
Increase (Decrease) in Cash and Cash Equivalents 730,398 (20,783)
Balance, Beginning of Year 14,803 65,345
---------- --------
Balance, End of Year $ 745,201 $ 44,562
========== ==========
Prepared without audit.
WORLDWIDE GOLF RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS PERIOD ENDED JUNE 30, 1997 AND 1996
UNAUDITED
1997 1996
Supplemental Information
Cash Paid for:
Interest $ 5,884 $ 6,077
========== =========
Income Taxes $ 0 $ 0
========== =========
During the quarter ended March 31, 1997, the Company issued under a Regulation S
Private Placement 706,500 shares of common stock at $1.00 per share or $706,500.
On February 3, 1997, the Company entered into an agreement to exchange 100% of
the outstanding common stock of 2671914 Manitoba LTD for 6,160,000 shares of
common stock at $0.89 per share or $5,482,400
On March 2, 1997, the Company issued 650,000 shares of common stock for
professional services at $1.75 per share or $1,137,500.
On March 4, 1997, the Company issued 300,000 shares of common stock as
payment for notes and interest payable at $.80 per share or $240,000.
On March 4, 1997, the Company issued 300,000 shares of common stock as payment
for notes and interest payable at $0.79 per share or $236,000.
On March 29, 1997, the Company issued 86,000 shares of common stock for
professional services at $2.12 per share or $182,320.
On April 9, 1997, the Company issued 74,500 shares of common stock for
professional services at $1.00 per share or $74,500.
Prepared without audit.
WORLDWIDE GOLF RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
STATEMENT OF INFORMATION FURNISHED
1. Statement of Information Furnished
The accompanying unaudited consolidated financial statements have been prepared
in accordance with Form 10-Q instructions and in the opinion of management
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position as of June 30, 1997, the results of
operations for the three months ended June 30, 1997 and 1996 and the six months
ended June 30, 1997 and 1996 and the cash flows for the six months ended June 30
, 1997 and 1996. These results have been determined on the basis of generally
accepted accounting principles and practices and applied consistently with those
used in the preparation of the Company's 1996 Annual Report on Form 10-K.
Certain information and footnote disclosures included in the financial
statements presented I in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that the accompanying
consolidated financial statements be read in conjunction with financial
statements and notes thereto incorporated by reference in the Company's 1996
Annual Report on Form 10-K.
WORLDWIDE GOLF RESOURCES, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Overview
The Company is engaged in 3 primary business segments in golf-related product
and services industries; the manufacturing and sale of golf driving range
equipment, the manufacturing and installation of synthetic turf at driving
ranges, and the operation of a golf course and country club.
Results of Operations for the three months ended June 30, 1997 and 1996
Golf Publications
The Company's publication segment was engaged in the publication of the Las
Vegas Golf magazine, the annual Las Vegas Golf Guide and the instructional
golf video Golf Tips for Desert Play. Due to limited working capital, the
Company sales of these products was minimal. In the near future, the Company
will decide on plans to either re-establish or discontinue the publication of
the Las Vegas Golf Magazine.
Golf Driving Range Equipment Manufacturing, Sales and Installation
The golf driving range equipment manufacturing, sales and installation is
effected through Advanced Golf Systems, Inc. dba Range Master of Temecula,
California. Net sales for the second quarter ended June 30, 1997, were $136,827,
a decrease of $12,616 (9%) from $149,443 in the second quarter of 1996. The
reduction in sales was due primarily to restrictions of working capital. Range
Master provided 16% of the Company's second quarter revenues. The golf driving
range equipment manufacturing, sales and installation is currently being
outsourced to Selectronics, Inc. Of Elmira Heights, New York, due to the
closing of the Temecula operation.
The net loss for the second quarter of 1997 increased $100,720 to $164,396 from
$63,676 in the second quarter of 1996. The increase in loss was due primarily to
an increase in cost of sales, due to inventory adjustments and increase in costs
, while general and administrative expenses stayed relatively the same.
Synthetic Turf Manufacturing, Sales and Installation
American Turf Manufacturing's revenues for the second quarter of 1997 increased
$309,435 (106%) to $636,671, from $327,236 in the second quarter of 1996,
American Turf Manufacturing provided 76% of the Company's second quarter
revenues. Management expects this unit to increase its revenue impact through
the addition of increased working capital to fill orders on hand presently.
The net loss for the second quarter of 1997 increased $77,554 to $139,120 from
$61,566 in the second quarter of 1996. The increase was primarily due to an
increase in cost of sales, due to inventory adjustments and increased costs.
WORLDWIDE GOLF RESOURCES, INC.
Golf Club Assembly and Sales
Tour Precision is currently inactive and had no slaes for the second quarter of
1997 or 1996. Upon re-organization, management will determine whether to re-
establish operations.
Country Club and Golf Course
Pelican Beach Golf Course was acquired by the Company on February 1, 1997. The
Golf Course recorded its first sales of $61,851, during the second quarter of
1997. Pelican Beach Golf Course provided 7% of the Company's second quarter
revenues. The Company is temporarily operating out of a tent while the new club
house is being completed (Fall 1997).
The net loss for the second 1997 was $2,338. The loss was due primarily to
increased operating expenses during the second quarter opening activity.
Results of Operation for the six months ended June 30, 1997 and 1996
Golf Driving Range Equipment Manufacturing, Sales and Installation
The golf driving range equipment manufacturing, sales and installation is
effected through Advanced Golf Systems, Inc. dba Range Master of Temecula,
California. Net sales for the six months ended June 30, 1997, were $280,653, a
decrease of $57,908 (21%) from $338,561 in the first six months of 1996. The
reduction in sales was due primarily to restrictions of working capital. Range
Master provided 23% of the Company's first six months revenues.
The net loss for the first six months of 1997 increased $82,661 to $205,029 from
$122,368 in the first six months of 1996. The increase in loss was due primarily
to an increase in cost of sales, due to inventory adjustments and increase in
costs, while general and administrative expenses stayed relatively the same.
WORLDWIDE GOLF RESOURCES, INC.
Synthetic Turf Manufacturing, Sales and Installation
American Turf Manufacturing's revenues for the first six months of 1997
increased $193,893 (30%) to $830,726 from $636,833 in the first six months of
1996, American Turf Manufacturing provided 69% of the Company's first six months
revenues. Management expects this unit to increase its revenue impact through
the addition of increased working capital to fill orders on hand presently.
The net loss for the first six months of 1997 increased $320,291 to $442,659
from $122,368 in the first six months of 1996. The increase was primarily due to
an increase in cost of sales, due to inventory adjustments and increased costs.
Management expects this unit to continue to become more profitable as the
process of manufacturing and installing synthetic turf becomes more streamlined.
Country Club and Golf Course
Pelican Beach Golf Course was acquired by the Company on February 1, 1997. The
Golf Course recorded its first sales of $61,851, during the second quarter of
1997. Pelican Beach Golf Course provided 5% of the Company's first six months
revenues.
The net loss for the first six months of 1997 was $17,933. The loss was due
primarily to increased operating expenses during the second quarter opening
activity.
Liquidity and Capital Reserves.
The Company through June 30, 1997 has completed an offering under Regulation S.
The offering will supplement the company's working capital needs. This, along
with funds generated from operations will allow the Company to continue its
growth and to allow for expanded customer base. Additional internal and external
sources will be sought in the coming periods as Management institutes a thorough
program of rationalizing product lines, their individual revenue potential and
their respective inventory/production requirements
WORLDWIDE GOLF RESOURCES, INC.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
Pending litigation is deemed not to have any material impact on the Company's
financial position.
Item 2. Changes in Securities.
None.
Item 3. Defaults by the Company upon its Senior Securities.
None.
Item 4. Submission of Matter to a Vote of Security Holders.
None.
Item 5. Other Information.
Subsequent Events: The company has relocatecd its Executive Office to: 1850 E.
Flamingo Road, Suite 111, Las Vegas, NV 89119,
(702) 866-5880.
Item 6. Exhibits and Reports of Form 8--K.
A Form 8-K was filed on January 22, 1997, to report a change in control of the
registrant by issuing 6,160,000 shares of common stock to 3422488 Manitoba Ltd.
Concurrent with the closing of the agreement purchasing Pelican Beach Golf and
Country Club, Dr. Srini Chary and Mac Shashsavar were appointed to the Board of
Directors.
A Form 8-K was filed on February 25, 1997, to report the change in the Company's
certified accountant from Janet Loss, C.P.A. to Clancy and Co. P.L.L.C.
A Form 8-K filed on July 28, 1997 to report a change in the Officers and
Directors of the registrant the registrant. Gerald & Marie Levine resigned
their positions in the company and were replaced by Mac Shahsavar and Elaine
Affleck.
SIGNATURES
Pursuant to the requirements 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.
(Registrant)
By:/s/Mac Shahsavar By:/s/Alice Elaine Affleck
---------------- -----------------------
Mac Shahsavar Alice Elaine Affleck
President and Principal Financial and
Chief Operations Officer Accounting Officer
Date: September 16, 1997 Date: September 16, 1997
------------------ ------------------
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