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) January 28, 1998
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)
251 Saulteaux Crescent
Winnipeg, MB, Canada R3J 3C7
(Address of Principal Executive Office) (Zip Code)
(204) 885-5555
(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.
No events to report.
Item No. 2. Acquisition or Disposition of Assets.
On January 28, 1998, WORLDWIDE GOLF RESOURCES, INC. closed the acquisition
of assets of Legends Sports, Inc. driving range assets. (see Purchase
Agreement & Addendum's Attached.)
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.
No events to report.
<PAGE>
Worldwide Golf Resources, Inc. Page Three
Item No. 7. Financial Statements, Proforma Financial Information and
Exhibits.
Exhibit - Purchase Agreement between Worldwide Golf Resources, Inc. and
Legends Sports, Inc.
Exhibit - Addendum to Purchase Agreement
Exhibit - Addendum to Purchase Agreement
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/ Anthony N. DeMint Dated: August 31, 1998
-------------------------------------
Anthony N. DeMint - Vice President
By: /s/ Debra K. Amigone Dated: August 31, 1998
--------------------------------------
Debra K. Amigone, Secretary
<PAGE>
PURCHASE AGREEMENT
THIS AGREEMENT ("AGREEMENT") dated this 19th day of December, 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"),
(hereinafter referred to as "WGR"); and Legends Sports, Inc., a Delaware
corporation, (hereinafter referred to as "LGSP"), (hereinafter collectively
referred to as "the parties").
WITNESSETH:
WHEREAS, LGSP owns and/or has the right to sell, transfer and exchange
all of the shares of the assets of LGSP.
WHEREAS, WGR desires to acquire all of the golf driving range assets
of LGSP (operated a Sports Place Operations), in exchange for the
consideration set forth on paragraph 1 hereafter. LGSP desire to sell such
assets.
WHEREAS, WGR and LGSP agree that all of the golf driving range assets
of LGSP listed on Exhibit "A" hereto shall be sold to WGR upon closing
hereunder for the consideration set forth in paragraph 1 hereof.
WHEREAS, concurrent with the Closing, as set forth herein, WGR shall
deposit, Fifty Thousand Dollars ($50,000), which shall be paid for legal
fees of LGSP on Exhibit "B", pursuant to the terms and conditions as set
forth herein.
WHEREAS, both parties agree that the time for closing provided for
herein, is deemed to be an unreasonably short time in which WGR has to
complete its due diligence process. Thus the parties agree to deposit the
shares of WGR stock, the debentures, deeds, and assignments of leases on
the real property into the hands of Michael A. Littman ("Littman") and
Donald J. Stoecklein ("Stoecklein") with Littman holding the WGR shares and
debentures, and Stoecklein holding the deeds and assignments. Concurrent
with the completion of WGR's due diligence, which due diligence shall
occur, said shares and debentures of WGR shall be disbursed to an
independent trustee for management as specified hereafter.
NOW THEREFORE, WGR and LGSP each in consideration that the other join
herein, hereby represent, warrant, and agree as follows:
1. Disbursement of Consideration. The Stock and Cash, to be disbursed
pursuant to the terms and conditions of this Agreement, shall be disbursed
as follows:
<PAGE>
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 LGSP Two Million (2,000,000) shares of WGR restricted Common Stock, a
Two Million ($2,000,000) Debenture Dollars (the "Debenture") which
Debenture shall be allocable to the Class A and D shareholders, which shall
be convertible to the common stock of WGR, which conversion shall be based
upon the conversion 25% of the $2million, (the "Original Debenture
Principal") no earlier than 90 days from the Closing Date, an additional
25% of the Original Debenture Principal converted no earlier than 180 days
from the Closing Date, and additional 25% of the Original Debenture
Principal converted no earlier than 270 days from the Closing Date, and the
remaining 25% of the Original Debenture Principal converted no earlier than
365 days from the Closing Date, however 100% of the Debenture shall
automatically convert assuming conversion has not occurred earlier, on the
2nd year anniversary of the Closing Date conversion, in each time period
set forth herein, shall be at the 5 day average closing price of the stock
on the date of conversion; together with other documents and matters
referred to in paragraph 5. In exchange for which LGSP will deliver or
cause to be delivered to WGR the property and assets described in Exhibit
"A" together with other documents and matters referred to in paragraph 4.
(b) Payment of Payables. WGR shall incur the obligation of the list of
payables to be agreed upon by the parties in a separate schedule to be
attached hereto upon closing, said payables and re-capitalization
expenditures not to exceed One Hundred Fifty Thousand Dollars ($150,000).
2. Representations and Warranties and Agreements of LGSP. LGSP
represents and warrants to WGR, all of which representations and warranties
shall be true and shall survive closing, that:
(a) LGSP is a corporation duly organized and validly existing and in
good standing under the laws of the State of Delaware and has the corporate
powers to own its property and carry on its business as and where it is now
conducted. The copies of the Certificates of Incorporation and the Bylaws
of LGSP, which have heretofore been furnished by LGSP to WGR, are a true
and correct copy of said Certificate of Incorporation and Bylaws including
all amendments to the date hereof. LGSP, has duly filed any and all
certificates and reports required to be filed to date by any governmental
authority.
(b) Consummation of the transactions contemplated hereby, and
continuation of LGSP'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.
<PAGE>
(c) LGSP is not in default under or in violation of any provision of
its Articles of Incorporation or Bylaws and 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 LGSP's business, to which it is a party or by which
it is bound, or to which its assets are subject, except the Deas note on
the Altamonte property and Scott note on the real property in the Port
Orange, Florida 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 LGSP of any restriction, lien,
encumbrance, indenture, contract, lease, sublease, loan agreement, note or
other obligation or liability to which LGSP is party or by which LGSP is
bound, or to which any of its assets are subject, or result in the creation
of any lien or encumbrance upon said assets.
(d) LGSP has and will have at the time of closing, good and
marketable title to all its property and assets shown on Exhibit "A" hereto
free and clear of any and all liens or encumbrances or restrictions, except
as shown on Exhibit "A" 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. Except as set forth in Paragraph (C) above relating
to certain defaults in mortgages, notes and leases.
(e) LGSP owns the following interests in real estate, and real estate
related activities:
(i) Oviedo. 80% of a limited liability company owing and operating the
Legend Sports Golf Center in Oviedo, Florida, at 575 Econ River Place,
Oviedo, Florida, on leased land from U.S.F.& G. The lease on the subject
property expires in 1999. The property has a driving range complete with an
80 station, artificial turf, "double decker" tee structure. In addition,
the facility has 40 natural turf tee areas, for a total of 120 stations.
(ii) Altamonte. Fee simple ownership of a driving range facility in
Altamonte Springs, Florida on land purchased by the company comprised of
approximately 5 acres of fee owned land and 13 acres of leased land. The
property features a seventy station golf driving range, an 18 hole grass
putting course, putting and chipping greens, batting cages, a golf pro
shop, and building and full service restaurant.
(iii) Port Orange. Fee Simple Ownership of a golf driving range
facility known as Scotts Driving Range on Nova Road in Port Orange,
Florida, near Daytona beach. The facility consists of 12 acres of fee
simple owned land. Improvements consist of 30 tee stations, a chipping
green, a pro shop, a putting green, a sand trap, and a 9 acre range area.
There is a note for $200,000 and a first mortgage securing the note on the
Port Orange real estate. The note would be retired by the holder upon
holder being able to sell the LGSP shares for $200,000. LGSP shall arrange
for an exchange of WGR shares held by LGSP to note holder upon
Registration.
<PAGE>
(iv) Red Bug Lake. 100% of a leased driving range on Red Bug
Lake Road in Orlando, Florida.
The above real estate and or business interests stand in the name of LGSP,
except as set forth herein, and not in the name of any stockholder,
director, officer, agent, partner or employee or anyone else known to LGSP,
and none of the same have any right, title, interest, restriction, lien or
encumbrance therein, or thereon or thereto.
(f) LGSP 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; except as set forth herewith.
(g) No one other than LGSP has any right, title, interest,
restriction, lien or encumbrance in, on or to the business conducted by it,
except as shown on Exhibit "A", except as otherwise referenced herein.
(h) LGSP 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 "A".
(i) Since December 1, 1997, there has not been:
(i) any material adverse change in the properties, assets,
business, affairs or prospects of LGSP, nor are any such changes
threatened, anticipated, or contemplated; except as to certain defaults
referenced above.
(ii) any actual or, to the knowledge of LGSP, 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 LGSP.
(iii) any material and adverse dispute, pending or, to the
knowledge of LGSP, threatened, anticipated or contemplated of any kind with
any customer, supplier, source of financing, employee, landlord, subtenant
or licensee of LGSP or any pending or, to the knowledge of LGSP,
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,
except as referenced herein.
(j) LGSP 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.
<PAGE>
(k) LGSP owns all copyrights, rights of 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 LGSP and not in the name
of any stockholder, director, officer, agent, partner or employee or anyone
else known to LGSP, none of the same have any right, title, interest,
restriction, lien or encumbrance therein, or thereon or thereto.
(l) LGSP 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.
(m) Each of the representations, warranties and agreements of LGSP is
true and correct in every respect as of the date hereof. LGSP 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 LGSP
herein or any certificate delivered pursuant hereto, or nonfulfillment of
any of his undertakings hereunder or thereunder or any actual or alleged
occurrence or situation in any way inconsistent herewith or therewith.
(n) Every representation, warranty and agreement of LGSP 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 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 WGR.
3. Representations and warranties and Agreements of WGR. WGR
represents and warrants to LGSP, 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 LGSP, 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 report as may be required by the Securities Act
of 1934, as amended.
<PAGE>
(b) The shares of WGR's common stock to be issued and delivered
to LGSP pursuant to this Agreement will, upon issuance and delivery
pursuant hereto be duly authorized, validly issued, fully paid and
nonassessable. The consideration in shares of WGR are to be issued to LGSP
pursuant to the terms of the Trust Metering Agreement set forth in Exhibit
"C", and incorporated herein by this reference.
(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, $0.001 per share, of which approximately 14,000,000 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) 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 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.
(f) 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.
(g) 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 lion or encumbrance upon said assets.
(h) 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, which has not been provided for on
said balance sheets or referred to in said balance sheets or disclosed to
LGSP in writing.
<PAGE>
(i) WGR has filed with the appropriate governmental agencies all
forms, notices and tax returns required to be filed by it. 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, 1995,
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,
(j) 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 its financial
statements, and those described in subparagraph 3 (e).
(k) 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.
(l) Since the date of the Financial Statements 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;
(iii) any material and adverse dispute, pending or, to
the knowledge of LGSP threatened, anticipated or contemplated of any kind
with any customer, supplier, source of financing, employee, landlord,
subtenant or licensee of LGSP or any pending or, to the knowledge of LGSP,
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;
<PAGE>
(iv) any pending or, to the knowledge of WGR threatened or
contemplated occurrence or situation of any kind, natuire 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.
(m) 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 LGSP may deem necessary or desirable to effect, perfect or
confirm of record or otherwise in LGSP's shareholders, full right, title
and interest in and to 2,000,000 shares of the issued and outstanding
shares of WGR or to carry out the intent and purposes of the transactions
contemplated hereby.
(n) 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.
(o) 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 LGSP 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.
(p) 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 LGSP 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 LGSP.
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 LGSP
herein and all the terms and conditions of this Agreement to be performed
and complied with shall have been performed and complied with.
<PAGE>
(b) There shall have been no substantial adverse changes in the
conditions, financial, business or otherwise of LGSP from the date of it's
audit 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 LGSP 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) LGSP shall have delivered or caused to be delivered to WGR
copies of all leases, mortgages and notes, which shall be subject to the
approval of WGR, LGSP shall assist in re-negotiation and extension of
leases.
5. Conditions to the Obligations of LGSP. The obligations of LGSP
hereunder are subject to the conditions that:
(a) LGSP 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 2,000,000
shares of common stock to LGSP to be registered and distributed pursuant to
a Registration Statement subject to a Metering Agreement, (ii) approval of
this Agreement, and, (iii) transact such other business as may properly
come before the meeting.
(c) WGR shall have delivered or caused to be delivered to LGSP
audited financial statements for WGR dated December 31, 1996.
(d) WGR shall have filed or caused to be filed with the
appropriate office of the Securities and Exchange Commission WGR's annual
report on Form 10-K for the year ended December 31, 1996.
6. Closing. The closing shall take place at 2:00 p.m., on January 15,
1997, at the offices of LGSP, or at such other time and place as the
parties hereto shall agree upon. WGR shall take control of the properties
and all of its driving range businesses and assets as of January 1st, 1998.
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 LGSP will each
deliver, or cause to be delivered to the other, the securities to be
exchanges 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.
<PAGE>
In addition, the following transactions will take place. WGR will deliver
to LGSP:
(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 LGSP
or LGSP to be performed by WGR have been performed as of the Closing Date.
(c) Duly executed Debentures in the appropriate amounts and issued
fully paid and nonassessable common stock share certificates of WGR to the
Trustee in the amount of 2,000,000 shares.
(d) Cash as required by this agreement.
LGSP will deliver to WGR:
(a) Assignments of leases and title insurance with warranty deeds to
the respective properties.
8. Conduct of Business. Between the date hereof and the Closing,
LGSP shall provide that LGSP conduct its business in the same manner in
which it has heretofore been conducted and LGSP will not permit the
properties 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 LGSP, without first obtaining the written consent of
WGR.
9. Access to the Properties and Books of LGSP. LGSP 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 LGSP and full opportunity to
examine their books and records.
10. Registration Agreement. The parties understand and agree that it
is imperative that the common stock of WGR being received by LGSP be
registered with the SEC under the Securities Act of 1933 within a
reasonable time after the closing. LGSP shall have the right to file a
registration statement for the shares received upon LGSP adopting a plan
for distribution of shares pursuant to a Registration Statement to be filed
with the SEC under the Securities Act of 1933. WGR agrees that it will
cooperate in such filing of a Registration Statement for the shares,
providing signatures when and where necessary, providing necessary
financial information, and promptly reviewing and responding to drafts of
the Registration Statement and comments thereon by the SEC. LGSP shall bear
the costs of such Registration Statement. WGR agrees to request
effectiveness of the Registration Statement when asked by LGSP. The shares
of WGR to be distributed to shareholders of LGSP, shall be held by a
trustee until Registration Statement is effective on Form S-1.
<PAGE>
11. Trade Name Usage for "Legend Sports". WGR shall have the right to
continue to use the trade name "Legend Sports" and or any other name
utilized by Legend Sports, Inc.
12. 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 LGSP 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:
<PAGE>
If to WGR, then:
Donald J. Stoecklein
Worldwide Golf Resources, Inc.
1850 E. Flamingo Rd., Suite 111
Las Vegas, NV 89119
If to LGSP, then:
James T. Staples
c/o Legends Sports, Inc.
237 S. Westmonte Dr., #140
Altamonte Springs, FL 32714
(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 only duly executed this
Agreement on the date first above written.
Worldwide Golf Resources, Inc.
By: /s/ Mac Shahsavar
--------------------------------
Mac Shahsavar, President
Legend Sports, Inc.
By: /s/ James T. Staples
--------------------------------
James T. Staples, President
<PAGE>
EXHIBIT "A"
Altamonte
Legal description to be attached. Property consists of 5 acres
in fee title 13 acres leased. Encumbrance of $1,300,000 +/-
Port Orange
Legal description to be attached. 12 acres of fee simple land.
Encumbrance $200,000; however separate agreement for buyout with stock.
Oviedo
575 Econ River Place, Oviedo, Florida. 20 acres +/-. Leased
property from U.S.F. & G.
Red Bug Lake
Red Bug Lake Road, Orlando, Florida. Leased property 8-15 acres.
<PAGE>
ADDENDUM TO PURCHASE AGREEMENT
THIS ADDENDUM TO PURCHASE AGREEMENT ("Addendum") is dated this 16th
day of January, 1998, by and between, WORLDWIDE GOLF RESOURCES, INC., a
corporation organized and existing under the laws of the State of Nevada
and registered with the U.S. Securities and Exchange Commission ("SEC")
under 12(g) of the Securities and Exchange Act of 1934 (the "Exchange
Act"), (hereinafter referred to as "WGR"), LEGEND SPORTS, INC., a Delaware
Corporation, (hereinafter referred to as "LGSP"), and WORLDWIDE GOLF
CENTERS, INC., a Nevada Corporation, which is a wholly-owned subsidiary of
WGR (hereinafter "WGC"), (hereinafter collectively referred to as "the
parties").
WHEREAS, the parties entered into a Purchase Agreement dated December
19, 1997, and
WHEREAS, the parties acknowledge that the assets which are the subject
of the Purchase Agreement will be owned by WGC, and
WHEREAS, during WGR's due diligence required under the terms of the
Purchase Agreement the following issues were brought to WGR's attention
which; (i) modify the understanding between the parties as pertains to the
assets actually owned by LGSP, (ii) establishes greater liabilities than
were anticipated by the parties, and (iii) create a potential non-
negotiated risk to WGR in this transaction:
1. A Lis Pendens foreclosure action recorded against the Port Orange
property in the approximate amount of $525,000. It is understood that there
is an approximate liability in dispute of $325,000, which is currently the
subject of litigation;
2. The Altamonte Springs property has approximately $260,000 of
default interest, penalties, and attorneys fees which were not negotiated
in the initial contract;
3. A three-day notice to quit was served on LGSP by the Lessor on
the Altamonte property, which notice caused the lease to terminate;
4. The leases on the Red Bug facility was for a shorter term than
originally negotiated.
5. After thorough due diligence the net operating income of the
facilities was substantially less than originally negotiated.
6. The lease on the Oviedo facility is non-assignable. WGR
anticipates contacting the Lessor to assume the lease, but due to the need
to close immediately there is not time to negotiate with the Lessor before
closing, thereby increasing WGR's potential risk factor.
<PAGE>
Based upon the above, the parties agree to amend the Purchase
Agreement as follows:
1. Section 1. Exchange of Securities shall be deleted and the following
inserted in lieu thereof:
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 Ken Dunn, Trustee of the Trust Metering Agreement dated January 15,
1998, 1,500,000 shares of 144 restricted common stock of Worldwide Golf
Resources, Inc. to be issued in two stock certificates in the amount of
750,000 shares each; 750,000 shares to be distributed, pursuant to the
terms of the Trust Metering Agreement, to the Bond/Note Holders, and
750,000 to be distributed to the A & D shareholders of LGSP. In exchange
for the delivering of the two stock certificates, LGSP will deliver or
cause to be delivered to WGC the property and assets described in Exhibit
"A" together with other documents and matters referred to in Paragraph 4.
2. Paragraph 4(d) shall be added as follows:
LGSP agrees to the extent permitted by law, to indemnify and hold WGR and
WGC harmless from and against any and all losses, claims, damages,
liabilities and obligations of any kind and description, including any
reasonable attorney fees incurred by WGR and WGC in investigating,
defending or settling such losses, damages, liabilities and obligations,
arising out of WGR's and WGC's acquisition of the properties described
herein and matters directly related thereto.
WGR and WGC agree to give prompt notice to LGSP once WGR and WGC have
actual knowledge of any claims as to which indemnity shall be sought, and
shall permit LGSP (at their expense) to assume the defense of any such
claim or any litigation resulting therefrom; provided that counsel for
LGSP, who shall conduct the defense of said claim or litigation, shall be
reasonably satisfactory to the WGR and WGR may participate in such defense
at their expense; provided, further, that the failure by WGR to give notice
as provided herein shall not relieve LGSP of their obligations under this
provision except to the extent that the failure results in an omission of
actual notice to LGSP and such person is damaged solely as a result of the
failure to give notice. WGR, in the defense of any such claim or
litigation, shall not, except with the consent of LGSP, consent to the
entry of any judgment or enter into any settlement that does not include as
an unconditional term, the giving by the claimant or plaintiff to LGSP of a
release from all liability in respect to such claim or litigation. In the
event of any claim, or notice of intention to file a claim against WGR or
WGC, which claim is brought within 1 year from the date hereof, the shares
of stock issued by WGR to LGSP, pursuant to the terms hereof, and retained
under the Trust Metering Agreement shall be immediately placed into a
constructive trust, wherein said shares receive a stop transfer notice to
WGR's transfer agent until such time as the claim has been rescinded or
terminated. In the event WGR is placed into a position of incurring costs
related to such claims, then in that event the Trustee shall transfer back
to WGR, at a value of $1 per share, such shares to cover reasonable costs
and or any claims incurred by WGR or WGC.
3. The conditions set forth in Paragraph 5(b) have been satisfied.
4. Paragraph 7(c) shall be deleted in its entirety and the following
inserted in lieu thereof;
<PAGE>
Two duly executed certificates representing 750,000 shares of
common restricted stock of WGR, with appropriate 144 legends.
All other terms and conditions of the Purchase Agreement shall remain in
full force and effect.
LEGEND SPORTS, INC. WORLDWIDE GOLF RESOURCES, INC.
BY: /s/ James Staples BY: /s/ Donald J. Stoecklein
--------------------------- ----------------------------------
James Staples, President Donald J. Stoecklein, President
<PAGE>
ADDENDUM TO PURCHASE AGREEMENT
THIS ADDENDUM TO PURCHASE AGREEMENT ("Addendum") is dated this 24th
day of January, 1998, by and between WORLDWIDE GOLF RESOURCES, INC., a
corporation organized and existing under the laws of the State of Nevada
and registered with the U.S. Securities and Exchange Commission ("SEC")
under 12(g) of the Securities and Exchange Act of 1934 (the "Exchange
Act"), (hereinafter referred to as "WGR"), LEGEND SPORTS, INC., a Delaware
Corporation, (hereinafter referred to as "LGSP"), and WORLDWIDE GOLF
CENTERS, INC., a Nevada Corporation, which is a wholly-owned subsidiary of
WGR (hereinafter "WGC"), (hereinafter collectively referred to as "the
parties").
WHEREAS, the parties entered into a Purchase Agreement dated December
19, 1997 and an Addendum to Purchase Agreement dated January 16, 1998;
WHEREAS, before close of escrow, it was determined that the lease on
the range known as "Oviedo" was in default, an eviction notice was served
and the property taken back by the Lessor, thereby removing the Oviedo
range from the purchase,
WHEREAS, it has been determined that the value of the Oviedo range is
10% of the purchase price, therefore the parties agree to amend the
Purchase Agreement as follows:
1. Section 1. Exchange of Securities shall be deleted and the following
inserted in lieu thereof:
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 or delivered to
Ken Dunn, Trustee of the Trust Metering Agreement dated January 15, 1998,
1,350,000 shares of 144 restricted common stock of Worldwide Golf
Resources, Inc. to be issued in two stock certificates in the amount of
675,000 shares each; 675,000 shares to be distributed, pursuant to the
terms of the Trust Metering Agreement, to the Bond/Note Holders, and
675,000 shares to be distributed to the A & D shareholders of LGSP. In
exchange for the delivering of the two stock certificates, LGSP will
deliver or cause to be delivered to WGC the property and assets described
in Exhibit "A" together with other documents and matters referred to in
Paragraph 4.
2. Paragraph 7(c) shall be deleted in its entirety and the following
inserted in lieu thereof:
Two duly executed certificates each representing 675,000 shares of
common restricted stock of WGR, with appropriate 144 legends.
<PAGE>
All other terms and conditions of the Purchase Agreement shall remain in
full force and effect.
LEGEND SPORTS, INC. WORLDWIDE GOLF RESOURCES, INC.
By /s/James Staples By /s/ Donald J. Stoecklein
----------------------------- -----------------------------------
James Staples, President Donald J. Stoecklein, President
WORLDWIDE GOLF CENTERS, INC.
By /s/ Donald J. Stoecklein
-------------------------------------
Donald J. Stoecklein, Treasurer
