WORLDWIDE GOLF RESOURCES, INC.
1850 E. Flamingo Road, Suite 111
Las Vegas, Nevada 89119
Telephone (702) 866-5880
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
January 15, 1998
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TO THE SHAREHOLDERS OF WORLDWIDE GOLF RESOURCES, INC.
A special meeting of the shareholders of Worldwide Golf Resources,
Inc. will be held at the Corporate Offices located at 1850 E. Flamingo
Road, Suite 111, Las Vegas, Nevada 89119, on January 15, 1998, at 10:00
a.m. Pacific Daylight Time, for the following purposes:
1. To remove Jeffrey B. Johnson as Director of the Corporation.
2. To elect Donald J. Stoecklein to the board of directors to serve
until the next annual meeting and until his successor is
elected and qualified; and,
3. To Amend and Restate the Company Bylaws to comply with the
Nevada Revised Statutes.
4. To Amend the Articles of Incorporation to include Officer
and Director liability limitation pursuant to Nevada Revised
Statutes.
5. To engage the accounting firm of Arthur Anderson & Co. as the
Company's independent auditors.
6. To change the Company's Transfer Agent to Pacific Stock
Transfer, Las Vegas, Nevada.
7. To transact any other business that may properly come before
the meeting or any adjournment of the meeting.
Shareholders of record at the close of business on November 30, 1997
are entitled to notice of and to vote at the meeting.
All shareholders are invited to attend the meeting in person.
<PAGE>
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE
SIGN THE ENCLOSED PROXY CARD AND RETURN IT AS SOON AS POSSIBLE.
By Order of the President,
s/Donald J. Stoecklein
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Donald J. Stoecklein, President
Dated: January 2, 1998
<PAGE>
Worldwide Golf Resources, Inc.
1850 E. Flamingo Rd., Suite #111
Las Vegas, NV 89119
Telephone (702) 866-5880
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PROXY STATEMENT
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For the Annual Meeting of Shareholders
to be held January 15, 1998
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Worldwide Golf
Resources, Inc. (the "Company") of proxies for use at the annual meeting
of the shareholders of the Company, or any adjournments thereof. The
meeting will be held at the Corporate Offices, 1850 E. Flamingo Rd.
Suite #111, Las Vegas, Nevada, on January 15, 1998, at 10:00 a.m. Pacific
Daylight Time, to:
1. Remove Jeffrey B. Johnson as Director of the Corporation.
2. Elect Donald J. Stoecklein to the board of directors to serve
until the next annual meeting and until his successor is elected
and qualified; and,
3. Amend and Restate the Company Bylaws to comply with the Nevada Revised
Statutes.
4. Amend the Articles of Incorporation to include Officer and Director
liability limitation pursuant to Nevada Revised Statutes.
5. To engage the accounting firm of Arthur Anderson & Co. as the
Company's independent auditors.
6. To change the Company's Transfer Agent to Pacific Stock Transfer, Las
Vegas, Nevada
7. To transact any other business that may properly come before the
meeting or any adjournment of the meeting.
Management knows of no other business that may properly come before
the meeting. The above matter No. 1 requires for its approval the
affirmative vote of two-thirds of the shares of the issued and outstanding
shares of the Company and matters Nos. 2, 3, 4, 5 and 6 require for their
approval the affirmative vote of a majority of the shares represented at a
meeting at which a quorum is present.
SOLICITATION OF PROXIES
Enclosed is a proxy card for use in voting shares of Common Stock in
the Company by proxy at the annual meeting of shareholders.
Unless otherwise indicated on the proxy, shares represented at the
meeting by a properly executed proxy, received by the Company in advance
of the meeting, will be voted for each of the nominees for Director shown
on the proxy card. Where a shareholder specifies on a proxy how the
shares represented by the proxy are to be voted, the shares will be voted
in accordance with the specifications made. Any proxy given by a
shareholder may be revoked by the shareholder at any time prior to its use
by filing a written revocation with the Secretary of the Company, by filing
a proxy, duly executed, with the Secretary of the Company bearing a later
date, or by attending the meeting and voting in person. Attendance at the
meeting, in and of itself, will not constitute revocation of a previously
submitted proxy.
<PAGE>
VOTING SECURITIES
The securities entitled to vote at the meeting consist of 50,000,000
shares of Common Stock of the Company, par value $.001. Each share of
Common Stock is entitled to one vote. Only shareholders of record at the
close of business on November 30, 1997, are entitled to notice of and
to vote at the meeting and any adjournment thereof. The number of
outstanding shares at the close of business on November 30, 1997, was
13,157,248 held by approximately 376 shareholders.
This Proxy Statement is being mailed to shareholders beginning
January 5, 1998.
BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of November 30, 1997, Common Stock
ownership of (1) the directors of the Company, (2) the only persons known
to management to be the beneficial owners of more than five percent of the
Common Stock of the Company, and (3) the Company's directors and officers
as a group:
<TABLE>
Amount and Options
Nature of or Other
Title of Name and Address Beneficial Percent Beneficial
Class of Beneficial Owner(1) Ownership of Class Owners(2)(3)
<S> <C> <C> <C> <C>
Common Mahmood Shahsavar 324,500 .0247%
Common ElaineAffleck 10,000 .0008%
Common Seyed Torabian 0 0%
Common Jeffrey B. Johnson 0 0%
Common Donald J. Stoecklein 100,000 .0076%
Common Srini Chary 175,000 .0133%
Common Walter Chomichuk 0 0%
Common Debra K. Amigone 0 0%
Common 3422488 Manitoba 6,160,000 .4682%
251 Sawteaux Crescent
Winnipeg, Manitoba,
Canada R3J 3C7
Common Officers & Directors 609,500 .0463%
(As a group of 5 persons)
</TABLE>
<PAGE>
(1) Addresses are furnished only for those beneficial owners of 5% or
more of the Company's Common Stock.
(2) All beneficial owners have sole voting and investment power over all
of the shares they own, except as indicated in column five and these
footnotes.
(3) The amounts in column three include the amounts in column five.
Mac Shahsavar, an officer and director of the Company, is the controlling
shareholder of 3,422,488 Manitoba Ltd.
REMOVAL OF DIRECTOR
The removal of Jeffrey B. Johnson as director of the Company.
ELECTION OF DIRECTOR
The election of Donald J. Stoecklein as director of the Company, to
serve until the next annual meeting and until his successor is elected and
qualified.
If one or more of the nominees should at the time of the meeting
be unable or unwilling to serve, the shareholders may vote for other
nominees and for any substitute nominee or nominees designated by
the Board of Directors. None of the Directors knows of any reason why
the nominee named would be unavailable to serve. The following table sets
forth information regarding each nominee.
<TABLE>
All Positions Years Served
and Offices as Director
Name With WWG Age Of the Company
<S> <C> <C> <C>
Donald J. Stoecklein President 50 None
</TABLE>
BOARD OF DIRECTORS MEETINGS AND COMPENSATION
Board Meetings
The Board of Directors met 19 times during the fiscal year ended
December 31, 1997. The Board does not have an audit, a compensation nor a
nominating committee.
Director Compensation
For serving on the Board of Directors, each director of the Company
is paid an amount of money per meeting established from time to time by
resolution of the Board of Directors, or the equivalent in common stock
in the Company.
<PAGE>
IDENTIFICATION OF EXECUTIVE OFFICERS
The Company's executive officers are elected annually at the first
meeting of the Board of Directors following each annual shareholders
meeting. The Company's executive officers as of December 15, 1997, were
as follows:
<TABLE>
Name Age Position
<S> <C> <C>
Mac Shahsavar 40 Chairman of the Board
Donald J. Stoecklein 50 President
Seyed Torabian 40 Executive Vice President
Walter Chomichuk 57 Vice President/ International
Debra K. Amigone 44 Secretary/Treasurer
</TABLE>
Summary Compensation
The compensation which the Company paid to the President for services
in all capacities and for the fiscal years indicated, was as follows:
<TABLE>
Name and Principal Position Year Salary Other
<S> <C> <C> <C>
Kenneth L. Maul, Chairman and CEO 1996 6,000
1995 60,000
1994 60,000
1993 60,000
Janet E. Maul, Secretary and Treasurer 1996 1,200
1995 20,400
1994 20,400
1993 20,400
</TABLE>
Insider Participation in Compensation Decisions
The Company has no separate Compensation Committee; the entire Board
of Directors makes decisions regarding executive compensation. Two of
the five directors are officers of the Company. Mac Shahsavar is the
Chairman of the Board and a director and Seyed Torabian is the Executive
Vice President and a Director. Both of them participated in deliberations
of the Company's Board of Directors concerning executive officer
compensation.
Board of Directors Report on Executive Compensation
The Board of Directors has no existing policy with respect to the
specific relationship of corporate performance to executive compensation.
The Board has set executive compensation at what the Board considered to be
the minimal levels necessary to retain and compensate the officers of the
company for their activities on the Company's behalf.
Mac Shahsavar
Elaine Affleck
Srini Chary
Seyed Torabian
Jeffrey B. Johnson
<PAGE>
SELECTION OF AUDITORS
The Board of Directors selected Arthur Andersen & Co. Certified
Public Accountants, as the independent auditor to examine the Company's
financial statements for the fiscal year ended December 31, 1997.
PROPOSALS OF SHAREHOLDERS FOR THE SPECIAL MEETING OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the special
meeting of shareholders' meeting must be received by the Corporate
Secretary, Worldwide Golf Resources, Inc., 1850 E. Flamingo Rd. Suite #111,
Las Vegas, Nevada, prior to January 12, 1998.
OTHER MATTERS
To Amend and Restate the Company Bylaws to comply with the Nevada
Revised Statutes.
To Amend the articles of Incorporation to include Officer and Director
liability limitation pursuant to Nevada Revised Statutes.
To change the Company's Transfer Agent to Pacific Stock Transfer, Las
Vegas, Nevada.
EXPENSES OF PROXY SOLICITATION
The principal solicitation of proxies will be made by mail.
However, certain officers of the Company, none of whom will be
compensated therefore, may solicit proxies by letter, telephone or personal
solicitation. Expenses of distributing this Proxy Statement to
shareholders, which may include reimbursements to banks, brokers and other
custodians for their expenses in forwarding this Proxy Statement, will be
borne exclusively by the Company.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AT YOUR
EARLIEST CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE
MEETING.
/s/ Debra K. Amigone
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Debra K. Amigone
Secretary/Treasurer
<PAGE>
WORLDWIDE GOLF RESOURCES, INC.
PROXY
Special Meeting of Shareholders
January 15, 1998
The undersigned appoints The Board of Directors of Worldwide Golf
Resources, Inc. with full power of substitution, the attorney and proxy
of the undersigned, to attend the special meeting of shareholders of
Worldwide Golf Resources, Inc., to be held January 15, 1998, beginning
at 10:00 a.m., Pacific Daylight Time, at the Corporate offices, 1850
E. Flamingo Road, Suite 111, Nevada, and at any adjournment thereof, and to
vote the stock the undersigned would be entitled to vote if personally
present, on all matters set forth in the Notice of Special Meeting of
Shareholders dated January 2, 1998, a copy of which has been received
by the undersigned, as follows:
1. Vote [ ] Withhold Vote [ ]
for the removal of Jeffrey B. Johnson as director of the Company.
2. Vote [ ] Withhold Vote [ ]
for the election of Donald J. Stoecklein as director of the Company,
to serve until the next annual meeting and until his successor is
elected and qualified
3. Vote [ ] Withhold Vote [ ]
to Amend and Restate the Company Bylaws in accordance with Nevada
Revised Statutes.
4. Vote [ ] Withhold Vote [ ]
to Amend the Articles of Incorporation to include Officer and Director
liability limitation pursuant to Nevada Revised Statutes.
5. Vote [ ] Withhold Vote [ ]
To engage the accounting firm of Arthur Anderson & Co. as the Company's
independent auditors.
6. Vote [ ] Withhold Vote [ ]
To change the Company's Transfer Agent to Pacific Stock Transfer,Las Vegas,
Nevada.
7. In their discretion, upon any other matter that may properly come
before the meeting or any adjournment hereof.
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC
INDICATIONS ABOVE. IN THE ABSENCE OF SUCH INDICATIONS, THIS PROXY, IF
OTHERWISE DULY EXECUTED, WILL BE VOTED FOR EACH OF THE MATTERS SET FORTH
ABOVE.
Date ______________________, 1998 Number of Shares________________
Please sign exactly as your name appears on your stock certificate(s). If
your stock is issued in the names of two or more persons, all of them must
sign this proxy. If signing in representative capacity, please indicate
your title.
___________________________________
Signature
Print Name Here:___________________
___________________________________
Signature
Print Name Here:___________________
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO JANUARY 12, 1998.
