UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Commission file number 33-12664-D
WORLDWIDE GOLF RESOURCES, INC.
(Formerly INFODYNAMX AND JSL, 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 Executive Office Telephone Number)
1850 E. Flamingo Rd. Suite 111
Las Vegas, Nevada 89119
(Address of Principal Executive Office) (Zip Code)
(702) 866-5880
(Registrant's U.S. Telephone Number, Including Area Code)
Consultant and Employee Stock Compensation Plan
(Full Title of the Plan)
(Name and Address of Agent for Service)
Donald J. Stoecklein, President
1850 E. Flamingo Rd. Suite 111, Las Vegas, Nevada 89119
(702) 866-5880
<TABLE>
<S> <C> <C> <C> <C>
Title of Amount to Proposed Proposed Amount of registration
Securities be maximum maximum fee
to be registered Offering aggregate
registered price per offering
share(2) price
Common 500,000 $0.65 $325,000 $95.88
Stock (1)
</TABLE>
1 Represents up to 500,000 shares of common stock to be offered herein.
2 Calculated in accordance with Rule 457(h)(1) using the average of the
bid and asked prices for the common stock on March 17, 1988.
<PAGE>
PROSPECTUS The date of this Prospectus is March 17, 1998
WORLDWIDE GOLF RESOURCES, INC.
(Formerly JSL, Inc.)
Up to 500,000 Shares of Common Stock
Received by Directors, Officers, Consultants and Employees
Under the Company's Consultant and Employee Stock
Compensation Plan and Reoffered by Means of this Prospectus
To Be Sold Either Privately or Through a Broker Transaction
Selling shareholders of Worldwide Resources, Inc., ("Company") will offer
their shares through the over-the-counter market or through NASDAQ, if the
Company's common stock is then included for quotation on NASDAQ. Selling
shareholders, if control persons, are required to sell their shares in
accordance with the volume limitations of Rule 144 under the Securities Act
of 1933, which limits sales by each selling shareholder in any one month
period to the greater of 1% of the total outstanding common stock (or
approximately 165,187 shares after the issuance of the shares herein) or
the average weekly trading volume of the Company's common stock during the
four calendar weeks immediately preceding such sale. It is expected that
brokers and dealers effecting transactions will be paid the normal and
customary commissions for market transactions; however the Shares may be
sold in a private transaction.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus and, if
given or made, such information or representation must not be relied upon
as having been authorized by the Company. Neither the delivery of this
Prospectus nor any distribution of the shares of the Common Stock issuable
under the terms of the Plan shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company
since the date hereof.
This Prospectus does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such offer in such
state.
The securities offered hereby involve a high degree of risk. See "Risk
Factors."
<PAGE>
SUMMARY OF PROSPECTUS
The Company
Worldwide Golf Resources, Inc. (the "Company") was incorporated in Nevada
in April, 1994, which subsequently merged with JSL, Inc., a Delaware
corporation, as a holding company for golf related industries, and on
September 30, 1994, changed its name to Worldwide Golf Resources, Inc. This
prospectus accompanies reoffers by consultants and employees of the Company
of shares of common stock received through the Company's Consultant and
Employee Compensation Plan. The Company, pursuant to the S-8 Registration,
dated this same date, has registered 500,000 of the Company's common stock,
of which all such shares have been received, concurrent herewith, pursuant
to the Company's Consultant and Employee Compensation Plan. The Company's
executive offices in the United States are located at 1850 E. Flamingo Rd.
Suite 111, Las Vegas, Nevada 89119, telephone number (702) 866-5880.
RISK FACTORS
The purchase of the securities offered hereby is subject to risk. Investors
should evaluate these risk factors carefully.
Need for Additional Financing. The Company currently operates through
revenues generated by sales of the Company's products. There is no
assurance that such sales will continue as they have in the past, or will
increase in the future. In order to succeed the Company may require
additional capital for working capital and for marketing. There can be no
assurance that such financing will be available, when required, on
acceptable terms.
Competition. Although the Company believes its products are superior to
those of its present competitors; the market for the Company's new
acquisitions through Worldwide Golf Resources is very large. As such, there
are major companies that have already captured major portions of the golf
product markets. These companies have resources much greater than those of
the Company. There is no assurance that the Company's products will
continue to be competitive in the marketplace.
Markets Uncertain. Despite the business experience of the officers,
directors, and principal shareholders of the Company, and the Company's
products there can be no assurance that markets for the Company's products
will continue to be sizable enough to permit the Company to operate
profitably.
Reliance on Management. All decisions with respect to the management of the
Company will be made exclusively by its officers and directors. To a
large extent, the success of the Company will depend upon the quality of
the management provided by its officers and directors.
Dependence upon Key Personnel. The success of the Company will be largely
dependent on the personal efforts of key employees, officers, and
directors, who are responsible for the development of the business of the
Company. If any of the key employees, officers or directors should, for
whatever the reason, cease to serve the Company, the Company may find it
difficult to find replacements within a short time frame, and thus, the
Company's ability to meet its goals could be adversely affected.
Risk Inherent in Manufacturing. The Company intends to utilize outside
manufacturing firms to manufacture its product, to the extent that such
firms will be unable to fulfill the demand placed upon them by the Company,
there is a risk that backorders for the Company's product could develop,
causing the Company to seek additional firms to manufacture it's product.
Shortage of Equipment and Price Escalations. The Company may contract with
independent manufacturing companies. A shortage of necessary equipment or
a high demand for qualified materials could seriously handicap the
operations of the Company by delaying or curtailing planned distributions
of the Company's products.
Factors Affecting Operating Results. The manufacture and distribution of
the type of product the Company is involved with is not an exact science
and inevitably involves a significant degree of uncertainty, particularly
with respect to the quantity of products demanded by the market place.
There can therefore be no assurance that the Company's activities will
result in the economical production and sales of its products. Moreover,
the operating results of the Company may be adversely affected by other
factors such as changes in material costs, shortages of equipment, and
increased shipping costs.
<PAGE>
Company Capitalization. To the extent that the funding may be insufficient
to meet expenses, the Company may be required to obtain the funds through
additional borrowings by raising funds through selling equity interests in
the Company. Management believes that operating profits can be generated,
but both the acquisition of properties and any return to Shareholders may
take considerably longer than anticipated.
Forward-Looking Statements and Associated Risks
This Form S-8 contains forward-looking statements made pursuant to the safe
harbor provisions of the Securities Litigation Reform Act of 1995. These
forward-looking statements are based largely on the Company's expectations
and are subject to a number of risks and uncertainties, many of which are
beyond the Company's control, including but not limited to, economic,
competitive and other factors affecting the Company's operations, markets,
products and services, expansion strategies and other factors discussed
elsewhere in this report and the documents filed by the Company with the
Securities and Exchange Commission. Actual results could differ materially
from these forward-looking statements. In light of these risks and
uncertainties, there can be no assurance that the forward-looking
information contained in this report will in fact prove accurate. The
Company does not undertake any obligation to revise these forward-looking
statements to reflect future events or circumstances.
PART I
General
Worldwide Golf Resources, Inc. (the Company) was incorporated in
Nevada in April, 1994, which subsequently merged with JSL, Inc., a Delaware
corporation, as a holding company for golf related industries, and on
September 30, 1994, changed its name to Worldwide Golf Resources, Inc. The
Company is engaged in four primary business segments in golf-related
product and services industries; the manufacturing of golf driving range
equipment, the manufacturing and installation of synthetic turf for driving
ranges, the operation of a golf course and country club, and the
manufacture and distribution of a golf training device. The Company is
also actively pursuing the acquisition and development of driving
range/teaching facilities and completed the acquisition of three ranges in
the first quarter of 1998. This program includes the purchase and remodel
of active facilities, as well as the development of state-of the-art
facilities throughout the country. The Company has implemented a new
management team, which it believes will enable the Company the opportunity
to compete with industry leaders.
Certain acquisitions involved the Company acquiring certain Patent
rights from the inventor (Patent Issued) as listed below in the Patents,
Copyrights, Trademarks and Trade Secrets section of this item. A more
detailed description of the Company's various business segments is found in
the Financial Information About Industry Segments and Narrative Description
of Business sections below.
The Company's executive offices in the United States are located at
1850 E. Flamingo Rd., Suite 111, Las Vegas, Nevada; telephone (702) 866-
5880.
Financial Information About Industry Segments.
The company is currently engaged in four primary business segments in
golf-related product industries; the manufacturing and installation of
synthetic turf for driving ranges (73%), the operation of a golf course and
country club (26%), and the manufacture and distribution of a golf training
device (0%).
Expanded information on each of the operating segments and its
respective markets is set forth in the following section, Narrative
Description of Business.
<PAGE>
Narrative Description of Business.
Synthetic Turf Manufacturing, Sales and Installation
The Company's synthetic turf manufacturing subsidiary's operation,
formerly American Turf Manufacturing, Inc., is now operating under a new
corporate entity, Worldwide Golf Resources, Inc., a Georgia Corporation
d.b.a. American Turf.
The development of synthetic or artificial turf surfaces provides new
opportunities in the construction and development of driving ranges in
those regions which experience extreme variances in climate, such as arid
climate or drought, excessive or heavy rainfall, and/or grass disease.
Synthetic turf is "community friendly" as it does not require any
fertilizing, fungicides, or pesticides. Since water scarcity is becoming a
more significant issue in many regions, synthetic turf may become the only
avenue in which governmental authorities will grant a permit for building a
new driving range. The division currently has five large installation jobs
in progress, is negotiating seven large contracts, and has multiple other
leads. The Company believes revenues will continue to increase as they
have in the past. With over 2,000,000 square feet of turf installation in
progress, a conservative estimate is for the revenues to double in the next
year.
Worldwide Golf Resources, Inc., a Georgia Corporation, earned revenues
for the first nine months of 1997 of $1,256,481, an increase of $78,963
(7%) from $1,177,518 in the first nine months of 1996. The Georgia
subsidiary provided 70% of the Company's first nine months revenues. The
net loss for the first nine months of 1997 increased $71,699 (31%) to
$300,540 from $228,841 in the first nine months of 1996. The increase was
primarily due to an increase in cost of sales, due to inventory adjustments
and increased costs.
Golf Driving Range Equipment Manufacturing, Sales and Installation
The golf driving range equipment manufacturing, sales and installation
is effected through Advanced Golf Systems, Inc. d.b.a. Range Master of
Temecula, California. Net sales for the third quarter ended September 30,
1997, were $6,043 a decrease of $94,478 (94%) from $100,521 in the third
quarter of 1996. The reduction in sales was due primarily to restrictions
of working capital, and the closing of the operation. Range Master provided
1% of the Company's third quarter revenues. The net loss for the third
quarter of 1997 decreased $93,866 to $27,514 from $121,380 in the third
quarter of 1996.
Net sales for the nine months ended September 30, 1997, were $286,696,
a decrease of $152,386 (35%) from $439,082 in the first nine months of
1996. The net loss for the first nine months of 1997 decreased $11,205 to
$232,543 from $243,748 in the first nine months of 1996. Advanced Golf
Systems, Inc. provided 16% of the Company's first nine months revenues.
After review of the operation by the new management, the Company has
decided this division would require a large amount of the Company's working
capital to continue operations. The decision has been made by the new
Management to dissolve the wholly owned subsidiary Advanced Golf Systems,
Inc, d.b.a. Range Master. The Company feels that this decision will enable
the Company to move forward into a new direction which will offer the most
value to its shareholders. The driving range equipment industry does not
provide a large return on investment. However, the Company may continue to
manufacture equipment for its own facilities. This will provide the
Company an opportunity to reduce costs at all facilities developed and/or
acquired in the future. With the reduction in marketing and sales expenses
of this equipment, the Company may focus additional capital on its golf
driving range facility acquisitions and development program.
<PAGE>
Country Club and Golf Course
Pelican Beach Golf Course and Country Club, located in Gimli,
Manitoba, Canada, was acquired by the Company on February 1, 1997. The Golf
Course recorded sales of $154,163 during the third quarter of 1997. The net
loss for the third quarter of 1997 was $11,010. Pelican Beach Golf Course
provided 26% of the Company's third quarter revenues. The Golf Course
recorded sales of $216,014 through the third quarter of 1997. Pelican Beach
Golf Course provided 12% of the Company's first nine months revenues. The
net loss for the first nine months of 1997 was $28,942. The loss was due
primarily to increased operating expenses due to opening activity.
The Country Club showcases a 12,000 square foot, three-level clubhouse
which accommodates a pro-shop, a state of the art family amusement center,
two cocktail lounges, and a large open seat restaurant. The third floor's
principal attraction will be Video Lottery Terminal machines and off-track
horse race betting. This facility sustains year-round operations;
complementing winter activities such as cross-country skiing and
snowmobiling, which enables the Company to maintain year-round revenues.
Golf Training Device Manufacture, Sales and Distribution
On October 23, 1997, the Company completed the acquisition of 100% of
680104 Alberta, Ltd. doing business as GolfJack. GolfJack is a state of
the art, patented golf training and practice device that will
"revolutionize the driving range" allowing the user to create any type of
uphill, sidehill, and downhill lies.
The Company has assembled a distribution network with over twenty-five
(25) of the golf industry's top sales representatives, including PGA Master
Professional, and 1991 PGA of America Teacher of the Year, Michael Hebron.
Mr. Hebron has also given his endorsement to the product along with various
other teaching professionals, PGA, and LPGA stars, such as 1997 Alpine
Australian Ladies Master Champion, Gail Graham. According to Mr. Hebron,
"Learning golf just got easier with the GolfJack. Finally.a way to bring
the golf course to the practice tee."
Prior to the acquisition of GolfJack, the Company analyzed the past
performance and future pro forma for the GolfJack. The GolfJack presented
the Company an opportunity to gain control of a state-of-the-art teaching
device that belongs in the next generation of driving range facilities and
golf courses. When people want to practice the game of golf, they need to
simulate real game situations as best as they can; the GolfJack allows
this. At the PGA Show in Las Vegas, the GolfJack attracted every industry
leader in an exciting display of what the potential market is for this
patented technology. At the January '98 PGA show in Orlando, Florida, the
Company received over 65 orders and made numerous contacts.
After analyzing the cost structure of the device, the Company felt the
return on investment received from this operation would more than satisfy
the Company. The Company reviewed the direct competitors to the GolfJack
and found that there are no other devices that combine the easiness of the
GolfJack's one-touch control and the GolfJack's uniquely stable design and
balanced structure.
The most exciting aspect of this acquisition lies in the future. As
driving range facilities advance, they are evolving with state-of-the-art
equipment which makes the range experience as true to golf game situations
as possible. The synthetic turf industry, such as that provided by
American Turf, looks and plays like real grass. Impact greens allow shots
to land as they would on any golf course in the country. Sand bunkers
allow the practicing of trap shots. The next step in the range industry is
already underway, and it lies in the ability to practice uphill, downhill,
and sidehill shots at the touch of a button.
As the Company expands within the driving range facility market, it
possesses the ability to showcase this patented technology in all of its
facilities at minimal cost. There has been great response internationally,
including Southeast Asia, for the product. An international marketplace
enables the Company unlimited sales potential.
<PAGE>
Golf Centers
Worldwide Golf Resources, Inc., through its subsidiary, Worldwide Golf
Centers, Inc., operates golf centers designed to provide a wide variety of
practice opportunities, including facilities for driving, chipping,
putting, pitching and sand play. In addition, the Company's golf centers
typically offer golf lessons instructed by PGA-certified golf professionals
and, in some cases, full-line pro shops and other amenities to encourage
family participation.
For many years the Company has been a leader in providing other
facilities with its quality products. The proactive approach being
undertaken by the new management of the Company realizes that we should be
using the advantages of these quality products at our own facilities, as
well as other facilities.
The ability to supply these facilities with products at cost will
instantly allow it to gain a competitive advantage over competition and
show higher return on investments. As the Company's driving range
development program accelerates, it will also reap the benefits of
economies of scale, and volume discounts, for the products it will need to
purchase (range balls, tee dividers, etc.), allowing for increased margins.
This development program has in fact developed out of the Company's
experience as the leading, one-stop supplier of range facility products.
From this experience, the next obvious step was for the Company to enter
the market as an owner and management company for these facilities
throughout the country.
The Company feels that acquisitions can be grouped together on a
regional basis. Consulting with experts from regional areas throughout the
country, the Company believes that groups of 7-12 ranges per region can be
acquired throughout five regions, the East, Southeast, Midwest, Northwest,
and most importantly Southwest.
The first step in this golf center development program took place in
January 1998, with the acquisition of three golf centers in the Orlando
Florida area.
Raw Materials.
Raw materials used in the manufacturing of the business segments are
available from a large number of competitive suppliers. Therefore, the
Company believes that no single vendor would pose any material adverse risk
either as to price or supply of raw material.
Industry Conditions.
As of July 1, 1996, the National Golf Foundation (NGF) estimates that
there were 1,732 stand-alone golf ranges (those not attached to an 18-hole
course); the Golf Range & Recreation Association of America puts the number
closer to 2,100. Both agree, however, that the number of centers continues
to increase with demand. According to research from Forecast Golf Group,
Inc., there is sufficient demand to support up to 3,500 freestanding golf
driving ranges in the United States. In 1994, according to the NGF, the
dollars spent on range balls per visit averaged $6.25; there were 11.5
million users and visits per user averaged four to five. These figures
indicate that golf range industry revenues were $288-$360 million in 1994.
The Golf Range & Recreation Association estimates industry revenues from
driving range sales at $500 million in 1996. Ladenburg Thalman & Co., Inc.
believes there is an important distinction in newly built and renovated
centers in that they incorporate activities for the entire family, i.e.,
miniature golf, batting cages, video games and snack bars. They also
believe that the added revenue sources that larger operations are
incorporating into their centers will boost total industry sales to $1
billion by the end of the decade. The National Golf Foundation reports
that the commercial golf range supply in the U.S. is divided into three
sections: large (51+ tees)-21%, medium (21-50 tees)-59%, and small (1-20
tees)-20%.
<PAGE>
The new management's decision to move aggressively into this lucrative
market shows its desire to exploit its knowledge, leadership, and
relationships in the driving range facility industry. Management believes
the Company has the foundation to achieve optimum shareholder value. As
the Company acquires facilities, all segments of its operation will
benefit. As it gains a share of this $1 billion market, the Company will
gain the ability to finance future acquisition with strong operating
revenues. The Company believes the time is right to gain entrance into
this market, as well as continue its acquisitions of quality companies with
high investment returns.
Competition.
The synthetic turf division faces several substantial competitors but
has mitigated that to some extent by focusing on golf driving ranges where
its specialization has presented a market niche for its products.
Although the Company believes its products to be superior to those of
its present competitors; the market for the Company's new acquisitions is
very large. As such, there are major companies that have already captured
major portions of the golf product markets. At present, several of these
companies have resources much greater than those of the Company.
Therefore, there is no assurance that the Company's products will continue
to be competitive in the marketplace.
Federal and State Regulation.
The Company and its various business segments are subject to the
regular Federal and State regulations, including hiring practices, workers'
safety, etc. Management believes it is in compliance with all regulatory
requirements.
Patents, Copyrights, Trademarks and Trade Secrets.
The Company has obtained the following Patents, Trademarks an Trade
Secrets for its golf-related businesses:
<TABLE>
Business Segment Country Type Number Date Issued
<S> <C> <C> <C> <C>
Las Vegas Golf Magazine USA CR 12/08/93
The Las Vegas Golf Guide USA CR 12/08/93
Tour Precision, Inc. USA TM 12/08/93
Golf Auto Tee USA P P#5,351,964 12/08/93
GolfJack USA #5,527,042
</TABLE>
Employees.
As of December 31, 1997, the Company employed approximately 6 employees in
the State of Nevada, 8 employees in the State of Georgia and 25 employees
in the Canada. None of such employees is covered by a collective
bargaining agreement. The Company believes that its relationship with its
employees is satisfactory.
<PAGE>
Recent Developments.
The Company has implemented a change in management in order to focus
its attention on the growing golf driving range industry. The Company
believes it has the management, resources, and a capital funding program
that will allow it to acquire or develop an average of one range facility
per month. These facilities are anticipated to include driving ranges,
teaching facilities, and family-oriented recreational facilities. As a
leader in the supply of range products, including synthetic turf, for many
years, and its recent acquisition of 680104 Alberta Ltd. d.b.a. GolfJack,
the Company feels the time is right to vertically integrate into the
development, acquisition, ownership and management of driving range
facilities throughout the country. The ability to supply these facilities
with products at cost will instantly allow it to gain a competitive
advantage over competition and show higher return on investments. As the
Company's driving range development program accelerates, it will also reap
the benefits of economies of scale, and volume discounts, for the products
it will need to purchase (range balls, tee dividers, etc.), allowing for
increased margins. The new management's decision to move aggressively into
this lucrative market shows its desire to exploit its knowledge,
leadership, and relationships in the driving range facility industry.
Management believes the Company has the foundation to achieve optimum
shareholder value. As the Company acquires facilities, all segments of its
operation will benefit. As it gains a share of this $1 billion market, the
Company will gain the ability to finance future acquisition with strong
operating revenues. The Company believes the time is right to gain
entrance into this market, as well as continue its acquisitions of quality
companies with high investment returns.
The company recently acquired the patents to the GolfJack. The
product allows a golfer to practice some of the most difficult shots in the
game, uphill, sidehill, and downhill lies. The product features a closed
circuit hydraulic system that uses the golfer's weight to shift the mat up,
down, sideways, or any of those combinations, and to any degree. The
company has received significant interest in the product from the
individual golfer to golf driving ranges.
Management
<TABLE>
AGE POSITION HELD-RELATIONSHIP
NAME AND ADDRESS
<S> <C> <C>
Mac Shahsavar 40 Chairman of the Board,
1850 E. Flamingo Rd. Suite 111 Director
Las Vegas, Nevada 89119 Chief Executive Officer
Dr. Shrini Chary 52 Director
1850 E. Flamingo Rd. Suite 111
Las Vegas, Nevada 89119
Donald J. Stoecklein 50 President, Director
1850 E. Flamingo Rd. Suite 111
Las Vegas, Nevada 89119
Debbie Amigone 44 Secretary/Treasurer
1850 E. Flamingo Rd. Suite 111
Las Vegas, Nevada 89119
Seyed Torabian 40 Director
1850 E. Flamingo Rd. Suite 111
Las Vegas, Nevada 89119
Elaine Affleck 65 Director
1850 E. Flamingo Rd. Suite 111
Las Vegas, Nevada 89119
Walter G. Chomichuk 57 Vice President/ International
1850 E. Flamingo Rd. Suite 111
Las Vegas, Nevada 89119
</TABLE>
<PAGE>
Mac Shahsavar, Chairman of the Board, Director, and Chief Executive Officer
of the Company. Mr. Shahsavar is currently President and CEO of National
Healthcare Manufacturing Corp., a Nasdaq company. National Healthcare
Manufacturing Corp. is a provider of medical supplies. Prior to serving as
President of National Healthcare Manufacturing Corp., Mr. Shahsavar was
President and CEO of Excelco Systems, Inc..
Dr. Srini Chary, a Director of the Company, is currently President of
Insoca, Inc., a Canadian investment company. Dr. Chary is currently
practicing medicine in Canada.
Donald J. Stoecklein, President and Director of the Company. Mr. Stoecklein
is an Attorney licensed in the State of California. He has served as an
officer and director of several public companies.
Seyed Torabian, Director of the Company. Mr. Torabian is Vice President of
National Healthcare Manufacturing Corp. Prior to his position with National
Healthcare Manufacturing Corp., Mr. Torabian was President of Paymon
Trading, Inc., an importer, wholesaler and distributor of gifts and
souvenir products in Western Canada.
Growth Strategy.
As seen in the Recent Developments section above, Worldwide Golf
Resources, Inc. will simultaneously seek to further capitalize on the
synergism achieved through the development of the current complimentary
business segments and to review additional opportunities in golf-related
industries.
Legal Proceedings
The Company is involved in legal proceedings in the ordinary course of
its business, however, such litigation is not considered to be material.
Submission of Matters to Vote to Shareholders
On January 15, 1998, the shareholders removed Jeff Johnson as Director of
the Company and elected Donald J. Stoecklein to the Board of Directors.
At that same meeting on January 15, 1997, the shareholders voted on a stock
option plan whereby management is provided the authority to issue up to
5,000,000 shares of options in the Company's common stock. The
shareholders also authorized 25,000,000 shares of Preferred Stock which
shall be governed by the Board of Directors.
Properties.
The following table sets forth information regarding the Company's leased
properties, all of which are fully utilized:
<TABLE>
Annual
Building Rental
Location Use Square Feet Payment
<S> <C> <C> <C>
Las Vegas, Nevada Executive Offices 2,865 $60,165
Rome, Georgia Turf Manufacturing 15,200 $18,000
</TABLE>
<PAGE>
OFFERING SHAREHOLDERS
PART II
Item 3. Information with Respect to the Company
This prospectus is accompanied by the Company's Form 10K for the year ended
December 31, 1996, and its latest Quarterly Reports filed subsequent
thereto, for the quarter ending September 30, 1997, These Annual, Quarterly
and Current Reports, as well as all other reports filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, are hereby incorporated by reference in this prospectus and
may be obtained upon the oral or written request of any person to the
Company at 1850 E. Flamingo Rd. Suite 111, Las Vegas, Nevada 89119,
telephone number (702) 866-5880
Incorporation of Documents by Reference.
The registrant incorporates the following documents by reference in this
Registration Statement:
(a) The registrants Annual Report on Form 10-K filed for the year ended
December 31, 1996;
(b) The registrants Quarterly Report on Form 10-Q for the quarter ending
June 30, 1997.
(c) The registrants Quarterly Report on Form 10-Q for the quarter ending
September 30, 1997.
(d) A description of securities from the registrants Registration Statement
on Form S-18 File No. 33-12664-D filed pursuant to the Securities Act
of 1933; and
(e) The registrants filed 8-K on November 5, 1997.
(f) The registrants filed Form S-8 on November 24, 1997
(g) The registrants filed 8-K on December 22, 1997
(h) The registrants filed Form DEFS14A on January 5, 1998
(i) The registrants filed 8-K on January 21, 1998
(j) The registrants filed 8-K on March 6, 1998.
Item 4. Description of Securities
General
A description of securities is incorporated by reference from the
registrants Registration Statement on Form S-18, File No. 33-12664-D.
The Company's authorized capitalization is 75,000,000 shares, consisting of
50,000,000 shares of Common Stock, par value $.0001 per share, and
25,000,000 shares of Preferred Stock, par value $.001, of which 16,018,748
shares of common stock are issued and outstanding. No preferred stock has
been issued.
Common Stock
Holders of Common Stock are entitled to one vote per share on each matter
submitted to vote at any meeting of shareholders. Shares of Common Stock
do not carry cumulative voting rights and therefore, holders of a majority
of the outstanding shares of Common Stock will be able to elect the entire
board of directors and, if they do so, minority shareholders would not be
able to elect any members to the board of directors. The Company's board
of directors has authority, without action by the Company's shareholders,
to issue all or any portion of the authorized but unissued shares of Common
Stock, which would reduce the percentage ownership of the Company of its
shareholders and which may dilute the book value of the Common Stock.
Shareholders of the Company have no pre-emptive rights to acquire
additional shares of Common Stock. The Common Stock is not subject to
redemption and carries no subscription or conversion rights. In the event
of liquidation of the Company, the shares of Common Stock are entitled to
share equally in corporate assets after satisfaction of all liabilities.
Holders of Common Stock are entitled to receive such dividends as the board
of directors may from time to time declare out of funds legally available
for the payment of dividends. The Company has not paid dividends on its
Common Stock and does not anticipate that it will pay dividends in the
foreseeable future.
<PAGE>
Submission of Matters to a Vote of Security Holders
At a special meeting of shareholders' January 15, 1998, Jeffrey B. Johnson
was removed as a Director of the Company and Donald J. Stoecklein was
elected to the Board of Directors.
The Company is involved in legal proceedings in the ordinary course of its
business, however, such litigation is not considered to be material.
Item 5. Interests of Named Experts and Counsel
NA
Item 6. Indemnification
Section 78.751 of the Nevada General Corporation Laws provides as
Follows:
78.751. Indemnification of officers, directors, employees and agents;
advancement of expenses.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action ,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director , officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or a
matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
<PAGE>
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so orders,
by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to
the act, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
5. The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the corporation.
The provisions of this subsection do not affect any rights to advancement
of expenses to which corporate personnel other than directors or officers
may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the certificate or articles of incorporation or any bylaws,
agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection
2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer
if a final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
(b) Continues for a person who ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
The March 2, 1997 Stock Award Plan contains provisions indemnifying
those same persons in their capacities as administrators of the Plan.
Worldwide does not have insurance to indemnify its offices and directors in
accordance with any of the above.
Item 7. Exemption From Registration Claimed.
All of the shares were exempt from the registration requirements of the
Securities Act of 1933 as amended by virtue of Section 4(2) thereof
covering transactions not involving any public offering or not involving
any "offer" or "sale". As a condition precedent to each sale or gift the
respective purchaser was required to execute an investment letter and
consent to the imprinting of a restrictive legend on each stock certificate
received from the registrant.
<PAGE>
Item 8. Exhibits.
3.1 Articles of Incorporation of registrant, as amended (1).
3.2 Bylaws (2).
5 Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality
of shares being issued (3).
10 Consultant and Employee Stock Compensation Plan (3).
24 Consent of Donald J. Stoecklein, Attorney-at-Law, (contained in its
opinion filed as Exhibit 5 to this Registration Statement (3).
__________________________________________
(1) Incorporated by reference from the registrants Registration Statement
on Form S-18, File No. 33-12664-D; Articles of Amendment reflecting the
name change from JSL, Inc. to Infodynamx Corporation, dated April 15, 1994;
Articles of Amendment reflecting the name change from Infodynamx
Corporation to Worldwide Golf Resources, Inc., dated September 30, 1994.
(2) Incorporated by reference from the registrants Registration Statement
on Form S-18, File No. 33-12664-D.
(3) Filed herewith.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement, including (but not limited to)
any addition or election of a managing underwriter.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities offered at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
referring to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will,
unless in the opinion of its counsel that matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on
this 17th day of March, 1998.
WORLDWIDE GOLF RESOURCES, INC.
By :/s/Donald J. Stoecklein
___________________________
Donald J. Stoecklein, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 17, 1998.
Signature Title Date
/s/Donald J. Stoecklein President, Director March 17, 1998
- -----------------------
Donald J. Stoecklein
/s/Debbie Amigone Secretary, Director March 17, 1998
- -----------------------
Debbie Amigone
<PAGE>
EXHIBIT 5 AND 24
Opinion and Consent of
Donald J. Stoecklein
<PAGE>
ATTORNEY AT LAW
Telephone (702) 794-2590
Facsimile (702) 794-0744
DONALD J. STOECKLEIN
Practice Limited to Federal Securities
- --------------------------------------------------------------------------------
1850 E. Flamingo Rd. Suite 111, Las Vegas, Nevada 89119
March 17, 1998
Mr. Donald J. Stoecklein
President
WORLDWIDE GOLF RESOURCES, INC.
1850 E. Flamingo Rd. Suite 111
Las Vegas, Nevada 89119
RE: REGISTRATION STATEMENT ON FORM S-8
Dear Mr. Stoecklein:
You have requested our opinion as to the legality of the registration by
you, Worldwide Golf Resources, Inc., (the "Corporation") of up to 500,000
shares of Common Stock ( the "shares") pursuant to a Registration
Statement, dated March 17, 1998 on Form S-8 ( the "Registration Statement")
to be filed on March 18, 1998:
As your counsel we have reviewed and examined:
1. The Articles of Incorporation of the Corporation, as amended (the
"Articles");
2. The Bylaws of the Corporation, as certified by the Secretary of the
Corporation;
3. The Resolutions of the corporation authorizing the registration;
4. The minute book of the Corporation;
5. The Corporation's 10-K for 1996;
6. The Corporation's 10-Q for quarter ending June 30, 1997;
7. The Corporation's 10-Q for quarter ending September 30, 1997;
8. The Form S-18 Registration Statement;
9. The Form S-8 Registration Statement dated March 17, 1998;
10. The Consultant and Employee Stock Compensation Plan; and
11. Such other matters as we have deemed relevant in order to form our
opinion.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted to us as an original,
the conformity to the original of any document or instrument submitted to
us as a copy, and the genuineness of all signatures on such originals or
copies.
<PAGE>
Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that the Shares, if issued and sold as
described in the Registration Statement (provided that at least par value
is paid for the shares): (i) will have been duly authorized, legally
issued, fully paid and nonassessable, (ii) when issued will be a valid and
binding obligation of the corporation, and (iii) do not require a permit
from any governmental agency.
Our opinion is subject to the qualification that no opinion is expressed
herein as to the application of the state securities or Blue Sky laws.
This Opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by,
delivered to, or quoted in whole or in part to any governmental agency or
other person without our prior written consent.
Notwithstanding the above, we consent to the use of our opinion in regards
to the Request to Transfer Agent for transfer of the above referred to
shares.
Yours Very Truly,
/s/Donald J. Stoecklein
Donald J. Stoecklein
<PAGE>
EXHIBIT 10
CONSULTANT AND EMPLOYEE STOCK OPTION PLAN
THE AMENDED MARCH 1998 CONSULTANT
AND
EMPLOYEE STOCK COMPENSATION PLAN
Worldwide Golf Resources, Inc.
I.
Purpose of the Plan.
The purpose of this Plan is to further the growth of Worldwide Golf
Resources, Inc. ("Worldwide") by allowing the Company to compensate
officers, directors, consultants and certain other persons providing bona
fide services to the Company, through the award of Worldwide's common
stock.
II.
Definitions
Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:
1. "Award" means any grant of Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of Worldwide Golf
Resources, Inc., formerly Infodynamx Corporation.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the common stock, par value $ .0001 per share, of
Worldwide Golf Resources, Inc.
5. "Date of Grant" means the day the Board of Directors authorizes the
grant of an Award or such later date as may be specified by the Board of
Directors as the date a particular Award will become effective.
6. "Employee" means any person or entity that renders bona fide services to
the Company (including, without limitation, the following: a person
employed by the Company in a key capacity; an officer or director of
Worldwide Golf Resources, Inc. or one or more Subsidiaries; a person or
company engaged by the Company as a consultant; or a lawyer, law firm,
accountant or accounting firm.
7. "Subsidiary" means any corporation that is a subsidiary with regard to
Worldwide Golf Resources, Inc. as that term is defined in Section 424(f)
of the Code.
III.
Effective Date of the Plan
The effective date of this Amended Plan is March 17, 1998.
<PAGE>
IV.
Administration of the Plan
The Board of Directors will be responsible for the administration of this
Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan, the Board of Directors shall have full authority
and sole and absolute discretion to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all
other determinations which it believes to be necessary or advisable in
administering this Plan. The determinations of the Board of Directors on
the matters referred to in this Section shall be conclusive. The Board of
Directors shall have sole and absolute discretion to amend this Plan. No
member of the Board of Directors shall be liable for any act or omission in
connection with the administration of this Plan unless it resulted from the
member's willful misconduct.
V.
Stock Subject to the Plan
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 500,000 shares. The purpose of this Plan is to
provide for 500,000 shares of Common Stock. The Common Stock which is
issued on grant of awards may be authorized but unissued shares or shares
which have been issued and reacquired by Worldwide Golf Resources, Inc. The
Board of Directors may increase the maximum number of shares of Common
Stock as to which Awards may be granted at such time as it deems advisable.
VI.
Persons Eligible to Receive Awards
Awards may be granted only to Employees, or Consultants of the Company,
whether individual or corporate.
VII.
Grants of Awards
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Employees or
Consultants Awards are to be granted, and the number of shares of Common
Stock as to which awards granted to each Employee or consultant will
relate. No grant will be made if, in the judgment of the Board of
Directors, such a grant would constitute a public distribution within the
meaning of the Securities Act of 1933, as amended (the "Act"), or the
rules and regulations promulgated thereunder.
VIII.
Delivery of Stock Certificates
As promptly as practicable after authorizing the grant of an Award,
Worldwide Golf Resources, Inc. shall deliver to the person who is the
recipient of the Award, a certificate or certificates registered in that
person's name, representing the number of shares of Common Stock that were
granted. If applicable, each certificate shall bear a legend to indicate
that the Common Stock represented by the certificate was issued in a
transaction which was not registered under the Act, and may only be sold or
transferred in a transaction that is registered under the Act or is exempt
from the registration requirements of the Act.
IX.
Employment
Nothing in this Plan or in the grant of an Award shall confer upon any
Employee or consultant the right to continue in the employ of the Company
nor shall it interfere with or restrict in any way the rights of the
Company to discharge any employee at any time for any reason whatsoever,
with or without cause.
<PAGE>
X.
Laws and Regulations
The obligation of Worldwide Golf Resources, Inc. to sell and deliver shares
of Common Stock on the grant of an Award under this Plan shall be subject
to the condition that counsel for Worldwide be satisfied that the sale and
delivery thereof will not violate the Act or any other applicable laws,
rules or regulations.
XI.
Withholding of Taxes
If subject to withholding tax, the Company shall be authorized to withhold
from an Employer's salary or other cash compensation such sums of money as
are necessary to pay the Employee's withholding tax. The Company may elect
to withhold from the shares to be issued hereunder a sufficient number of
shares to satisfy the Company's withholding obligations. If the Company
becomes required to pay withholding tax to any federal, state or other
taxing authority as a result of the granting of an Award and the Employee
fails to provide the Company with the funds with which to pay that
withholding tax, the Company may withhold up to 50% of each payment of
salary or bonus to the Employee (which will be in addition to any other
required or permitted withholding), until the Company has been reimbursed
for the entire withholding tax it was required to pay.
XII.
Reservation of Shares
Worldwide shall at all times keep reserved for issuance on grant of awards
under this Plan a number of authorized but unissued or reacquired shares
of Common Stock equal to the maximum number of shares Infodynamx may be
required to be issued on the grant of Awards under this Plan.
XII.
Termination of the Plan
The Board of Directors may suspend or terminate this Plan at any time or
from time to time, but no such action shall adversely affect the rights of
a person granted an Award under this Plan prior to that date.
XIV.
Delivery of Plan
A Copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors
authorizing the granting of the Award and establishing the terms, if any,
of participation.
No dealer, salesman, or any other person has been authorized by the Company
to give any information or to make any representations other than those
contained in this Prospectus in connection with the offering made hereby,
and if given or made, such information or representations must not be
relied upon. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than those
specifically offered hereby or an offer to sell, or a solicitation of an
offer to buy, to any person in any jurisdiction in which such offer or
sale would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since any of
the dates as of which information is furnished or since the date of this
Prospectus.
