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) May 19, 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 Executive Office Telephone Number)
1850 E. Flamingo Rd., Suite 111
Las Vegas, Nevada 89119
Address of United States Office) (Zip Code)
(702) 866-5880
(Registrant's U.S. Telephone Number, Including Area Code)
Copies To:
Mac Shahsavar Donald J. Stoecklein
President Legal Counsel
251 Saulteaux Crescent 1850 E. Flamingo Rd., Suite 111
Winnipeg, MB, Canada Las Vegas, Nevada 89119
(204) 885-5555 (702) 794-2590
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Worldwide Golf Resources, Inc. Page Two
Item No. 1. Changes in Control of Registrant.
On May 19, 1998, the Board of Directors made the following changes:
1. Mac Shahsavar was elected President
2. Anthony DeMint was elected Vice President
On May 19, 1998, the following were appointed by the present Board of
Directors to serve on the Board of Directors:
1. Reg Ebbeling
2. Anthony DeMint
Item No. 2. Acquisition or Disposition of Assets.
No events to report.
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.
See Item No. 7
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Worldwide Golf Resources, Inc. Page Three
Item No. 6. Resignation of Registrant's Directors.
On May 19, 1998 Donald J. Stoecklein resigned as President/ Director along
with Dr. Srini Chary resignation as a Director.
Item No. 7. Financial Statements, Proforma Financial Information and
Exhibits.
Exhibit - May 19, 1998 Press Release.
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 DeMint Dated: May 19, 1998
--------------------------------
Anthony DeMint, Vice President
By:/s/Debra K. Amigone Dated: May 19, 1998
--------------------------------
Debra K. Amigone, Secretary
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Worldwide Golf Resources, Inc.
(OTCBB: GOFR)
Contact: Todd S. Ream
(702) 866-5880
Email: [email protected]
Web Site: http://www.gofr.com
FOR IMMEDIATE RELEASE
May 19, 1998: In an effort to uphold its fiduciary responsibility, the
management of Worldwide Golf Resources, Inc. ("the Company") wishes to
notify its current and future investors as to the reason for the delay in
filing the Company's 1997 Form 10-K annual report and Form 10Q for period
ending March 31, 1998.
The Company's new management has worked diligently to meet its registration
requirements. However, during the preparation of 1997 year end financial
statements, certain errors were noted in the accounting records relating to
the first three quarters of the year under the former management. One of
these errors was the accounting for the business combination with Pelican
Beach Golf and Country Club.
The determination has been made that the Company's major acquisition of
1997, the purchase of 2671914 Manitoba Ltd. d.b.a. Pelican Beach Golf and
Country Club ("Manitoba"), was incorrectly accounted for on previous
filings. In accordance with the stock-for-stock exchange occurring January
22, 1997, the sole shareholder of Manitoba received shares in excess of 50%
of the total outstanding shares of the registrant. Therefore, the
transaction should have been accounted for as a reverse acquisition with
Manitoba becoming the accounting acquiror, and Worldwide the accounting
acquiree. The acquisition was originally accounted for using the purchase
method with Worldwide as the accounting acquiror. Consequently, the
Company's assets have been overstated by approximately $6,000,000 on the
Form 10-Q filings for the first, second and third quarters of 1997.
The Company's new management is working diligently to correct the errors
and ensure that accurate financial statements were reported. To this end,
the Company has engaged Arthur Andersen as the new auditors. In addition,
the Company has been in contact with the offices of the Securities and
Exchange Commission (SEC) for their advice on the proper handling of this
situation.
Arthur Andersen has advised the Company that they have encountered
difficulties during their audit and are currently not in a position to
issue an audit opinion, and cannot at this time determine whether and when
they will be able to issue a report.
In addition, after the above noted errors are corrected, we will be filing
an amended Form 10-Q for the first, second, and third quarters of 1997 at
the same time. Within two weeks following the filing of 1997 Form 10-K,
the Company will file its March 31, 1998 Form 10-Q. Management believes
that this current filing will more accurately reflect the progress of the
current operations of the company.
The Company has announced the following changes in its Board of Directors,
Dr. Srini Chary and Donald J. Stoecklein have resigned as Board members.
After assisting the Company in its audit process, interim President, Donald
Stoecklein, Esq. has resigned his position as President. Mac Shahsavar,
presently CEO of the Company assumed the position as President. The present
Board of Directors nominated Reg Ebbeling, Chairman of National Healthcare
Manufacturing Corporation, a Nasdaq company, and Anthony DeMint to the
Board of Directors. Mr. DeMint was subsequently elected as Vice President
of Operations by the new Board.
The Company also announced it has discontinued the acquisition of the
Conway Golf Driving Range in Orlando, Florida. During the due diligence
process, it was determined that the facility did not meet the acquisition
criteria established by the Company.
