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 15, 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:
Donald J. Stoecklein
Legal Counsel
1850 E. Flamingo Rd., Suite 111
Las Vegas, Nevada 89119
(702) 866-5880
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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 August 31, 1998 Worldwide Golf Resources, Inc. executed a stock purchase
agreement to sell its wholly owned subsidiary, Worldwide Golf Resources,
Inc. (a Georgia Corporation), doing business as American Turf. The sale of
American Turf falls in line with Management's reorganization plan that was
implemented in late 1997, wherein Management vowed to eliminate
unprofitable subsidiaries and focus on the profitability of Worldwide Golf
Resources, Inc.
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.
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Worldwide Golf Resources, Inc. Page Three
Item No. 7. Financial Statements, Proforma Financial Information and
Exhibits.
Stock Purchase Agreement for the sale of Worldwide Golf Resources, Inc (a
Georgia Corporation), d/b/a American Turf.
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
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Debra K. Amigone, Secretary
<PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into this 31st day of August,
1998, by and between WORLDWIDE GOLF RESOURCES, INC., a Nevada Corporation
(hereinafter collectively referred to as "Seller") and SYNTHETIC TURF
RESOURCES, INC., a Georgia Corporation (hereinafter referred to as
"Purchaser").
WHEREAS, Seller is the owner of 10,000 shares of common stock of
WORLDWIDE GOLF RESOURCES, INC., a Georgia Corporation (hereinafter referred
to as "Corporation"), which represents 100% of the issued and outstanding
shares of Corporation, and
WHEREAS, Seller desires to sell the 10,000 shares of its stock in
Corporation, and
WHEREAS, Purchaser desires to purchase from Seller the 10,000 shares
of stock in Corporation representing all of the issued and outstanding
stock in Corporation.
NOW, THEREFORE, the parties agree as follows:
1. Seller will sell to Purchaser 10,000 shares of common stock of
Corporation, for a total purchase price of $364,487.00 payable as
follows:
1) Purchaser shall assume the outstanding payables of the Corporation in
the amount of $204,487.00 (see Exhibit "A" attached) together with pending
litigation (see Exhibit "B" attached). With the exception of the payables
and pending litigation listed on the attached Exhibits "A" and "B", it is
agreed between the parties that Purchaser will not assume any liabilities
incurred by American Turf Manufacturing, Inc. prior to June 1, 1997,
including, but not limited to, the balance of the 941 taxes due to the
Internal Revenue Service.
2) Worldwide Golf Resources, Inc., a Georgia Corporation, shall deliver
to Seller a promissory note in favor of Seller in the amount of One Hundred
Thousand Dollars ($100,000.00) bearing interest at the rate of eight
percent (8%) per annum for a term of three (3) years. Interest shall
accrue for the first year and be payable one year from the date of the Not
and quarterly thereafter (See Exhibit "C" attached). It is understood
that this paragraph is subject to all provisions of Paragraph "d" below.
3) Worldwide Golf Resources, Inc., a Georgia Corporation, shall deliver
to Seller a promissory note in favor of Seller in the amount of Sixty
Thousand Dollars ($60,000.00) which shall be paid at the rate of the
greater of $5,000 or 2.5% of the gross sales price of any driving range
projects received by the Corporation after the date of execution of this
Agreement.
4) Purchaser shall manufacture, supply and sell to Seller synthetic
turf for purposes of Seller installing said turf on five (5) projects of
Sellers choosing, provided said projects are owned and operated by Seller,
for a period of three years following the closing of this Agreement. The
price of said synthetic turf shall be at a cost of five percent (5%) over
Purchaser's cost, which cost shall be verified by Seller at time of order.
Upon the delivery of said synthetic turf to the project site of Seller (FOB
Rome, Georgia), Seller shall reduce the principal due under the above
promissory note by the sum of twenty-thousand dollars ($20,000.00). The
promissory note shall terminate the earlier of (i) payment in full or (ii)
three years from the date of the note. Upon the expiration of the third
year following the close of this Agreement, the note shall be deemed paid
in full regardless of how many projects Seller has purchased synthetic turf
for from Purchaser, which could be any number from zero to a maximum of
five (5).
<PAGE>
5) Seller shall deliver to Purchaser, upon closing, a Bill of Sale for
the inventory listed on Exhibit "1" to the Bill of Sale, including but not
limited to any and all rights of Seller in and to Patent No. 4,705,706, the
trade names; American Turf, AmTurf and American Turf Manufacturing, access
to and control over any and all current telephone numbers (including
800#'s, postal boxes or other mailing addresses, customer list or other
contacts, and contracts issued or other project estimates currently under
the control or ownership of the Corporation.
6) Purchaser shall be responsible to pay any existing and future payroll
obligations of Corporation.
Seller has advanced the sum of $1,671.78 to cover rent on the building in
Rome, Georgia for which Purchaser shall reimburse Seller out of the
receivable from the Auburn Hills, Michigan, project.
3. Closing shall be held on or before August 31, 1998, in accordance with
the escrow instructions attached. In the event closing shall not take
place on or before August 31, 1998, this Contract shall become null
and void.
2. Seller agrees not to enter the synthetic turf industry in any way,
other than the purchase of synthetic turf for the Seller's sole use, for a
period to run concurrent with the promissory note.
3. Purchaser agrees to defend, hold harmless and indemnify Seller against
any claims which may arise in the future and are related directly to the
operation of the Corporation since its inception.
4. Except as otherwise provided within this Agreement, neither party
hereto may transfer or assign this Agreement without prior written consent
of the other party.
5. This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada.
6. This Agreement contains the entire understanding between and among the
parties and supersedes any prior understandings and agreements among them
respecting the subject matter of this Agreement.
<PAGE>
7. Any notices permitted or required under this Agreement shall be deemed
given upon the date of personal delivery or 48 hours after deposit in the
United States mail, postage fully prepaid, return receipt requested,
addressed as follows:
If the Seller:
Worldwide Golf Resources, Inc.
1850 E. Flamingo Road, Suite 111
Las Vegas, Nevada 89119
If the Purchaser:
Synthetic Turf Resources, Inc.
101 Calhoun
Rome, Georgia
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.
WORLDWIDE GOLF RESOURCES, INC.
A Nevada Corporation
By /s/Anthony N. Demint
----------------------------------
Anthony N. DeMint, Vice President
SYNTHETIC TURF RESOURCES, INC.
By /s/Joey Pledger
----------------------------------
Joey Pledger, President
The undersigned approves and accepts the
terms of the above agreement.
WORLDWIDE GOLF RESOURCES, INC.
A Georgia Corporation
By /s/Joey Pledger
----------------------------
Joey Pledger, President
