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): November 25, 1997
Golf Ventures, Inc.
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Exact name of registrant as specified in its charter
Utah 0-21337 87-0403864
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State or other jurisdiction Commission File No. IRS Employer ID #
of incorporation
255 South Orange Avenue, Suite 1515, Orlando, Florida 32801
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Address and zip code of principal executive offices
407-245-7557
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Registrant's telephone number
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Item 6. Resignation of Director
On December 18, 1997, Duane Marchant, a Vice President and a Director
of the Company, resigned as an executive officer and as a director of the
Company in connection with civil claims filed in the United States District
Court for the District of Utah naming Mr. Marchant and other former officers and
control persons of the Company. The Company was also named as a defendant in the
lawsuit.
Attached as Appendix A to this filing is a copy of a press release
issued by the Company on December 22, 1997 providing additional information
about this matter.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOLF VENTURES, INC.
/s/ Warren Stanchina
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Warren Stanchina, President
/s/ Eric LaGrange
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Eric LaGrange, Chief Accounting
and Financial Officer
DATED: December 22, 1997
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APPENDIX A
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NEWS RELEASE
APPROVED BY: Golf Ventures, Inc.
Warren Stanchina
FOR IMMEDIATE RELEASE Chairman, President and CEO
(407) 245-7557
CONTACTS: Morgen-Walke Associates
David Walke, Stacey Levitz
Press: Michael McMullan
(212) 850-5679
GOLF VENTURES, INC. ANNOUNCES EXECUTIVE RESIGNATION
Orlando, Florida, December 22, 1997 -- Golf Ventures, Inc. (Nasdaq
Bulletin Board: GVIM) announced today that Duane Marchant has resigned as an
officer and Director of the Company. Mr. Marchant was President and Chief
Executive Officer of the Company for several years prior to the November 1997
reverse acquisition reorganization of Golf Ventures, Inc. and U.S. Golf
Communities, Inc. Most recently, Mr. Marchant served as Vice President and
Regional Manager of the newly-formed Company.
Mr. Marchant resigned as a result of a recent filing of a Securities
and Exchange Commission civil complaint against him, the Company, and certain
other former officers and directors of the Company. Mr. Marchant had earlier
agreed with the Company that he would resign as an officer and director if such
an action were taken by the SEC.
As noted earlier, the Company and U.S. Golf Communities, Inc. closed on
a reverse acquisition reorganization on November 25, 1997, whereby the
shareholders of U.S. Golf Communities acquired approximately 81% of the voting
securities and equity of the Company. The Company then moved its executive
offices to Orlando, Florida where U.S. Golf Communities and its affiliated
companies have been located for the past several years. The executive management
team of U.S. Golf Communities was elected as the executive management team for
the Company.
Warren Stanchina, Chairman and Chief Executive Officer of the Company,
said, "The Company is aware that former officers, directors and control persons
have apparently not complied with their obligations under the securities laws,
precluding the Company from complying fully with such requirements in the past.
We respect Mr. Marchant's decision to resign in light of the recent SEC
complaint. The Company is committed to full and complete public disclosure and
to a fair and open trading market in its common stock. We are working diligently
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with the Securities and Exchange Commission both to remedy historical disclosure
issues and to resolve the recent SEC civil action." The Company now operates
under the trade name "Golf Communities of America," and will ask its
shareholders to approve a legal change to that name at the next shareholders
meeting. The Company owns and operates several golf courses and related
properties, and its goal is to meet the continued demand for affordable and
quality golf course communities. The Company's strategic plans involve
structuring alliances with experienced local developers to share in the risks
and rewards of the Company's development program.
CIBC Oppenheimer Corp. will remain financial advisor for the Company,
as announced in the Company's recently filed preliminary proxy statement, and
has been retained to assist the Company in raising additional investment capital
to more fully develop its many golf course and resort projects.
Additionally, on December 11, Golf Communities of America, as part of
its strategy, announced it had acquired controlling interest of The Club at
Pelican Strand, a residential golf and country club community located in Naples,
Florida through a combination of cash and stock. When completed, the project
will include a 27-hole championship golf course with 50,000 square foot club, up
to 1,200 residential units and 30 acres of commercial property.
Golf Communities of America is principally engaged in the acquisition,
development and operations management of public, private and resort golf
properties and adjacent residential real estate throughout the United States.
Properties include: Pinehurst Plantation in Pinehurst, NC; Cutter Sound golf and
Yacht Club in Palm City, FL; NorthShore Country Club in Portland, TX; Wedgefield
Golf and Country Club in Orlando, FL; property under construction in Montverde,
FL, as well as three additional properties acquired from the recent reverse
merger transaction with Golf Ventures, Inc.
