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): August 22, 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 IRS Employer ID#
of incorporation
345 North 2450 East, Suite 125, St. George, Utah 84790
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Address and zip code of principal executive offices
801-628-8142
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Registrant's telephone number
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Item 9. Sales of Equities Securities Pursuant to Regulation S
On August 22, 1997, the Board of Directors of the Registrant authorized
the issuance of 28,340 shares of its Series B Preferred Stock to Miltex
Industries, Inc., ("Miltex"), a Switzerland corporation. The foregoing shares of
Series B Preferred Stock were issued in satisfaction of $141,700 in accrued
interest owed to Miltex on outstanding indebtedness by the Registrant to that
entity. Such shares were issued pursuant to the exemption from registration
under Section 5 of the Securities Act of 1933, as amended, afforded by Rule 903
promulgated under such Act. No underwriters were involved in the issuance of the
referenced Series B Preferred Stock by the Registrant.
The terms of the Series B Preferred Stock provide that each share of
Series B Preferred Stock is convertible into the common stock of the Registrant
at an exchange price of 40% of the lowest bid price of the common stock
reflected on the NASD Electronic Bulletin Board at any time during the 18 months
preceding the exercise of the conversion option. For illustration purposes only,
if the Series B Preferred shares issued on August 22, 1997, were to be converted
at this time, such shares would be converted into 301,489 shares of common
stock, based upon a low bid during the relevant period of $1.18.
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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/ Duane H. Marchant
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Duane H. Marchant, President
DATED: September 8, 1997
