UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
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(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1990
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934
For the transition period from ______________ to _____________
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Commission File Number: 33-32966
The Great American Golf Works, Inc.
(Exact name of small business issuer as specified in its charter)
Delaware 22-2999829
(State of incorporation) (IRS Employer ID Number)
16910 Dallas Parkway, Suite 100, Dallas TX 75248
(Address of principal executive offices)
(972) 248-1922
(Issuer's telephone number)
3-5 West Delilah Road, Pleasantville, NJ 08232
(Former name, former address and former fiscal year, if changed since last
report)
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES NO X
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: September 17, 1999: 624,600
Transitional Small Business Disclosure Format (check one): YES NO X
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The Great American Golf Works, Inc.
Form 10-QSB for the Quarter ended June 30, 1990
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 8
Part II - Other Information
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 9
Item 3 Defaults Upon Senior Securities 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits and Reports on Form 8-K 9
Signatures 9
2
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<TABLE>
<CAPTION>
Part 1 - Item 1 - Financial Statements
The Great American Golf Works, Inc.
Balance Sheets
June 30, 1990 and 1989
(Unaudited)
1990 1989
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<S> <C> <C>
Assets
Assets
Cash on hand and in bank $ -- $ --
Other assets of discontinued operations 86,859 --
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Total Assets $ 86,859 $ --
========= =========
Liabilities and Shareholders' Equity
Liabilities
Current liabilities of discontinued operations $ 139,803 $ --
Other liabilities of discontinued operations 42,471 --
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Total liabilities 182,274 --
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Commitments and contingencies
Shareholders' Equity Common stock - $0.0005 par value
2,000,000 shares authorized
600,000 issued and outstanding, respectively 300 --
Additional paid-in capital 5,800 --
Accumulated deficit (101,515) --
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Total shareholders' equity (95,415) --
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Total Liabilities and Shareholders' Equity $ 86,859 $ --
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
3
<PAGE>
<TABLE>
<CAPTION>
The Great American Golf Works, Inc.
Statements of Operations
Six and Three months ended June 30, 1990 and 1989
(Unaudited)
Six months Six months Three months Three months
ended ended ended ended
June 30, June 30, June 30, June 30,
1990 1989 1990 1989
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<S> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ --
Expenses -- -- -- --
--------- ---------- -------- ---------
Loss before discontinued operations -- -- -- --
Discontinued operations
Loss from start-up operations of
entertainment facilities, net of
income taxes of $-0- and $-0-,
respectively (1,000) -- -- --
Income on disposition of assets
related to entertainment facilities,
net of income taxes of $-0- and
$-0-, respectively -- -- -- --
--------- ---------- -------- ---------
Net Loss $ (1,000) $ -- $ -- $ --
========= ---------- -------- ---------
Loss per weighted-average
share of common stock outstanding nil nil nil nil
=== === === ===
Weighted-average number of shares
of common stock outstanding 600,000 600,000 600,000 600,000
========= ========== ======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
4
<PAGE>
<TABLE>
<CAPTION>
The Great American Golf Works, Inc.
Statements of Cash Flows
Six months ended June 30, 1990 and 1989
(Unaudited)
Six months Six months
ended ended
June 30, June 30,
1990 1989
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<S> <C> <C>
Cash Flows from Operating Activities
Net Loss $(1,000) $ --
Adjustments to reconcile net income to net cash
provided by operating activities
Amortization of organization costs 1,000 --
Decrease in current liabilities of discontinued operations (4,335) --
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Net cash used in operating activities (4,335) --
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Cash Flows from Investing Activities -- --
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Cash Flows from Financing Activities -- --
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Increase (Decrease) in Cash and Cash Equivalents -- --
Cash and cash equivalents at beginning of period 4,335 --
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Cash and cash equivalents at end of period $ -- $ --
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Supplemental Disclosures of Interest and Income Taxes Paid
Interest paid during the period $ -- $ --
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Income taxes paid (refunded) $ -- $ --
======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
5
<PAGE>
The Great American Golf Works, Inc.
Notes to Financial Statements
Note A - Organization and Description of Business
The Great American Golf Works, Inc. (Company) was initially incorporated as
Equix Corporation on November 30, 1989 under the laws of the State of Texas as a
wholly-owned subsidiary of C Square, Inc. for the purpose of investigating and
acquiring or combining with a privately owned business.
On January 12, 1990, the Company merged with and into The Great American Golf
Works, Inc., a privately owned company incorporated on July 28, 1989 under the
laws of the State of Delaware. Upon the consummation of the merger between Equix
Corporation and The Great American Golf Works, Inc., the Company changed its
corporate domicile to Delaware and changed its corporate name to The Great
American Golf Works, Inc.
On May 14, 1990, pursuant to the terms of the merger agreement, C Square, Inc.
received and distributed 90,000 shares of common stock, 135,000 Class A
Warrants, exercisable at $5.00 per share, and 135,000 Class B Warrants,
exercisable at $10.00 per share, to C Square, Inc.'s shareholders pursuant to a
Registration Statement filed with the U. S. Securities and Exchange Commission.
The Class A and Class B Warrants were exercisable for periods of 36 months and
48 months, respectively, commencing on June 3, 1990. A total of 24,600 Class A
warrants were exercised during 1990 for gross proceeds of $123,000 to the
Company. No other Warrants were exercised and all remaining outstanding warrants
expired in 1993 and 1994, respectively.
It was the intent of the Company to design, construct, operate and, in some
instances, franchise entertainment facilities combining an indoor miniature golf
course and old fashioned ice cream parlor. These efforts were unsuccessful and
all assets, liabilities and proposed operations were liquidated by the end of
1990.
The Company's majority shareholder has continued to maintain the corporate
status of the Company and provides all nominal working capital support on the
Company's behalf. Because of the Company's lack of operating assets, its
continuance is fully dependent upon the majority shareholder's continuing
support. The majority shareholder intends to continue the funding of nominal
necessary expenses to sustain the corporate entity.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
2. Organization costs
Organization costs incurred with the initial formation of the Company were
charged to operations in their entirety on January 12, 1990, concurrent
with the above mentioned merger transaction.
6
<PAGE>
Part I-Item 2
Note B - Summary of Significant Accounting Policies
3. Income taxes
The Company files its own separate federal income tax return. The Company
has no net operating loss carryforwards available to offset financial
statement or tax return taxable income in future periods.
4. Loss per share
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of June 30, 1990 and 1989, the Company's
outstanding warrants were not dilutive due to the Company's net operating
loss positions.
Note C - Common Stock Transactions
On May 14, 1990, pursuant to a Registration Statement filed with the U. S.
Securities and Exchange Commission, distributed 90,000 shares of common stock,
135,000 Class A Warrants, exercisable at $5.00 per share, and 135,000 Class B
Warrants, exercisable at $10.00 per share to C Square, Inc. (the Company's
former parent). C Square, Inc. then distributed 100.0% of these securities to
its shareholders.
Between July and December 1990, an aggregate total of 24,600 Class A Warrants
were exercised resulting in the sale of 24,600 shares of common stock for gross
proceeds of approximately $123,000 to the Company.
Note D - Common Stock Warrants
In May 1990, the Company issued 135,000 Class A and 135,000 Class B Warrants.
The Class A Warrants were exercisable at $5.00 per share, became exercisable on
June 3, 1990 and all unexercised warrants expired on July 3, 1993. The Class B
Warrants were exercisable at $10.00 per share, became exercisable on June 3,
1990 and all unexercised warrants expired on June 3, 1994.
7
<PAGE>
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) Results of Operations, Liquidity and Capital Resources
As of the date of this filing, the Company has no operations, assets or
liabilities. Accordingly, the Company is dependent upon management and/or
significant shareholders to provide sufficient working capital to preserve the
integrity of the corporate entity at this time. It is the intent of management
and significant shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.
The Company is currently seeking a suitable merger or acquisition candidate.
(3) Year 2000 Considerations
The Year 2000 (Y2K) date change is believed to affect virtually all computers
and organizations. The Company has undertaken a comprehensive review of its
information systems, including personal computers, software and peripheral
devices, and its general communications systems. The Company has no direct
electronic links with any customer or supplier. In addition, the Company has
held discussions with certain of its software suppliers with respect to the Y2K
date change. The Company has completed its detailed review, as a preliminary
assessment and the Company believes, as of the date of this filing, that it will
not be required to modify or replace significant portions of its computer
hardware or software and any such modifications or replacements are, or will be,
readily available. The Company has no known direct Y2K exposures and anticipates
that any costs associated with the Y2K date change compliance to have a material
effect on its financial position or its results of operations. There can be no
assurance until January 1, 2000, however, that all of the Company's systems, and
the systems of its suppliers, shippers, customers or other external business
partners will function adequately.
(Remainder of this page left blank intentionally)
8
<PAGE>
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings
of shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K - None
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
The Great American Golf Works, Inc.
September 17 , 1999 /s/ Kevin B. Halter, Jr.
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Kevin B. Halter, Jr.
President and Director
9
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<NAME> The Great American Golf Works, Inc.
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1990
<PERIOD-START> JAN-01-1990
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