UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
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(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- -------- ACT OF 1934
For the quarterly period ended September 30, 1999
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)
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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 X NO
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: October 25, 1999: 624,600
Transitional Small Business Disclosure Format (check one): YES NO X
<PAGE>
The Great American Golf Works, Inc.
Form 10-QSB for the Quarter ended September 30, 1999
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 9
Part II - Other Information
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities 10
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signatures 10
This amendment corrects a typographical error in Note C
to the Financial Statements and the corresponding section
of Part I - Item 2, (2) Results of Operations,
Liquidity and Capital Resources
2
<PAGE>
<TABLE>
<CAPTION>
Part 1 - Item 1 - Financial Statements
The Great American Golf Works, Inc.
Balance Sheets
September 30, 1999 and 1998
(Unaudited)
1999 1998
--------- ---------
<S> <C> <C>
Assets
Assets
Cash on hand and in bank $ 120 $ --
Marketable equity securities - held to maturity 7,270 --
--------- ---------
Total Assets $ 7,390 $ --
========= =========
Liabilities and Shareholders' Equity
Liabilities
Accounts payable - trade $ 2,250 $ --
Advances from controlling shareholder 10,100 --
--------- ---------
Total liabilities 12,350 --
--------- ---------
Commitments and contingencies
Shareholders' Equity
Common stock - $0.0005 par value
2,000,000 shares authorized
624,600 shares issued and outstanding, respectively 312 312
Additional paid-in capital 128,788 128,788
Accumulated deficit (134,060) (129,100)
--------- ---------
Total shareholders' equity (4,960) --
--------- ---------
Total Liabilities and Shareholders' Equity $ 7,390 $ --
========= =========
</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 and Comprehensive Income
Nine and Three months ended September 30, 1999 and 1998
(Unaudited)
Nine months Nine months Three months Three months
ended ended ended ended
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
------------ ----------- ------------- --------------
<S> <C> <C> <C> <C>
Revenues
Consulting fees $ -- $ -- $ -- $ --
Expenses
General and administrative 2,230 -- 2,230 --
--------- ---------- --------- ---------
Income from Operations (2,230) -- (2,230) --
Provision for Income Taxes -- -- -- --
--------- ---------- --------- ---------
Net Income (2,230) -- (2,230) --
Other comprehensive income -- -- -- --
--------- ---------- --------- ---------
Comprehensive Income $ (2,230) $ -- $ (2,230) $ --
========= ---------- --------- ---------
Loss per weighted-average
share of common stock
outstanding, calculated
on Net Loss - basic and
fully diluted nil nil nil nil
=== === === ===
Weighted-average number
of shares of common
stock outstanding 624,600 624,600 624,600 624,600
========= ========== ========= =========
</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
Nine months ended September 30, 1999 and 1998
(Unaudited)
Nine months Nine months
ended ended
September 30, September 30,
1999 1998
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities
Net Income $ (2,230) $ --
Adjustments to reconcile net income to net cash
provided by operating activities
Increase in accounts payable - trade 2,250 --
-------- ----------
Net cash provided by operating activities 20 --
-------- ----------
Cash Flows from Investing Activities
Purchase of marketable equity securities (10,000) --
-------- ----------
Net cash used in investing activities (10,000) --
-------- ----------
Cash Flows from Financing Activities
Advances from controlling shareholder 10,100 --
-------- ----------
Net cash provided by financing activities 10,100 --
-------- ----------
Increase (Decrease) in Cash and Cash Equivalents 120 --
Cash and cash equivalents at beginning of period -- --
-------- ----------
Cash and cash equivalents at end of period $ 120 $ --
======== ==========
Supplemental Disclosures of Interest and Income Taxes Paid
Interest paid during the period $ -- $ --
======== ==========
Income taxes paid (refunded) $ -- $ --
======== ==========
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Distribution of marketable equity securities to
shareholders as property dividend $ 2,730 $ --
======== ==========
</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.
During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the Securities and Exchange Commission. The
accompanying financial statements do not include all disclosures required by
generally accepted accounting principles. Users of financial information
provided for interim periods should refer to the annual financial information
and footnotes contained in its Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 on Form 10-KSB when reviewing the interim
financial results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 1999.
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.
6
<PAGE>
The Great American Golf Works, Inc.
Notes to Financial Statements - Continued
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. Marketable Securities
---------------------
Investments in the equity securities of other companies that have readily
determinable fair values are classified, at the date of acquisition, into
three categories and accounted for as follows:
Available-for-Sale Securities - Equity securities not classified in
either of the below categories are reported at fair value, with
unrealized gains and losses excluded from earnings and reported in a
separate component of shareholders' equity.
Trading Securities - Equity securities that are bought and held
principally for the purpose of selling them in the near term are
reported at fair value. Unrealized gains and losses are included in
earnings.
Held-to-Maturity Securities - Equity securities that the Company has
the positive intent and ability to hold to maturity are reported at
amortized cost.
Other investments that do not have a readily determinable fair value are
recorded at amortized cost.
For purposes of computing realized gains and losses, the specific
identification method is used.
3. 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.
4. Income taxes
------------
The Company files its own separate federal income tax return. Due to a
change in control during 1999, pursuant to the provisions of the Internal
Revenue Code, the Company has no net operating loss carryforwards
available to offset financial statement or tax return taxable income in
future periods.
5. Income 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.
7
<PAGE>
The Great American Golf Works, Inc.
Notes to Financial Statements - Continued
Note C - Marketable Securities
During the third quarter of 1999, the Company purchased 100,000 shares of Origin
Investment Group, Inc. pursuant to a Registration Statement Under The Securities
Act of 1933 for $10,000 cash. The Company then distributed 27,300 of these
shares to Company shareholders as a property dividend. Origin Investment Group,
Inc. is in the process of obtaining regulatory approval for its securities to
trade in an open market administered by the National Association of Securities
Dealers (NASD). As of October 22, 1999, there is no quoted market for these
securities. It is the intent of the Company to hold these securities in its
portfolio for an indeterminable time and, accordingly, is carrying this
investment at historical cost in the accompanying financial statements.
Marketable securities as of September 30, 1999 and 1998, respectively, consist
entirely of equity securities and are summarized as follows:
Available Held to
September 30, 1999 for sale Trading Maturity
- ------------------ --------- -------- ---------
Aggregate fair value $ - $ - $7,720
Gross unrealized holding gains $ - $ - $ -
Gross unrealized holding losses $ - $ - $ -
Amortized cost basis $ - $ - $7,720
September 30, 1998
- ------------------
Aggregate fair value $ - $ - $ -
Gross unrealized holding gains $ - $ - $ -
Gross unrealized holding losses $ - $ - $ -
Amortized cost basis $ - $ - $ -
Note D - 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 E - 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.
8
<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
During the third quarter of 1999, the Company received a non-interest bearing
loan from its majority shareholder for the purpose of purchasing 100,000 shares
of Origin Investment Group, Inc. pursuant to a Registration Statement Under The
Securities Act of 1933 for $10,000 cash. The Company then distributed 27,300 of
these shares to Company shareholders as a property dividend. Origin Investment
Group, Inc. is in the process of obtaining regulatory approval for its
securities to trade in an open market administered by the National Association
of Securities Dealers (NASD). As of October 22, 1999, there is no quoted market
for these securities. It is the intent of the Company to hold these securities
in its portfolio for an indeterminable time and, accordingly, is carrying this
investment at historical cost in the accompanying financial statements.
As of the date of this filing, the Company continues to have no operations or
significant 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 continues to seek 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.
9
<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
- --------------------------------------------------------------------------------
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.
October 25 , 1999 /s/ Kevin B. Halter, Jr.
-------- ------------------------------------------
Kevin B. Halter, Jr.
President and Director
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 859182
<NAME> The Great American Golf Works, Inc.
<MULTIPLIER> 1
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 120
<SECURITIES> 7270
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7390
<PP&E> 0
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<TOTAL-ASSETS> 7390
<CURRENT-LIABILITIES> 12350
<BONDS> 0
0
0
<COMMON> 312
<OTHER-SE> (5272)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2230
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2230)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2230)
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<CHANGES> 0
<NET-INCOME> (2230)
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