LCS GOLF INC, 10SB12G, 1999-12-09

LCS GOLF INC
10SB12G, 1999-12-09
SPORTING & ATHLETIC GOODS, NEC

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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-SB

General Form For Registration of Securities
Of Small Business Issuers under
Section 12(b) or (g) of The Securities Exchange Act of 1934

LCS Golf, Inc.
(Name of Small Business Issuer in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

11-3200338
(I.R.S. Employer Identification No.)

24 East 12th Street New York, NY 10003
(Address of principal executive offices) (Zip Code)

(212) 929-3313
(Issuer's telephone number)

Securities to be registered under Section 12(b) of the Act:
None

Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001
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TABLE OF CONTENTS
Part I

Item 1. Description of Business...............................................4

Item 2. Management's Discussion and Analysis
or Plan of Operation........................................12

Item 3. Description of Property..............................................14

Item 4. Security Ownership of Certain Beneficial
Owners and Management.......................................15

Item 5. Directors, Executive Officers, Promoters
and Control Persons.........................................16

Item 6. Executive Compensation...............................................18

Item 7. Certain Relationships and Related Transactions.......................19

Item 8. Description of Securities............................................20

Part II

Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters.................21

Item 2. Legal Proceedings....................................................21

Item 3. Changes in and Disagreements with Accountants........................21

Item 4. Recent Sales of Unregistered Securities..............................21

Item 5. Indemnification of Directors and Officers............................25

Part F/S

Financial Statements..........................................................26

Part III

Item 1. Index to Exhibits......................................................

Item 2. Description of Exhibits................................................

Signatures......................................................................

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

To simplify the language in this registration statement, references to "We,"
"Us" or the "Company" refer to LCS Golf, Inc. and its subsidiaries.

Business Development.

We were incorporated On October 8, 1997 in the State of Delaware as Linkun
Enterprise, Inc. to operate in the business of the design and distribution of
golf clubs and related products. On October 27, 1997, we amended our articles of
Incorporation to change our name to LCS Golf, Inc.

On October 28, 1997, LCS Golf, Inc. a New York Corporation (hereinafter "LCS New
York") was merged into our Company and we were the surviving Company. Pursuant
to the merger, we exchanged eight hundred fifty thousand (850,000) shares of our
common stock for all of the issued and outstanding shares of LCS New York on a
one-share for one-share basis. Pursuant to the agreement of merger, we reverse
split our stock on October 28, 1997, one (1) share for thirty (30) shares. This
reverse split is reflected in the numbers throughout this registration
statement, unless indicated otherwise.

On May 1, 1998, we entered into an agreement with Golf Universe, Inc.
(hereinafter "Golf Universe"). Golf Universe was incorporated in the State of
Florida on October 23, 1996. In this transaction, we exchanged four hundred
thousand (400,000) shares of our common stock and one hundred thousand dollars
($100,000.00) for all of the issued and outstanding shares of Golf Universe. As
a result of this transaction, Golf Universe became our wholly owned subsidiary.

On November 17, 1998, we entered into a stock purchase agreement with Milton
Besen who controlled all of the issued and outstanding common stock of Mr. "B"
III, Inc. (hereinafter "Mr. B"). Mr. B was incorporated in the State of Florida
on September 3, 1996. In this transaction, we exchanged one hundred fifty
thousand (150,000) shares of our common stock and two hundred fifty thousand
dollars ($250,000) for all of the issued and outstanding shares of Mr. B. As a
result of this transaction, Mr. B became our wholly owned subsidiary.

On January 26, 1999, we entered into a common stock purchase agreement with Alex
Bruni, the holder of 100% of the issued and outstanding shares of Play Golf Now,
Inc. (hereinafter "Play Golf"). Play Golf was incorporated in the State of New
York on November 27, 1998. Pursuant to the terms of the agreement, we acquired
all of the issued and outstanding shares of Play Golf in exchange for
two-hundred thousand (200,000) shares of our common stock and an unconditional
option to purchase an additional two-hundred thousand (200,000) shares of our
common stock at a purchase price of $0.50 per share exercisable in whole or in
part on or before January 25, 2001. As a result of this transaction, Play Golf
became our wholly owned subsidiary.

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On February 15, 1999, we entered into a common stock purchase agreement with
Leigh Ann Colguhoun, the holder of 100% of the issued and outstanding shares of
Golfpromo, Inc. (hereinafter "Golf Promo"). Golf Promo was incorporated in the
State of Florida on February 10, 1999. Pursuant to the terms of the agreement,
we acquired all of the issued and outstanding shares of Golf Promo in exchange
for three hundred fifty thousand (350,000) shares of our common stock. As a
result of this transaction, Golf Promo became our wholly owned subsidiary.

We have had no bankruptcy, receivership or similar proceeding.

Business of Issuer.

We currently operate through our four wholly owned subsidiaries Mr. B, Golf
Promo, Golf Universe and Play Golf. We operate in two business segments. We
manufacture consumer products and we operate through the use of the Internet.

Manufacturing Operations.

We design, and manufacturer consumer products through Mr. B. Our core consumer
products include therapeutic magnet products and specialty pillows.

Our magnetic products are designed for the homeopathic treatment of aches and
pains throughout the body. We offer nine (9) different therapeutic magnets,
which range in price from thirteen dollars and ninety-five cents ($13.95) to
nineteen dollars and ninety-five cents ($19.95). These products include Moist
Heat Pack & Microwave Safe Moist Heat Pack, Moist Heat Pack Magnet and Moist
Heat Pack with Brushed Cotton/Vinyl Pouch, Pack-Pac, Neck Pillow, Neck Cradle,
Hand Pad, Bed Pad, Travel Pad and Lumbar Pillow.

We also offer an assortment of decorative pillows in approximately fifteen (15)
different designs. These include dinosaur head, rabbit head, and puppy dog head
cradle pillows. We also manufacture animal print pillows and storage pouches
designed for children, which are shaped in the facial likenesses of animal
characters. These items are packaged with our label, "the Adorables." We
manufacture Satin and Lace decorative pillows, Buckwheat pillows, Potpourri
scented pillows and other miscellaneous novelty items such as window treatments
and tissue box covers.

Distribution.

We sell Mr. B products at wholesale prices to various retail stores nationwide.
In 1998, we sold to approximately twenty (20) different retail stores, including
Wal-Mart, J.C. Penney and Montgomery Ward. Generally, retailers purchase the
products from us at wholesale prices and determine their own retail prices for
the sale of the products to the public. Orders are placed by retailers over the
phone directly to our manufacturing plant. Once a purchase order is completed,
the product (s) are shipped according to the purchaser's specifications.

Mr. B medical magnet products are also available for sale on the Internet
through our Golf Universe web site. (See Golf Universe below.) Orders are placed
on the Golf Universe web site and then

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forwarded to the manufacturing facility to be filled. Mr. B has no backlog of
orders, as they have been able to fill orders as they are placed, to date.

Competition for the Products that We Manufacture.

We believe that the most important factor in our competitive position for our
manufacturing is our distribution of our products through major retail outlets
such as Wal-Mart, J.C. Penney and Montgomery Ward. Our consumer product
categories are extremely competitive. Competition is based upon price, quality,
brand name recognition, design innovation and the ability to provide products on
a timely basis, as well as marketing and distribution strategies. Current and
potential competitors have established or may establish cooperative
relationships among themselves or directly with vendors to obtain exclusive or
semi-exclusive sources of products. Accordingly, it is possible that new
competitors or alliances among competitors and vendors may emerge and rapidly
acquire market share. Increased competition is likely to result in reduced
operating margins and loss of market, either one of which could materially
adversely affect our business, results of operations and financial condition.
Many of our current and potential competitors have significantly greater
financial, technical, marketing and other resources than we have. As a result,
they may be able to manufacture and market products at more favorable terms than
us, and they may be able to respond more quickly to changes in customer
preferences or to devote greater resources to the development, promotion and
sale of their products than us. Increased competition could materially adversely
affect our business, results of operations and financial condition.

We are Dependent on Suppliers of Raw Materials for our Manufacturing.

We obtain materials needed for our manufacturing from several suppliers. We may,
in the future, experience shortages of materials or periods of increased price
pressures, which could have a material adverse effect on our business, operating
results or financial condition. In addition, failure to obtain adequate supplies
or fulfill customer orders on a timely basis could have a material adverse
effect on our business, operating results or financial condition. In the event
that we are unable to obtain materials from any of our suppliers, we anticipate
the ability to locate other suppliers to provide the required parts. However, if
we are unable to obtain alternative suppliers our business, results of
operations and financial conditions could be adversely affected.

We are Dependent on Certain Consumers.

We are dependent on Wal-Mart, J.C. Penney, Montgomery Ward and similar stores as
purchasers for our products.

Governmental Approvals and Regulations; Environmental Compliance For our
Manufacturing Operations.

Our manufacturing operations are subject to extensive and frequently changing
federal, state and local laws and substantial regulation by government agencies,
including the United States Environmental Protection Agency ("EPA") and the
United States Occupational Safety and Health Administration ("OSHA"). Among
other matters, these agencies regulate the operation, handling, transportation
and disposal of hazardous materials used by us during the normal course of our
operations and govern

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the health and safety of our employees. We are subject to a significant
compliance burden from this extensive regulatory framework, which may
substantially increase our operational costs.

In addition, we may become liable for the costs of removal or remediation of
certain hazardous substances released on or in our facilities without regard to
whether or not we knew of, or caused, the release of such substances. We believe
that we are currently in material compliance with applicable laws and
regulations and are not aware of any material environmental violations at any of
our current or former facilities. We are unaware of any handling by us of
hazardous substances. There can be no assurance, however, that our prior
activities did not create a materially negative environmental situation, for
which we could be responsible or that future uses or conditions (including,
without limitation, changes in applicable environmental laws and regulation or
an increase in the amount of hazardous substances generated or used by our
operations) will not result in our material environmental liability or result in
a material adverse effect to our financial condition and results of operations.

We are subject to various federal, state, and local environmental requirements,
including those relating to discharges into air, water and land. We believe that
we have not previously and do not currently handle any hazardous waste. However,
in the future we may be subject to regulation involving the handling and
disposal of solid and hazardous waste, and the cleanup of properties affected by
hazardous substances. In addition, certain environmental laws, such as The
Comprehensive Response, Compensation and Liability Act (CERCLA) and similar
state laws, impose strict, retroactive, and joint and several liability upon
persons responsible for releases or potential releases of hazardous substances.
We have not incurred, nor do we expect to incur, significant costs to address
any releases or potential releases of such substances. It is possible however,
given the retroactive nature of CERCLA liability, that we will, from time to
time, receive notices of potential liability relating to current or former
activities.

We believe that we have been and are in substantial compliance with
environmental requirements and believe that we have no liabilities under
environmental requirements. We have not spent any funds specifically on
compliance with environmental laws. However, some risk of environmental
liability is inherent in the nature of our business, and we might incur material
costs to meet current or more stringent compliance, cleanup or other obligations
pursuant to environmental requirements in the future. This could result in a
material adverse effect to our results of operations and financial condition.

Certain of Mr. B products are subject to the provisions of the Consumer Product
Safety Act, the Federal Hazardous Substances Act and the Flammable Fabrics Act,
and the regulations promulgated there under. The Consumer Product Safety Act and
the Federal Hazardous Substance Act enable the Consumer Product Safety
Commission (the "CPSC") to exclude from the market, consumer products that fail
to comply with applicable product safety regulations or otherwise create a
substantial risk of injury and articles that contain excessive amounts of banned
hazardous substance. The Flammable Fabrics Act enables the CPSC to regulate and
enforce flammability standards for fabrics used in

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consumer products. The CPSC may also require the repurchase by the manufacturer
of articles, which are banned. Our failure to comply with any applicable
federal, state or local regulations could have a materially adverse affect on
our financial condition and results of operations.

We May Be Subject to Product Liability.

Our manufacturing exposes us to possible claims of personal injury, death or
property damage, which may result from our products. Any products liability
claim made against us could have a material adverse effect on our business,
financial condition or results of operations.

Capital Factors Agreement.

On October 31, 1996, Mr. B entered into a factoring agreement with Capital
Factors, Inc. (hereinafter "Capital") whereby Mr. B appointed Capital as their
sole factor by selling all current rights to their accounts and agreeing to sell
future accounts and notes receivable for the net invoice amount less a factoring
commission of the greater of one point seven five percent (1.75%) of the gross
invoice amount or a minimum commission of one-thousand, two-hundred and fifty
dollars ($1,250.00) per month regardless of sales. For receivables for which
Capital has not given credit approval, Mr. B retains the entire risk of loss for
the credit extended. Under the terms of this agreement with Capital, Mr. B may
obtain advances on their receivables at an interest rate of two percent (2%)
plus the prime rate at the sole discretion of Capital. The agreement is
automatically renewable each year but may be terminated at any time by Mr. B
with thirty (30) days written notice provided to Capital. Further, Capital may
terminate at the end of an annual term by giving written notice at least thirty
(30) but no more than sixty (60) days prior to the end of such annual term. Dr.
Michael Mitchell has become the replacement guarantor on this agreement. There
can be no assurance that Capital will renew this agreement each year. As such,
we may be unable to find a factoring company to replace Capital. Should Capital
fail to renew this agreement, our operations may be materially adversely
affected.

Namath Agreement.

We have a ten (10) year contract with Mr. Joseph Namath entitling us to six (6)
days a year of Mr. Namath's time to produce infomercials containing Mr. Namath's
endorsement for Mr. B products. Consideration paid to Mr. Namath for his
services under such contract included twenty-five thousand dollars ($25,000.00)
paid upon the signing of the contract with royalties of five percent (5%) of the
gross sales price of all endorsed products sold, to be paid by the twenty-fifth
(25th) day of each month. Mr. Namath was also paid six hundred thousand
(600,000) shares of our common stock. Further, we paid six hundred thousand
(600,000) shares of our common stock to the licensor, Planned Licensing, Inc.
(having rights to the services of Mr. Namath), in consideration for the use of
Mr. Namath's services. There can be no assurance that the promotions conducted
pursuant to the terms of this agreement will increase revenues for our
manufacturing operations.

Internet Operations.

Our internet operations consist of three web-sites.

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i) Golf Promo operates a website at www.golfpromo.net where site visitors may
subscribe to receive permission email and newsletters containing information on
golf, golf products, and golf related information. We operate this email list
service free of charge to the recipient, whereby we email information and
newsletters related to golfing to the people within our database to aid in the
promotion of our Company. We currently have approximately 150,000 subscribers to
our targeted emails, and we have a database of approximately 4.2 million
golfers. We earn revenues from the sale of advertisements and classified ads,
which are included in our newsletters and other communications. There can be no
assurance that we will be able to obtain advertisers who are willing to pay for
such promotions.

ii) Play Golf maintains a website at www.playgolfnow.com which offers
memberships, among other things, for a price of $59.95 with a free 30 day trial
period to interested visitors of its website. To date, most of our memberships
have been obtained through corporate plans, whereby a corporation obtains
memberships for its employees. We have approximately 50,000 members. These
memberships afford the holder the opportunity to obtain discounts at golf
courses and driving ranges, as well as discounts on golf lessons and travel
related items through our network of associated companies and organizations.

iii) Golf Universe operates a golf website at www.golfuniverse.com. To date,
Golf Universe has not generated revenues. The Golf Universe web site provides
various golf-related hyperlinks to other web sites. These links include
information on approximately twenty-four thousand (24,000) golf courses
worldwide. Information can be obtained through a search engine by course name,
region, and keyword or by map. Links also provide travel information, including
package discounts and current specials; golf tips, facts, games, trivia, news
and rules; Florida real estate information; golf yellow pages with links to
various golf related resources; and golf chat areas and golf products.

Golf Universe maintains a membership of courses who join Golf Universe as a way
to display and feature their courses, clubs and resorts for golfers who visit
the Golf Universe site. A course may become a member by submitting an online
form. The primary benefit of being a member is the opportunity to use a
relatively inexpensive advertising medium with a targeted consumer audience. We
plan to earn revenues from the sale of advertisements and classified ads on the
Golf Universe web site and through these memberships. There can be no assurance
that we will be able to attract advertisers who wish to use our site as a medium
for promotion.

Revenues, if generated by the Golf Universe web site, will be by e-commerce. We
may obtain commissions from vendors offering products and services for sale on
our website. The commission on sales received by Golf Universe will vary
depending on the number of sales made, the products sold and the agreements we
may obtain with vendors offering their products. In addition to providing an
online venue for companies to sell their products, Golf Universe provides
hyperlinks for its visitors to other web sites owned by outside Internet
retailers. We believe that retailers who receive customers through the Golf
Universe hyperlinks will pay us a percentage of net sales made to

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consumers originating from the Golf Universe web site. There can be no assurance
that this estimate or assumption is correct.

None of our Internet operations are dependent upon suppliers of raw materials or
upon any substantial customer.

Distribution.

Golf Universe does not sell any of its own products on its website. All
distribution is done by each vendor through orders taken on their own sites.
Golf Universe merely provides links to these vendors. It provides access to its
"Universe Cyber Mall," at www.universecybermall.com., where third party vendors
can sell their own products. At the Universe Cyber Mall web site, Golf Universe
sells products of Mr. B, as well as products of third party vendors such as Hum
ware, Digital River and MJ's Pro Golf. Golf Universe maintains no inventory and
is not responsible for any shipping of the orders. All credit card transactions
are processed by the vendors whose products are displayed on the site.

Competition for our Internet Operations.

Our manufacturing products and Internet/Direct Commerce businesses compete in
the consumer products and specialty retail businesses, as well as the electronic
commerce industry, all of which are highly competitive. The leading competitors
of our merchandising business include retail stores and other physical store
locations that sell golf related products and products similar to those that we
manufacture. Competitors of our Internet businesses include various web sites
selling products similar to those offered by us. We compete on the basis of our
content, the quality, uniqueness, price and assortment of our merchandise, brand
name, service to customers and proprietary customer lists.

The e-commerce market, particularly on the Internet, is new, rapidly evolving
and intensely competitive, and we expect competition to intensify in the future.
We currently or will in the future compete with a variety of other companies.
Some of these competitors are or will be indirect competitors who specialize in
e-commerce or derive a substantial portion of their revenue from e-commerce.
Other competitors include or will include companies, which offer products
similar to our own. These companies compete or will compete with us through
their retail locations and for sources of supply. These companies may have or
will potentially have substantial customer bases.

The purchasing decisions of many golfers are often the result of highly
subjective preferences, which can be influenced by many factors, including,
among others, advertising, media, promotions and product endorsements. We could,
therefore, face substantial competition from existing or new competitors that
introduce and successfully promote golf accessories that achieve market
acceptance. Further, there can be no assurance that our marketing strategy will
not be emulated by others, thereby diluting our message or forcing us to adopt a
new marketing strategy. Such competition could result in significant price
erosion or increased promotional expenditures, either of which could have a
material adverse effect on our business, operating results and financial
condition. There can be no assurance that we will be able to compete
successfully against current and future sources of

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competition or that our business, operating results or financial condition will
not be adversely affected by increased competition in the markets in which we
operate.

The golf accessory industry is highly competitive and is characterized by
numerous companies competing in various segments of the market. Many of our
competitors have greater name recognition, more extensive engineering,
manufacturing and marketing capabilities, and greater financial, technological
and personnel resources than we have. In addition, certain companies in the golf
accessory industry have expanded their product lines in recent years as a result
of acquisitions. There can be no assurance that we will be able to compete
successfully in the future with existing or new competitors. Our failure to
effectively compete with these entities will have a materially adverse effect on
our business, financial condition and operations.

Dependence on the Internet.

Our operations are dependent upon the Internet. We do not own a gateway the
Internet, but instead rely on an Internet service provider to connect our web
site to the Internet. From time to time, we have experienced temporary
interruptions in our web site connection and telecommunications access.
Continuous or prolonged interruptions in our web site connection or in our
telecommunications access could have a material, adverse effect on our business,
results of operations and financial condition. Our internally developed software
depends on operating systems, database and server software that was developed
and produced by and licensed from third parties. We have, from time to time,
discovered errors and defects in the software from these third parties and, in
part, rely on these third parties to correct these errors and defects in a
timely manner. Accordingly, any service interruptions experienced as a result of
labor problems or otherwise could have a material adverse effect on our
business, results of operations and financial condition.

Government Approval and Compliance with Governmental Regulation.

We do not plan to collect sales or other similar taxes in respect to goods sold
on our website, except where required by law for purchasers located in certain
jurisdictions. However, one or more states or the federal government may seek to
impose sales tax collection obligations on out-of-state companies which engage
in or facilitate online commerce, and a number of proposals have been made at
the federal, state and local level that would impose additional taxes on the
sale of goods and services through the Internet. Such proposals, if adopted,
could substantially impair the growth of electronic commerce, and could
adversely affect our opportunity to derive financial benefit from such
activities.

Due to the increasing popularity and use of the Internet, it is possible that a
number of laws and regulations may be adopted with respect to the Internet,
covering issues such as user privacy, pricing, and characteristics and quality
of products and services. Furthermore, the growth and development of the market
for Internet commerce may prompt calls for more stringent consumer protection
laws that may impose additional burdens on those companies conducting business
over the Internet. The adoption of any additional laws or regulations may
decrease the growth of the Internet, which, in turn, could decrease the demand
for our Internet products and increase our cost of doing business

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or otherwise have an adverse effect on our business, results of operations and
financial condition. Moreover, the applicability to the Internet of existing
laws in various jurisdictions governing issues such as sales tax, libel and
personal privacy is uncertain and may take years to resolve.

In addition, since our service is available over the Internet in multiple
states, and we may sell to numerous consumer residents in such states, such
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each such state. Our failure to qualify as a foreign
corporation in a jurisdiction where it is required to do so could subject our
business to taxes and penalties for failure to qualify. Any such existing or new
legislation or regulation, including state sales tax, or the application of laws
or regulations from jurisdictions whose laws do not currently apply to our
business, could have a material adverse effect on our business, results of
operations and financial condition.

Digital River Agreement.

On December 12, 1998, we entered into an agreement with Digital River, Inc., to
obtain the right to solicit orders for the sale of our products on our
www.golfuniverse.com website for a period of two (2) years. The term of the
agreement will automatically renew for another two (2) years unless we provide
Digital River notice of our intent not to renew sixty (60) days prior to the end
of the agreement.

Digital River is an electronic distributor of our products on the Internet.
Digital River has the sole discretion to either add products not listed or
remove listed products in the agreement. Design, content, format and graphics
features of the www.golfuniverse.com website may be created with the
consultation and cooperation of Digital River, if they so request.

We have paid a one-time, set-up fee to Digital River for assistance with the
establishment of the website. Any additional costs associated with website
establishment are to be born by us at a specified hourly rate. Site maintenance
charges will be billed to us on a monthly periodic basis. At the end of each
month, Digital River will provide us with a list of all customers for the month.
Digital River maintains the right to copy, distribute and use this list for any
purpose without our consent.

We will receive monthly commission payments based on a percentage of the net
sales of our products for the preceding month if sales occur. Commission amounts
are subject to returns, refunds, exchanges, subsequently discovered fraud and/or
criminal activity on the part of customers.

Should Digital River terminate our agreement or otherwise fail to provide the
services for which we have contracted with them, our business, operations, and
financial condition will be materially adversely affected. Although we may be
able to find another service provider, we will, at a minimum, experience a lapse
in service for our www.golfuniverse.com site. Such lapse could eliminate any
consumer base that exists at that time for our www.golfuniverse.com website, as
well as any customers who purchase our manufactured products online. In
addition, we may not be able to locate a service provider who can provide our
needed services on a commercially reasonable basis, if at all.

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Consequently, any interruption in the performance under our agreement with
Digital River, will have a materially adverse effect on our business, operations
and financial condition for both our Internet and manufacturing operations.

Intellectual Property.

We own the patent to one product that Mr. B manufactures, which is an animal
pillow with a pouch, serial number 29\073.138. This product is currently
packaged under the label "the Adorables." We do not have trademark registration
of this name. Currently, Golf Universe has trademark protection on the following
domain names: golfuniverse.com, skiuniverse.com, junior-golf.com,
golfinformation.com, golfcourse-inc.com, targetmail.com and
holeinonesociety.com. There can be no assurance that the steps we take in regard
to the protection of our intellectual property rights will be adequate to
prevent misappropriation of proprietary property rights or that competitors will
not independently develop proprietary property that is substantially equivalent
or superior.

We currently rely primarily on common law and proprietary protection. Our
business prospects will depend largely upon our ability to capitalize on
favorable consumer recognition of our trade names. We do not hold a trademark
registration for most of the products that we manufacture. There can be no
assurance that our trademarks will not violate the proprietary rights of others
or that our trademarks would be upheld and not prevented from using our
trademarks, if challenged, any of which could have an adverse effect on us. It
is possible that our competitors will adopt product or service names similar to
ours, thereby impeding our ability to build brand identity and possibly leading
to customer confusion. Our inability to protect our trade names will have a
material adverse effect on our business, results of operations and financial
condition.

We also rely on trade secrets and proprietary know-how, and employ various
methods, to protect our concepts. However, such methods may not afford complete
protection, and there can be no assurance that others will not independently
develop similar know-how or obtain access to our know-how and concepts. We do
not maintain confidentiality or non-competition agreements with our executives,
key personnel or suppliers. There can be no assurance that we will be able to
adequately protect our trade secrets. Third parties may assert infringement
claims against us or against third parties upon whom we rely and, in the event
of an unfavorable ruling on any claim, we may be unable to obtain a license or
similar agreement to use technology we rely upon to conduct our business. As
such, any infringement claim or infringement against us could have a materially
adverse effect on our business, financial condition and operations.

Research and Development.

We have not spent any amount on research and development in the past two fiscal
years.

Status of Publicly Announced New Products or Services.

We have no publicly announced new products or services.

Employees.

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Golf Universe has eleven (11) full time and total employees, some of which
provide services for Golf Promo and Play Golf, as needed. Mr. B has
approximately sixteen (16) full-time and total employees. LCS Golf, Inc. has two
(2) full-time and total employees.

Other Commitments.

The agreements for the purchase of all of the outstanding shares of Mr. B, Play
Golf, and Golf Promo all include provisions whereby we must issue additional
shares of stock to the parties to those contracts should our stock price fall
below $1.00 per share. Such additional shares shall be issued in an amount to
make the purchase price equivalent to that if such shares were trading at $1.00
per share.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Except for historical information, the discussion in this report contains
forward-looking statements that involve risks and uncertainties. These
forward-looking statements include, among others, those statements including the
words "expects," "anticipates," "intends," "believes" and other similar
language. Our actual results could differ materially from those discussed
herein. You should not place undue reliance on these forward-looking statements,
which apply only as of the date of this report. Factors that could cause or
contribute to such differences include, but are not limited to, the risks
discussed in "Certain Factors That May Affect Future Results of Operations."

OVERVIEW

LCS Golf.com is a holding company that operates under two lines of business, an
Internet division and a manufacturing division. The Internet division provides
permission email direct marketing services through Golfpromo.net,
Targetmails.com, Internet and direct marketing services through Ifusionco.com.
GolfUniverse.com provides golf e-commerce, news and information through a
vertical golf portal, discounts on golf services through Playgolfnow.com and
Internet access through golfuniverse.myway.com. Manufacturing is provided
through Mr. B.

After identifying the opportunity for permission email direct marketing,
newsletter marketing and Internet & direct marketing, we began to refocus our
strategy towards permission email and Internet marketing in early 1999. To
implement our permission email strategy, we acquired Golf Promo, created
TargetMails.com and started Ifusionco.com. in 1999. As a result of our new
focus, we have built a network and developed reseller relationships, which
collectively provide us with reach to over 3 million self-directed individuals,
who have given express permission to receive promotional messages via email on
specific categories of interest. Our current strategy is to focus our resources
on our permission email business by continuing to build our network of
subscribers and our customer base.

We derive revenue by charging fees for sending permission email messages.
Revenue is recognized when emails are sent to subscribers. Our customers are
primarily e-commerce companies, interactive advertising agencies, golf and golf
related companies.

Page 13 of 37
<PAGE>

We deliver email messages to members of our Golf Promo Network, consisting of
our own permission email list and those of our network partners, and permission
email lists from third party list managers. We pay our network partners or third
party list managers either a percentage of revenue derived from the delivery of
email messages to members on the lists they provide or a fixed fee.
Substantially all of our customers purchase our permission email services under
short-term contracts. Our revenues would suffer if we were unable to secure new
contracts from existing customers or obtain new customers. We expect to continue
to derive a substantial majority of our revenues from short-term contracts.

We expect to increase spending on sales and marketing as we expand our sales
force, increase our subscriber base and promote awareness of our business. We
also expect substantially higher selling, and continued web site development
expenses as we expand our infrastructure to support our expected growth and as
we continue to develop new online services. As a result of these increases, we
expect to incur significant losses for the foreseeable future.

In view of the rapidly evolving nature of our business, our limited operating
history and our recent focus on permission email and Internet marketing
services, we believe that period-to-period comparisons of our revenue and
operating results, including our gross margin and operating expenses as a
percentage of total revenues, are not meaningful and should not be relied upon
as an indication of future performance. We do not believe that our historical
growth rates are indicative of future results.

Our manufacturing is done through our subsidiary, Mr. B. Mr. B designs,
manufacturers, markets and distributes various consumer products. The core
products include therapeutic magnet products and specialty pillows.

Mr. B sells magnetic products that are aimed at the homeopathic treatment of
various types of aches and pains throughout the body. Mr. B's magnetic products
consist of nine (9) different therapeutic magnets ranging in price from thirteen
dollars and ninety-five cents ($13.95) to nineteen dollars and ninety-five cents
($19.95). These products are a Moist Heat Pack & Microwave Safe Moist Heat Pack,
Moist Heat Pack Magnet and moist Heat Pack with Brushed Cotton/Vinyl Pouch,
Pack-Pac, Neck Pillow, Neck Cradle, Hand Pad, Bed Pad, Travel Pad and Lumbar
Pillow. We plan to market these Mr. B therapeutic magnet products through
infomercials starring Joe Namath. Additionally, these items are available on the
website of our subsidiary, Golf Universe.

YEARS ENDED FEBRUARY 28, 1999 AND FEBRUARY 28, 1998.

RESULTS FROM OPERATIONS.

A comparison of our financial information between our latest fiscal year and the
one prior, would not provide a meaningful representation of our operations since
our company was inactive until its acquisition of B III. For the year ending
February 28, 1999, we had sales of approximately $108,000, which were primarily
derived from B III, which we acquired on November 17, 1998. There were

Page 14 of 37
<PAGE>

insignificant revenues from Play Golf and Golf Universe and no revenues from
Golf Promo. The cost of sales, which is from B III operations, exceeded our
sales principally because of a change in management, manufacturing
inefficiencies and seasonality of the business. Selling, general and
administrative expenses, including expenses such as wages and consulting fees,
amounted to $5,551,559 for our latest fiscal year; these expenses were primarily
paid through issuances of our common stock, which allowed us to operate with
minimal debt.

LIQUIDITY AND CAPITAL RESOURCES.

In order for us to grow we will require additional funds, for which we are
exploring various alternatives. If adequate funds are not available, we believe
that our planned growth could be significantly reduced. Operations could
continue to be reliant upon the cash flow generated from operations and
continued short term borrowing for Dr. Mitchell or from other sources. From
March 1, 1999, through August 31, 1999. Dr. Mitchell has made additional net
advances in the amount of approximately $500,000. Our independent auditors'
report on the company's consolidated financial statements for the year ended
February 28, 1999, included an explanatory paragraph stating that the Company
has incurred significant losses from operations and has relied on loans from a
major stockholder, which raises substantial doubt as to the Company's ability to
continue as a going concern.

EFFECTS OF INFLATION.

We believe that the results of our operations could be materially impacted by
inflation, including increases in the interest rates generally, if inflation
materially adversely affected the operations of the company's customers by
affording them less disposable income to spend on leisure time activities.

SIX MONTHS ENDED AUGUST 31, 1999.

RESULTS OF OPERATIONS.

Revenues. Our revenues consist of fees from providing internet marketing
services, including the delivery of permission email direct marketing messages
to members in our network, newsletter-marketing, e-commerce, banner advertising,
Internet marketing services and manufacturing. Total revenues were $744,012 for
the six months ended August 31, 1999. Internet and Manufacturing revenues were
$444,539 and 299,473 respectively for the six months ended August 31, 1999. We
expect Internet revenues to grow quickly in the coming quarters.

Cost of Revenue. Cost of revenues consists of expenses related to our
manufacturing division. Cost of revenues were $421,242 for the six months ended
August 31, 1999. The cost of revenues was significantly higher than the revenue
received from our manufacturing division due to insufficient volume to cover the
cost of manufacturing.

Sales, General and Administrative. Sales expenses consist of personnel and
related costs for our direct sales force, marketing staff and marketing
programs, including trade shows, advertising and public relations. Selling
expenses were $ 359,462 for the six months ended August 31,1999.

Page 15 of 37
<PAGE>

The increase in sales and marketing cost was primarily due to increases in our
direct sales force and increased marketing expenditures targeted at building our
permission email and Internet marketing strategy. We expect sales and marketing
expenses will increase substantially in absolute dollars over the next year as
we hire additional sales and marketing personnel and initiate additional
marketing programs.

General and administrative expenses consist primarily of personnel and related
costs for general corporate functions, including finance, accounting,
consulting, human resources, facilities and legal expenses. General and
administrative expenses were $2,243,789 for the six months ended August 31,
1999. These costs were primarily due to non-recurring type expenditures such as
general and administrative personnel, consulting, legal and accounting costs
associated with our growth.

We expect general and administrative expenses to decrease in future periods,
although we will be adding personnel and incurring additional costs related to
the growth of our business. We will not incur additional consulting, accounting
and legal fees.

Interest Expense. Interest expense consists of interest on borrowings from Dr.
Michael Mitchell and others. Interest expense was $13,193 for the six months
ending August 31, 1999.

Income Taxes. No provision for federal or state income taxes was recorded as we
incurred net operating losses from inception through August 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES.

From inception to August 31, 1999, we primarily funded our growth through a
private placement and short-term borrowings from Dr. Mitchell and others. We are
aggressively seeking to raise substantial capital to achieve its growth
objectives. We are currently investigating raising additional capital through a
secondary issuance of equity and debt securities. In the short term, we are
trying to secure short term financing through a bridge loan.

If adequate funds are not available, we believe that our planned growth could be
significantly reduced. Operations could continue to be reliant upon the cash
flow generated from operations and continued short-term borrowings from Dr.
Mitchell or from other sources, if available.

YEAR 2000 READINESS DISCLOSURE

Many currently installed computer systems and software products are coded to
accept or recognize only two digit entries in the date code field. These systems
and software products will need to accept four digit entries to distinguish 21st
century dates from 20th century dates. This could result in system failures or
miscalculations causing disruption of operations for any company using such
computer programs or hardware, including, among other things, a temporary
inability to process transactions, send or receive email messages, send invoices
or engage in normal business activities. As a result, many companies' computer
systems may need to be upgraded or replaced in order to avoid "Year 2000"
issues.

Page 16 of 37
<PAGE>

We are a comparatively new enterprise, and, accordingly, the majority of
software and hardware that we use to manage our business has been purchased or
developed by us within the last 24 months. While this does not uniformly protect
us against Year 2000 exposure, we believe our exposure is limited because the
information technology, or IT, we use to manage our business is not based upon
legacy hardware and software systems. Generally, hardware and software design
within the current decade and the past several years in particular has given
greater consideration to Year 2000 issues. All of the software code we have
internally developed to manage our network and infrastructure, is written with
four digits to define the applicable year.

We have tested our internal IT and non-IT systems. We have tested these
internally and have not retained any outside service or consultants to test or
review our systems for Year 2000 compliance. Based on the testing we have
performed, we believe that our software and hardware are Year 2000 compliant.

In addition, we rely on software and hardware developed by third parties both
for our network and internal information systems and third party network
infrastructure providers to gain access to the Internet. To date, we have not
done any testing of third-party software or hardware to determine Year 2000
compliance. We have, however, reviewed certifications from our key suppliers of
hardware and networking equipment for our data centers that this hardware and
networking equipment are Year 2000 compliant. Additionally, we have reviewed
certifications from the providers of key software applications for our internal
operations that their software is Year 2000 compliant. Based upon an initial
evaluation of our broader list of software and hardware providers, we believe
that all of these providers are in the process of reviewing and implementing
their own Year 2000 compliance programs. We intend to work with these providers
to address the Year 2000 issue and continue to seek assurances from them that
their products are Year 2000 compliant. However, if third party providers of
hardware and software or our third party network providers fail to remedy any
Year 2000 issues, the result could be lost revenues, increased operating costs,
the loss of customers and other business interruptions, any of which could harm
our business.

We have engaged in an ongoing Year 2000 assessment, but have not yet developed
any contingency plans. The results of our testing and the responses received
from third party vendors and service providers will be taken into account in
determining the nature and extent of any contingency plans.

CERTAIN FACTORS THAT MAY AFFECT OUR FUTURE OPERATING RESULTS.

We Recently Redirected Our Strategic Focus So Our Recent Operating Results Are
Not Comparable To Our Results For Prior Periods. We were founded in 1997 for the
purpose of becoming a golf products distributor. In early 1999, we redirected
our strategic focus to permission email. For the six months ended August 31,
1999, Internet marketing services represented a large portion of our revenue,
compared to the same period in 1998. Accordingly, our operating results

Page 17 of 37
<PAGE>

since the end of last fiscal year February 28, 1999 are not comparable to our
results for prior periods. We cannot be certain that our business strategy will
be successful or that we will adequately address these risks.

We Have A History Of Losses And We Expect Future Losses. We expect to continue
to incur net losses for the foreseeable future and negative cash flow from
operations through at least our fiscal year ending February 28, 2001. We expect
to significantly increase our operating expenses as a result of expanding our
sales and marketing, product development, administrative operations and
development of new strategic relationships to promote our future growth. As a
result, we will need to secure additional financing or realize a significant
increase in revenues to meet these increased expenses and to achieve
profitability. If we achieve profitability, we cannot be certain that we can
sustain or increase profitability in the future.

Our Future Operating Results May Fluctuate Significantly And Remain Uncertain,
Which Could Negatively Affect The Value Of Your Investment. Our operating
results are difficult to predict. Our future quarterly operating results may
fluctuate significantly and may not meet the expectations of securities analysts
or investors. If this occurs, the price of our common stock would likely
decline, perhaps substantially. Factors that may cause fluctuations of our
operating results include the following:

o seasonality of direct marketing expenditures which are typically higher in
the second and fourth fiscal quarters and lower in the first and third
fiscal quarters;
o the level of market acceptance of our products and services;
o delays we may encounter in introducing new products and services;
o competitive developments;
o demand for advertising on the Internet;
o changes in pricing policies and resulting margins;
o changes in the growth rate of Internet usage;
o the growth rate of our network affiliates;
o changes in the mix of products and services sold;
o changes in the mix of sales channels through which products and services
are sold;
o costs related to acquisitions of technology or other businesses; and
o economic conditions generally as well as those specific to the Internet
and related industries.

We expect that an increasing portion of our future revenues will be derived from
permission email marketing products and services. The volume and timing of
orders are difficult to predict because the market for our products is in its
infancy and the sales cycle may vary substantially from customer to customer.
Currently, our customer contracts are only for a limited period of time,
typically lasting only days or weeks, which makes revenues in any quarter
substantially dependent upon contracts entered into in that quarter. Our
customers can terminate their contracts with us on short notice without penalty.
Moreover, our sales are expected to fluctuate due to seasonal or cyclical
marketing campaigns. We expect that revenue growth in the first fiscal quarters
of each year to be lower than

Page 18 of 37
<PAGE>

revenue growth in the other fiscal quarters of that and the preceding year. We
believe this trend may occur as a result of our customers' annual budgetary,
purchasing and sales cycles. In addition, our sales cycle has varied from
customer to customer and several customers have taken many months to evaluate
our services before making their purchase decisions.

Our Success Depends Upon Broad Market Acceptance Of Permission Email Marketing
Services And We Are Uncertain If Or When Such Market Acceptance Will Occur. We
do not know if our products and services will be successful. The growth of the
Internet remains fairly recent and advertising on the Internet even more so. The
Internet may not be accepted as a viable long-term commercial marketplace and
medium of commerce for a number of reasons, including potentially inadequate
development of necessary Internet infrastructure, government regulation or
delayed development of enabling technologies and performance improvements. The
market for permission email marketing services is in its infancy, and we are not
certain whether our target customers will widely adopt and deploy this
technology. Even if they do so, they may not choose our products for technical,
cost, support or other reasons. Adoption of permission email-marketing services,
particularly by those entities that have historically relied upon traditional
means of direct marketing, such as telemarketing and direct mail, requires the
broad acceptance of a new and substantially different approach to direct
marketing. We believe that the promotion of the concept of permission email
marketing will require us to engage in an intensive marketing and sales effort
to educate prospective customers regarding the uses and benefits of our products
and services. Enterprises that have already invested substantial resources in
other advertising methods may be reluctant or slow to adopt our new approach.

Our future growth also depends on the commercial success of our services
rendered through our Golf Promo Network, Targetmails.com and Ifusionco.com. If
our customers do not purchase our services, our business will suffer.
Furthermore, the Internet advertising and permission email services market is
characterized by rapid technological change, frequent new product introductions,
changes in customer requirements and evolving industry standards. If we are
unable to develop and introduce new products or enhancements to our service in a
timely manner, we may not be able to successfully compete.

Competition In The Market For Internet Advertising And Direct Marketing Is
Intense And Could Adversely Affect Our Business. The market for Internet
advertising and direct marketing is intensely competitive, rapidly changing and
highly fragmented. We expect that competition will increase significantly in the
near term because of the attention the Internet has received as a means of
advertising and direct marketing and because there are no significant barriers
to entry. Our primary long-term competitors may not have entered the market yet
because our market is new. Competition could result in price reductions, changes
in the way services are priced, reduced gross margin and loss of market share,
any of which could cause our business to suffer.

Many of our current and potential competitors have greater name recognition,
longer operating histories, larger customer bases and significantly greater
financial, technical, marketing, public

Page 19 of 37
<PAGE>

relations, sales, distribution and other resources than we do. Some of our
potential competitors are among the largest and most well capitalized companies
in the world. In addition, some of our competitors may include website owners
who own permission email lists. We expect to face competition from these and
other competitors, including Internet portals, traditional list brokers, banner
advertising managers, independent list managers, incentive-based subscriber
lists and customer management and retention service companies.

Our Failure To Develop And Maintain Our Sales, Marketing And Support
Organization And Relationships With Our Network Partners And Third Party List
Managers Would Limit Our Growth. If we fail to substantially develop our direct
and indirect sales and marketing operations and our relations with our network
partners, our growth will be limited. Our products and services require a sales
effort targeted at our prospective customers. We have recently expanded our
direct sales force and plan to hire additional sales personnel. We might not be
able to hire, train or retain the kind and number of sales and marketing
personnel we are targeting because competition for qualified sales and marketing
personnel is intense. In addition, we will increasingly rely on advertising
agencies and direct marketers to resell our products and services. If we do not
effectively manage or grow our sales and marketing channel, our business could
suffer .

We must continue to maintain and expand relationships with network partners who
provide us with access to permission email lists. We began to enter into
agreements with our network partners in the first fiscal quarter of 1999. These
contracts are generally for an initial term of one year with an automatic annual
renewal and a thirty-day termination by either party if not satisfied with the
services being provided. Pursuant to these contracts, we provide our network
partners with resale and tracking services by selling direct marketers access to
their lists, and our network partners receive a percentage of our revenue. We
cannot be assured that the growth of our business as a result of our entering
into these agreements will be sufficient to meet our expectations for sales
growth and profitability. In addition to our network partners, we have reseller
arrangements with third party list managers, under which we pay a fixed fee for
the nonexclusive use of their list for a specific campaign. These third party
list managers are not contractually obligated to provide us with access to their
lists. A majority of the email addresses that we have access to through our
proprietary list, our network partners and our list managers is currently
comprised of addresses from list managers. If we fail to maintain or grow our
relationships with our network partners and third party list managers, our
business could suffer.

If We Are Unable To Manage Our Expected Growth, Our Business Will Suffer. Our
ability to successfully offer our products and services and implement our
business plan in the rapidly evolving market for permission email marketing
services requires an effective planning and management process. We continue to
increase the scope of our operations and have added employees for our Internet
operations. These factors have placed, and our anticipated future operations
will continue to place, a significant strain on our management systems and
resources. We expect that we will need to continue to improve our operational
and financial and managerial controls and reporting systems and procedures, and
will need to continue to expand, train and manage our work force.

Page 20 of 37
<PAGE>

In addition, if our products and services or our customers are affected by
problems associated with respect to the Year 2000, or if we experience reduced
sales as potential customers divert resources to effect their own Year 2000
compliance, our business will suffer.

Our Business Would Suffer If We Were Unable To Successfully Integrate
Acquisitions Of Other Companies Or Subscriber Lists. From time to time, we
expect to evaluate opportunities to grow through acquisitions of, or investments
in, complementary companies, products or technologies. If we acquire a company,
we could have difficulty in assimilating that company's personnel, operations,
products or technology. In addition, the key personnel of the acquired company
may decide not to work for us. If we make acquisitions of products or
technology, we could have difficulty in assimilating the acquired technology or
products into our operations. These difficulties could disrupt our ongoing
business, distract our management and employees and increase our expenses.
Moreover, our profitability may suffer because of acquisition-related costs or
amortization costs for acquired goodwill and other intangible assets.
Furthermore, we may have to incur debt or issue equity securities to pay for any
future acquisitions, the issuance of which would be dilutive to our existing
stockholders or us. If we are unable to successfully address any of these risks,
our business could be harmed.

The Loss Of Any Of Our Executive Officers Or Key Personnel Would Likely Have An
Adverse Effect On Our Business. We need to hire a significant number of
additional sales, support, marketing and product development personnel to expand
our business. If we fail to attract qualified personnel or retain current
employees, our revenues may not increase and could decline. Competition for
these individuals is intense, and we may not be able to attract, assimilate or
retain additional highly qualified personnel in the future. Our future success
also depends upon the continued service of our executive officers and other key
sales, marketing and support personnel. In addition, our products and
technologies are complex and we are substantially dependent upon the continued
service of our existing engineering personnel. Not all of our officers or key
employees are bound by an employment agreement. Our relationships with these
officers and key employees are at will. Moreover, we do not have "key person"
life insurance policies covering any of our employees.

Privacy Concerns With Respect To Our Products And Services Could Negatively
Affect Our Business. Our technology collects and utilizes data derived from user
activity in the GolfPromo Network. Our network enables the use of personal
profiles, in addition to other mechanisms, to deliver targeted marketing
materials, to help compile demographic information and to limit the frequency
with which an advertisement is shown to the user. The effectiveness of our
technology and the success of our business could be limited by any reduction or
limitation in the use of personal profiles. These personal profiles contain bits
of information keyed to a specific server, file pathway or directory location
that is stored in the user's hard drive. Personal profiles are placed on the
user's hard drive without the user's knowledge or consent, but can be removed by
the user at any time through the modification of the user's browser settings. In
addition, currently available applications

Page 21 of 37
<PAGE>

can be configured to prevent personal profiles from being stored on their hard
drive. Some commentators, privacy advocates and governmental bodies have
suggested limiting or eliminating the use of personal profiles. In the event
this occurs, our business would likely suffer.

Government Regulation And Legal Uncertainties Of Doing Business On The Internet
Could Negatively Impact Our Business. Laws and regulations that apply to
Internet communications, commerce and advertising are becoming more prevalent.
These regulations could affect the cost of communicating on the Internet and
negatively affect the demand for our direct marketing solutions or otherwise
harm our business. Recently, the United States Congress enacted Internet
legislation regarding children's privacy, copyright and taxation. A number of
other laws and regulations may be adopted covering issues such as user privacy,
pricing, acceptable content, taxation and quality of products and services. This
legislation could hinder growth in the use of the Internet generally and
decrease the acceptance of the Internet as a communications, commercial and
direct marketing medium. In addition, the growing use of the Internet has
burdened the existing telecommunications infrastructure and has caused
interruptions in the telephone service. Telephone carriers have petitioned the
government to regulate and impose fees on Internet service providers and online
service providers in a manner similar to long distance carriers. The European
Union recently adopted a directive addressing data privacy that may result in
limits on the collection and use of user information.

The laws governing the Internet remain largely unsettled, even in areas where
there has been some legislative action. It may take years to determine whether
and how existing laws including those governing intellectual property, privacy,
libel and taxation apply to the Internet and Internet advertising. In addition,
the growth and development of the market for Internet commerce may prompt calls
for more stringent consumer protection laws, both in the United States and
abroad, that may impose additional burdens on companies conducting, business
over the Internet. Our business could suffer with the adoption or modification
of laws or regulations relating to the Internet, or the application of existing
laws to the Internet.

We May Face Claims For Activities Of Our Customers Which Could Harm Our
Business. Our customers' promotion of their products and services may not comply
with federal, state and local laws. A wide variety of laws and regulations
govern the content of advertisements and regulate the sale of products and
services. There is also uncertainty as to the application of these laws to the
emerging world of advertising on the Internet. We cannot predict whether our
role in facilitating these marketing activities would expose us to liability
under these laws. We may face civil or criminal liability for unlawful
advertising or other activities of our customers. If we are exposed to this kind
of liability, we could be required to pay substantial fines or penalties,
redesign our business methods, discontinue some of our services or otherwise
expend resources to avoid liability. Any costs incurred as a result of that
liability or asserted liability could harm our business.

ITEM 3. DESCRIPTION OF PROPERTY

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<PAGE>

We do not own any real property. We occupy space, without charge, at 24 E. 12th
Street, New York, New York 10003 consisting of approximately four hundred (400)
square feet. This premises is leased to Greenwich Village Pediatrics, which is
the office of our President, Dr. Michael Mitchell.

Mr. B products are manufactured at 275 E. 10th Avenue, Hialeah, Florida 33010.
This facility is approximately fifteen thousand (15,000) square feet. The
premise is leased to Mr. B for a monthly base rental in the amount of four
thousand, two hundred and fifty dollars ($4,250.00). We occupy this space on a
month-to-month basis. The renewal of the lease term is currently under
discussion with the landlord.

We lease office space at 809 North Dixie Highway, Suite 200, West Palm Beach,
Florida for our internet operations. This space is approximately five-thousand
(5000) square feet. The monthly rental for this premise is five thousand dollars
($5,000.00) and the term of the lease is 3 years.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following tables set forth certain information with respect to the
beneficial ownership of our common stock by (a) each person known to us to be
the beneficial owner of more than five percent of our common stock, (b)
directors and executive officers both individually and as a group, as of
September 22, 1999. Unless otherwise indicated, we believe that each beneficial
owner has sole voting and investment power over such shares.

(1) Security Ownership of Certain Beneficial Owners

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Name and Address of Number of Beneficially Owned Percentage Ownership of
Title Beneficial Owner Shares Class
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
President and CEO Dr. Michael Mitchell 4,118,309(1) 20.75%
24 East 12th Street
New York, NY 10003
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

(2) Security Ownership of Management

Page 23 of 37
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Director Mr. John H. Flood, III 0 0%
24 East 12th Street
New York, NY 10003
- -----------------------------------------------------------------------------------------------------------------
Director Mr. Don Klosterman 0 0%
24 East 12th Street
New York, NY 10003
- -----------------------------------------------------------------------------------------------------------------
Director Mr. Charles Gargano 250,000 01.26%
633 3rd Ave., 37th Fl.
New York, NY 10017
- -----------------------------------------------------------------------------------------------------------------
Director Mr. Lawrence Slavin 50,000 00.25%
87 St. Jon's Road
Wilton, CT 06897
- -----------------------------------------------------------------------------------------------------------------
Chief Operating Alex Bruni 550,000(2) 2.0%
Officer 24 East 12th Street
New York, NY 10003
- -----------------------------------------------------------------------------------------------------------------
Director Mr. James Walsh 600,000 03.02%
5874 Deerfield Place
Lake Worth, FL 33463
- -----------------------------------------------------------------------------------------------------------------
All Executive Officers and 5,418,309 27.31%
Directors as a group (7
people)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This amount includes 200,000 shares earned by Lynn Mitchell, Dr.
Mitchell's wife, in providing services to the Company.

(2) This amount includes 200,000 shares, which may be obtained at any time by
Mr. Bruni upon exercise of his outstanding options.

We are unaware of any arrangements, which may result in a change in
control of the Company.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Directors and Executive Officers.

Page 24 of 37
<PAGE>

The following sets forth the names, ages, positions and terms of office of our
officers and directors. Our directors are elected annually by the shareholders,
and the officers are elected by the board at the first meeting of the board
following the annual meeting.

- --------------------------------------------------------------------------------
Name Age Position Term of Office
- --------------------------------------------------------------------------------
Dr. Michael Mitchell 44 President and CEO annual
- --------------------------------------------------------------------------------
Mr. Charles A. Gargano 64 Director annual
- --------------------------------------------------------------------------------
Mr. Lawrence J. Slavin 46 Director annual
- --------------------------------------------------------------------------------
Mr. Alex Bruni 41 Chief Operating Officer annual
- --------------------------------------------------------------------------------
Mr. James C. Walsh 58 Director annual
- --------------------------------------------------------------------------------
Mr. Don Klosterman 69 Director annual
- --------------------------------------------------------------------------------
Mr. John H. Flood, III 49 Director annual
- --------------------------------------------------------------------------------

Dr. Michael Mitchell.

Dr. Mitchell obtained a degree in biology from Jacksonville University in 1976.
In 1980, he obtained his M.D. degree from the University of Dominica. Since
1985, he has been a physician at Greenwich Village Pediatrics. He is board
certified in pediatrics and has memberships in the Academy of Pediatrics and the
New York County Medical Society.

Mr. Charles A. Gargano.

Mr. Gargano earned his B.S. and M.B.A. degrees from Fairleigh Dickinson
University and an M.S. in civil engineering from Manhattan College. He served
under Presidents Reagan and Bush as the Ambassador to the Republic of Trinidad
and Tobago. Since 1995, Mr. Gargano has served as the Commissioner for the New
York State Department of Economic Development, while simultaneously serving his
appointment as Chairman of Empire State Development, Inc. Mr. Gargano is a
licensed Professional Engineer and a Civil Engineer.

Mr. Lawrence J. Slavin.

In 1974, Mr. Slavin received his history degree at Hofstra University. He then
received his M.A. in Healthcare Administration at C.W. Post College in 1977.
From 1991 through 1996, he worked as Executive Director and Managing Partner of
Hartsdale Diagnostic & Women's Imaging Service in Hartsdale, New York. In 1996,
Mr. Slavin became Vice President of Business Development and Marketing at U.S.
Management Systems, Inc., a healthcare management service company, where he
developed and managed sales and marketing plans for entities in the healthcare
industry. In 1998, Mr. Slavin began service as the President of Slavin
Consulting, LLC, a healthcare consulting firm in

Page 25 of 37
<PAGE>

Wilton, Connecticut, where he focuses on the development of strategic growth
plans for healthcare related facilities.

Mr. Alex Bruni.

Mr. Bruni serves the Company as the Chief Operating Officer. He obtained a BBA
in Accounting and a MS in Taxation from Hofstra University. From 1988 through
1998, Mr. Bruni worked at American Express as the Director of International
Taxes, managing a staff of five tax accountants while managing and planning
American Express international operations. In addition, Mr. Bruni worked as a
tax manager for Nomura Securities from 1986 through 1988 and as a tax specialist
for Wertheim Schroder from 1984 through 1986.

Mr. James C. Walsh.

Mr. Walsh received his B.S. and J.D. degrees from the University of Alabama. He
is admitted to practice law in Louisiana and New York, where he has been
practicing since 1966. Mr. Walsh practices in his own firm, specializing in the
representation of entertainers and professional athletes. He is also the
President of Namanco Productions, Inc. specializing in the marketing and
management of athletes. Mr. Walsh is a Director of Sportsline, USA, Inc., a
NASDAQ publicly traded company under the symbol "SPLN." This company is an
Internet based sports media company.

Mr. Don Klosterman.

Mr. Klosterman graduated from Loyola University of Los Angeles in 1952. He is a
former Chairman of the Board and currently Director for the public television
company NTN (an AMEX company). He also serves as Director for Aldila, a golf
shaft manufacturing company traded on NASDAQ, Director for the National
Registry, Inc., a software development company traded on NASDAQ, and as a
Director of the Bel-Air Country Club.

Mr. John H. Flood, III.

Mr. Flood received his A.B in Psychology from Harvard College in 1975. He
obtained his J.D. from the University of Virginia School of Law in 1978. Mr.
Flood is currently the President of Oldron Sports & Entertainment Company, which
does professional sports team marketing and consulting. Prior to his current
position, Mr. Flood directed and managed the National Football League
Properties, Inc. for eleven years. There, he held the positions of Director of
Legal and Business Affairs, Executive Vice President, General Counsel, and
President.

Significant Employees.

We currently have no significant employees not mentioned above.

Family Relationships.

As of the date of this registration statement, there are currently no family
relationship among our directors, executive officers or persons nominated for
such positions.

Involvement in Certain Legal Proceedings.

Page 26 of 37
<PAGE>

As of the date of this registration statement, no events have occurred during
the past five years, which would be material to an evaluation of the ability or
integrity of any director, officer or persons nominated for such positions.

ITEM 6. EXECUTIVE COMPENSATION.

<TABLE>
<CAPTION>
Summary Compensation Table
- ---------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
- ---------------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
- ---------------------------------------------------------------------------------------------------------------------------

(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ---------------------------------------------------------------------------------------------------------------------------
Name and Restricted Securities
Principle Salary Bonus Other Annual Stock Award(s) Underlying LTIP All Other
Position Year ($) ($) Compensation ($) ($) Options/SARs (#) Payouts ($) Compensation ($)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael
Mitchell, 1997 0 0 0 0 0 0 0
President 1998 0 0 0 $1,925,000 0 0 0
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Michael Mitchell, M.D.

On June 1, 1998, we entered into an employment agreement with Dr. Michael
Mitchell for his services as our President and Chief Operating Officer. The
agreement is for a term of five (5) years. There may be termination for cause
ninety (90) days after a written demand for services by the board of directors
has been provided. Termination without cause requires at least three (3) months
notice to Dr. Mitchell. Dr. Mitchell's duties include all those customary for
such positions, as well as any duties reasonably imposed or removed from such
customary duties under our discretion. Dr. Mitchell is to perform such services
at least twenty (20) hours per week. As consideration for these services, we
have agreed to pay Dr. Mitchell an annual salary of two hundred, sixty thousand
dollars ($260,000.00) payable in weekly installments of five thousand dollars
($5,000.00). This salary is to be increased each year by at least four percent
(4%) during the term of the agreement.

Alex Bruni.

Pursuant to the terms of the agreement in which we purchased all of the
outstanding shares of Play Golf, we agreed to employ Alex Bruni for a period of
two-years from May 26, 1999 as Chief Operating Officer of Play Golf and Golf
Universe at an annual salary of $104,000 payable in bi-weekly installments.

Eric Reinertsen.

Page 27 of 37
<PAGE>

Pursuant to the terms of the agreement in which we purchased all of the
outstanding shares of Golf Promo, we agreed to employ Eric Reinertsen for a
period of one-year from the date of the agreement at an annual salary of $60,000
payable in bi-weekly installments. This agreement is renewable at the mutual
option of the parties.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In January 1999, we issued two-million (2,000,000) shares of our common stock to
Dr. Michael Mitchell, our President and Director as compensation for services
rendered under his employment contract for the period from June 1, 1998 through
December 31, 1998. In September of 1998, we issued 200,000 shares of our common
stock to Lynn Mitchell, wife of Dr. Michael Mitchell, for services rendered to
the Company. In addition, Dr. Mitchell periodically makes short-term loans to
the Company for operations without specific repayment terms. (See Financial
Statements.) Other than those described therein, we have no transactions which
involved or are planned to involve a direct or indirect interest of a director,
nominee, executive officer, 5% shareholder or any family of such parties.

Parents of the Company.

We are not a subsidiary of any other company.

ITEM 8. DESCRIPTION OF SECURITIES.

Common Stock.

In General. We are authorized to issue fifty million (50,000,000) shares of
common stock, par value $0.001 per share, of which nineteen million, eight
hundred and forty-six thousand, seven hundred and twenty-five (19,846,725)
shares were issued and outstanding as of September 24, 1999. All of the issued
and outstanding common stock is fully paid and nonassessable.

Voting. Each share of our common stock entitles the holder thereof to one vote
per share in the election of directors and in all other matters upon which
stockholders are entitled to vote.

The holders of shares of common stock do not have cumulative voting rights,
which means that the holders of more than fifty percent (50%) of such
outstanding shares voting for the election of directors can elect all of the
directors to be elected, if they so choose. In such event the holders of the
remaining shares will not be able to elect any of our directors.

Dividends. Each share of common stock entitles the holder thereof to receive
cash dividends, as the Board of Directors may declare from funds legally
available therefore. However, we do not intend to declare any dividend on our
common stock in the foreseeable future.

Preemptive Rights. There are no preemptive rights with respect to the common
stock. Upon liquidation, dissolution or winding up of our affairs, and after
payment of creditors, the assets legally available for distribution will be
divided ratably on a share-for-share basis among the holders of the outstanding
shares of common stock.

Page 28 of 37
<PAGE>

Debt Securities.

As of the date of this registration statement, we have no debt securities
outstanding.

Other Securities.

As of the date of this registration statement, we have 200,000 options
outstanding, and we are not authorized to issue preferred stock. We have 50
warrants outstanding, which are each eligible to be exercised for 7 shares at
$0.35 per share.

Page 29 of 37
<PAGE>

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS

Market Information.

Since mid-1998, our common stock has been traded on the NASDAQ Over-The-Counter
Bulletin Board under the symbol "LCSG." The following chart sets forth the high
and low sales prices for each quarter since listing of the Company's common
stock.

1998 Quarter High Low
July 1 - September 30 $0.50 $0.20
October 1 - December 31 $1.49 $0.25

1999 Quarter
January 1 - March 31 $2.75 $0.75
April 1 - June 30 $3.62 $2.25
July 1 - September 30 $2.625 $1.218

No prediction can be made as to the effect, if any, that future sales of shares
of common stock or the availability of common stock for future sale will have on
the market price of the common stock prevailing from time-to-time. Sales of
substantial amounts of common stock on the public market could adversely affect
the prevailing market price of the common stock.

Holders.

As of December 6, 1999, there were approximately 420 holders of common stock.

Dividends.

We have not paid a cash dividend on the common stock since the arrival of our
current management, and we do not plan to declare a dividend in 1999. Management
anticipates that any funds available will be reinvested in our business. The
payment of dividends may be made at the discretion of our Board of Directors and
will depend upon, among other things, our operations, capital requirements, and
overall financial condition.

ITEM 2. LEGAL PROCEEDINGS

Currently, there are no legal proceedings pending against us. However, from time
to time we could be subject to suits arising in the ordinary course of business.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have not had any changes in or disagreements with our accountants on any
accounting and financial disclosure issue.

Page 30 of 37
<PAGE>

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

Issuances for Mergers and Acquisitions.

On October 14, 1997, we issued 10,279,216 shares of common stock to Linkun
Holding Company in exchange for certain assets of Linkun Holding Company. On
October 17, 1997, we transferred these assets to WMF Holding Company in exchange
for services valued at fifteen hundred dollars ($1,500.00). On October 28, 1997
we issued eight hundred fifty thousand (850,000) shares of our common stock in
our merger with LCS New York. On May 1, 1998, we issued four hundred thousand
(400,000) shares of our common stock in our acquisition of Golf Universe. On
November 17, 1998, we issued one hundred fifty thousand (150,000) shares of our
restricted common stock in our acquisition of Mr. B. On January 26, 1999, we
issued two hundred thousand (200,000) shares of our common stock and an option
to purchase an additional 200,000 shares of our common stock in our acquisition
of Play Golf. On March 8, 1999, we issued three hundred fifty thousand (350,000)
shares of our common stock in connection with our acquisition of Golf Promo on
February 15, 1999.

The aforementioned share issuances were all made in reliance upon the exemption
from registration provided in Section 4(2) of the Securities Act of 1933, as
amended ("The Act"). We believe the exemption from registration in Section 4(2)
of The Act was available because the transactions did not involve a public
offering. No commissions were paid in any of these transactions.

We issued the following securities in reliance up on the exemption provided in
Rule 504 of Regulation D, of The Act. The securities were issued in reliance on
Rule 504 of Regulation D of The Act. Our basis for claiming this exemption is i)
we were not a reporting company at the time of the transactions; ii) we were not
an investment company; iii) we were not development stage company without a
specific plan of business or purpose; and iv) we did not receive aggregate
proceeds of more than $1,000,000 in a twelve month period. No commissions were
paid in these transactions. On September 21, 1998, we issued 905,000 shares of
our common stock for Consulting and Business Services rendered for the Company.
On October 6, 1998, we issued 42,000 shares of our common stock for Legal and
Administrative Services rendered for the Company. On October 15, 1998, we issued
18,000 shares of our common stock for Legal Services rendered for the Company.
On October 22, 1998, we issued 137,000 shares of our common stock for Legal and
Management Services rendered for the Company. On November 3, 1998, we issued
34,200 shares of our common stock for Legal Services rendered for the Company.
On November 12, 1998, we issued 35,000 shares of our common stock for Consulting
Services rendered for the Company. On November 15, 1998, we issued 16,500 shares
of our common stock for Legal Services rendered for the Company. On November 19,
1998, we issued 50,000 shares of our common stock for Consulting Services
rendered for the Company. On November 23, 1998, we issued 20,000 shares of our
common stock for Consulting Services rendered for the Company. On November 30,
1998, we issued 11,800 shares of our common stock for Legal Services rendered
for the Company.

On December 1, 1998, we completed the sale of 200,000 units, each comprised of 1
share of common stock and 2 warrants for the purchase 7 shares of common stock
at an exercise price of $0.35, at $0.10 per unit pursuant to an offering under
Rule 504 of Regulation D of The Act. We raised

Page 31 of 37
<PAGE>

$993,752.50 in cash proceeds from the offering. The aforementioned securities
were issued in reliance on Rule 504 of Regulation D of The Act. Our basis for
claiming this exemption is i) we were not a reporting company at the time of the
transactions; ii) we were not an investment company; iii) we were not
development stage company without a specific plan of business or purpose; and
iv) we did not receive aggregate proceeds of more than $1,000,000 in a twelve
month period. No commissions were paid in these transactions.

On December 7, 1998, we issued 125,000 shares of our common stock for Consulting
Services rendered for the Company. On December 9, 1998, we issued 350,000 shares
of our common stock for Consulting Services rendered for the Company. On
December 10, 1998, we issued 11,100 shares of our common stock for Legal
Services rendered for the Company. On December 11, 1998, we issued 55,000 shares
of our common stock for Consulting Services rendered for the Company. On
December 15, 1998, we issued 400,000 shares of our common stock for payment of a
Licensing Fee due from the Company. On December 16, 1998, we issued 7,000 shares
of our common stock for Legal Services rendered for the Company. On December 21,
1998, we issued 7,200 shares of our common stock for Legal Services rendered for
the Company. On December 22, 1998, we issued 35,000 shares of our common stock
for Management Services rendered for the Company. The aforementioned securities
were issued in reliance on Rule 504 of Regulation D of The Act. Our basis for
claiming this exemption is i) we were not a reporting company at the time of the
transactions; ii) we were not an investment company; iii) we were not
development Stage Company without a specific plan of business or purpose; and
iv) we did not receive aggregate proceeds of more than $1,000,000 in a twelve
month period. No commissions were paid in these transactions.

On January 26, 1999, we issued 25,000 shares of our common stock for Legal
Services rendered for the Company. On March 1, 1999, we issued 20,000 shares of
our common stock for Legal Services rendered for the Company. On March 1, 1999,
we issued 175,000 shares of our common stock for Public Relations and Consulting
Services rendered for the Company. On March 3, 1999, we issued 20,000 shares of
our common stock for Consulting Services rendered for the Company. On March 4,
1999, we issued 7,500 shares of our common stock for Legal Services rendered for
the Company. On April 9, 1999, we issued 115,000 shares of our common stock for
Legal Services rendered for the Company. On April 21, 1999, we issued 50,000
shares of our common stock for Legal Services rendered for the Company. The
aforementioned securities were issued in reliance on Rule 504 of Regulation D of
The Act. Our basis for claiming this exemption is i) we were not a reporting
company at the time of the transactions; ii) we were not an investment company;
iii) we were not development stage company without a specific plan of business
or purpose; and iv) we did not receive aggregate proceeds of more than
$1,000,000 in a twelve month period. No commissions were paid in these
transactions.

We issued the following securities in reliance up on the exemption provided in
Section 4(2) of The Act. We believed that this exemption was available in each
of the above transactions, as they did not involve a public offering. No
commissions were paid in these transactions. On September 21, 1998, we issued
120,000 restricted shares of our common stock for Business Consulting Services
rendered

Page 32 of 37
<PAGE>

to the Company. On October 23, 1998, we issued 15,000 restricted shares of our
common stock for Business Consulting Services rendered to the Company. On
November 6, 1998, we issued 35,000 restricted shares of our common stock for
Business Consulting Services rendered to the Company.

On December 7, 1998, we issued 75,000 restricted shares of our common stock for
the repayment of debt owed by the Company. On December 11, 1998, we issued
115,000 restricted shares of our common stock for Business Consulting Services
rendered to the Company. On December 15, 1998, we issued 200,000 restricted
shares of our common stock as payment of a Licensing Fee due by the Company. On
December 21, 1998, we issued 110,000 restricted shares of our common stock for
Consulting Services rendered to the Company.

On January 4, 1999, we issued 15,000 restricted shares of our common stock for
Public Relations Services rendered to the Company. On January 5, 1999, we issued
2,000,000 restricted shares of our common stock to our President, Dr. Michael
Mitchell, in lieu of compensation for services rendered to the Company. On
January 7, 1999, we issued 1,200,000 restricted shares of our common stock as
payment of a Licensing Fee due by the Company. On January 26, 1999, we issued
1,015,000 restricted shares of our common stock for various Consulting Services
rendered to the Company.

On February 17, 1999, we issued 265,000 restricted shares of our common stock
for Consulting Services rendered to the Company. On March 1, 1999, we issued
80,000 restricted shares of our common stock for Consulting Services rendered to
the Company. On March 4, 1999, we issued 20,000 restricted shares of our common
stock for Consulting Services rendered to the Company. On March 8, 1999, we
issued 30,000 restricted shares of our common stock for Consulting Services
rendered to the Company. On March 25, 1999, we issued 80,000 restricted shares
of our common stock for Consulting Services rendered to the Company. On April 9,
1999, we issued 15,000 restricted shares of our common stock for Administrative
Services rendered to the Company. On May 21, 1999, we issued 30,000 restricted
shares of our common stock for Consulting Services rendered to the Company.

On June 1, 1999, we issued 50,000 restricted shares of our common stock for
Consulting Services rendered to the Company. On June 24, 1999, we issued 125,000
restricted shares of our common stock for Executive Services rendered to the
Company. On June 28, 1999, we issued 200,000 restricted shares of our common
stock for Consulting Services rendered to the Company. On July 27, 1999, we
issued 200,000 restricted shares of our common stock for Consulting Services
rendered to the Company. On August 23, 1999, we issued 275,000 restricted shares
of our common stock for Consulting Services rendered to the Company. On
September 23, 1999, we issued 3,000 restricted shares of our common stock for
Consulting Services rendered to the Company.

Item 5. Indemnification of Directors and Officers

Our bylaws provide that we shall indemnify each of our directors and officers
against all costs and expenses actually and necessarily incurred by him or her
in connection with the defense of any action, suit or proceeding in which he or
she may be involved or to which he or she may be made a party by

Page 33 of 37
<PAGE>

reason of his or her being or having been such director or officer, except in
relation to matters as to which he or she shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty.

Page 34 of 37
<PAGE>

PART F/S

Page 35 of 37
<PAGE>

PART III

Item 1. Index to Exhibits.

- --------------------------------------------------------------------------------
Exhibit Number Description
- --------------------------------------------------------------------------------
2.1 Linkun Holding Company
- --------------------------------------------------------------------------------
2.2 LCS Golf, Inc. Merger
- --------------------------------------------------------------------------------
2.3 Golf Universe, Inc.
- --------------------------------------------------------------------------------
2.4 Mr. "B" III, Inc.
- --------------------------------------------------------------------------------
2.5 GolfPromo, Inc.
- --------------------------------------------------------------------------------
2.6 Play Golf Now, Inc.
- --------------------------------------------------------------------------------
3.1 Articles of Incorporation, as amended
- --------------------------------------------------------------------------------
3.2 By-laws
- --------------------------------------------------------------------------------
4.1 Form of Common Stock Certificate
- --------------------------------------------------------------------------------
21 Subsidiaries
- --------------------------------------------------------------------------------
27 Financial Data Schedule
- --------------------------------------------------------------------------------

Page 36 of 37
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

/s/ Dr. Michael Mitchell
------------------------
By: Dr. Michael Mitchell, President
Dated: December 9, 1999

Page 37 of 37
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

Page
----

Independent Auditors' Reports 1-2

Consolidated Balance Sheets
as at February 28, 1999 and August 31, 1999 3

Consolidated Statements of Operations
for the Years Ended February 28, 1998 and 1999
and the Six Months Ended August 31, 1998 and 1999 4

Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended February 28, 1998 and 1999 and for the
Six Months Ended August 31, 1999 5

Consolidated Statements of Cash Flows 7
for the Years Ended February 28, 1998 and 1999
and the Six Months Ended August 31, 1998 and 1999

Notes to Consolidated Financial Statements 9
<PAGE>

Independent Auditors' Report

To the Shareholders
LCS Golf, Inc.

We have audited the accompanying consolidated balance sheet of LCS GOLF,
INC. AND SUBSIDIARIES as at February 28, 1999 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of LCS Golf, Inc.
and Subsidiaries as at February 28, 1999 and the results of their operations and
their cash flows for the year then ended in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred significant losses from operations for the year ended
February 28, 1999 and has relied on loans from its major stockholder. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans regarding this matter are also described in
Note A. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ CORNICK, GARBER & SANDLER, LLP
----------------------------------
CERTIFIED PUBLIC ACCOUNTANTS

New York, New York
September 1, 1999

-1-
<PAGE>

Independent Auditors' Report

LCS Golf, Inc.
New York, New York

We have audited the accompanying statements of operations, stockholders'
equity and cash flows of LCS Golf, Inc. for the year ended February 28, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of LCS Golf,
Inc. for the year ended February 28, 1998 in conformity with generally accepted
accounting principles.

/s/ J.T. SHULMAN & COMPANY, P.C.
-----------------------------------
CERTIFIED PUBLIC ACCOUNTANTS

Carle Place, New York
May 19, 1998

-2-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

February 28, August 31,
1999 1999
----------- ----------
ASSETS (Unaudited)

Current assets:
Cash $ 289,029 $ 88,032
Accounts receivable (Note C) 196,478
Due from factor (Note C) 94,584 28,898
Inventory (Note D) 73,377 223,736
Prepaid and other current assets 335,617 38,699
Loans to stockholder - officer (Note E) 26,515
---------- ----------

Total current assets 819,122 575,843

Fixed assets - at cost, less accumulated
depreciation and amortization (Note F) 43,050 58,489

Prepaid license fee (Note G) 1,546,912 1,467,583

Intangible assets (Note A) 1,522,886 1,444,702

Security deposits 10,200 20,200
---------- ----------
TOTAL $3,942,170 $3,566,817
========== ==========

The notes to financial statements are made a part hereof.

-3-
<PAGE>

February 28, August 31,
1999 1999
------------ ------------
LIABILITIES (Unaudited)

Current liabilities:
Accounts payable and accrued expenses $ 156,762 $ 493,781
Notes payable 50,000
Loans from stockholders - officer 289,566
Other current liabilities 41,928 55,046
------------ ------------

Current liabilities before liabilities
subsequently paid with common stock 198,690 888,393
------------ ------------

Liabilities subsequently paid with common
stock (Note H) 1,830,796 6,689
------------ ------------

Commitments (Notes H and I)

STOCKHOLDERS' EQUITY
(Notes A, B, G, H and I)

Common stock - $.001 par value each -
authorized 50,000,000 shares; issued and
outstanding 17,519,225 shares at February 28,
1999 and 19,286,725 shares at August 31,
1999 17,519 19,287
Additional paid-in capital 7,617,880 10,667,555
Deficit (from November 1, 1997 date of
quasi-reorganization) (5,722,715) (8,015,107)
------------ ------------

Total stockholders' equity 1,912,684 2,671,735
------------ ------------

TOTAL $ 3,942,170 $ 3,566,817
============ ============
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year Ended Six Months Ended
February 28, August 31,
---------------------------- ----------------------------
1998 1999 1998 1999
------------ ------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C> <C>
Sales $ 107,840 $ 744,012

Cost of sales 191,872 421,242
------------ ------------

Balance (84,032) 322,770

Selling, general and administrative
expenses (includes $3,916,
$5,141,680, $2,028,070 and
$1,220,647, respectively, of
expenses paid with common stock) $ 21,100 5,551,559 $ 2,086,712 2,603,251
------------ ------------ ------------ ------------

(Loss) from operations (21,100) (5,635,591) (2,086,712) (2,280,481)

Other income (expense):
Other income 22,910 23,720 1,282
Interest expense (2,204) (5,602) (13,193)
------------ ------------ ------------ ------------

NET (LOSS) $ (23,304) $ (5,618,283) $ (2,062,992) $ (2,292,392)
============ ============ ============ ============

Net (loss) per share $ (.01) $ (.63) $ (.33) $ (.12)
============ ============ ============ ============

Weighted average number of
shares outstanding 3,615,735 8,961,285 6,327,830 18,784,225
============ ============ ============ ============
</TABLE>

The notes to financial statements are made a part hereof.

-4-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED FEBRUARY 28, 1998 and 1999 (AUDITED)
AND THE SIX MONTHS ENDED AUGUST 31, 1999 (UNAUDITED)
(NOTES A, B, G, H AND I)

<TABLE>
<CAPTION>
Total
Stockholders'
Common Shares Additional Equity
-------------------------- Paid-in (Capital
Shares Amount Capital Deficit Deficiency)
----------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
Balances - March 1, 1997 988,250 $ 988 $ 276,268 $(405,526) $ (128,270)

Additional shares provided to existing
shareholders prior to recapitalization 364,750 365 (365)

Recapitalization and reorganization:
(Note A)
Investments in majority stock of acquired
company applied to additional paid-in capital (50,000) (50,000)
Issued and outstanding shares of acquired
company 10,279,216 10,279 (10,279)
Reverse split of 1-for-30 on common shares
of acquired company (660,000 shares not
subject to reverse split) (9,298,312) (9,298) 9,298
Common stock issued at par value in exchange
for services rendered in connection with acquisition 3,916,360 3,916 3,916
Contribution of stockholder loans to
additional paid-in capital 223,180 223,180
Effects of quasi reorganization (448,102) 324,398 (123,704)

Net loss for year ended February 28, 1998 (23,304) (23,304)
----------- ----------- ----------- --------- -----------

Balances - March 1, 1998 (carry forward) 6,250,264 6,250 -- (104,432) (98,182)
</TABLE>

-5-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED FEBRUARY 28, 1998 and 1999 (AUDITED)
AND THE SIX MONTHS ENDED AUGUST 31, 1999 (UNAUDITED)
(NOTES A, B, G, H AND I)
-2-

<TABLE>
<CAPTION>
Total
Stockholders'
Common Shares Additional Equity
--------------------------- Paid-in (Capital
Shares Amount Capital Deficit Deficiency)
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balances - March 1, 1998 (brought forward) 6,250,264 $ 6,250 $ (104,432) $ (98,182)
Shares issued In Regulation D offering 2,982,150 2,982 $ 976,722 979,704
Shares issued in connection with
acquisitions 1,500,000 1,500 1,302,450 1,303,950
Options issued in connection with
acquisition 169,755 169,755
Shares issued for services 6,786,811 6,787 5,168,953 5,175,740
Net (loss) for the year ended
February 28, 1999 (5,618,283) (5,618,283)
------------ ------------ ------------ ------------ ------------

BALANCES - FEBRUARY 28, 1999 17,519,225 17,519 7,617,880 (5,722,715) 1,912,684

Liabilities paid with common stock 1,107,500 1,108 1,526,117 1,527,225
Shares issued for services 660,000 660 1,523,558 1,524,218
Net (loss) for the six months
ended August 31, 1999 (2,292,392) (2,292,392)
------------ ------------ ------------ ------------ ------------

Balances - August 31, 1999 19,286,725 $ 19,287 $ 10,667,555 $ (8,015,107) $ 2,671,735
============ ============ ============ ============ ============
</TABLE>

The notes to financial statements are made a part hereof.

-6-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended Six Months Ended
February 28, August 31,
-------------------------- --------------------------
1998 1999 1998 1999
----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN CASH

Cash flows from operating activities:
Net (loss) $ (23,304) $(5,618,283) $(2,062,992) $(2,292,392)

Adjustments to reconcile results of
operations to net cash effect of operating
activities:
Depreciation and amortization 80,206 8,359 161,233
Issuance of common stock for services -
net 3,916 5,141,680 2,028,070 1,220,647
Changes in assets and liabilities, net of
effects of acquisition of businesses:
Accounts receivable (196,478)
Due from factor 178,539 65,686
Inventory (21,573) (150,359)
Prepaid and other current assets (30,223) 296,918
Prepaid licensing fee (25,000)
Security deposits (10,000)
Accounts payable and accrued expenses (95) 71,543 (6,546) 343,708
Other current liabilities (2,148) 13,500 13,118
----------- ----------- ----------- -----------

Net cash used for operating
activities (19,483) (225,259) (19,609) (547,919)
----------- ----------- ----------- -----------

Cash flows from investing activities:
Payment for purchases of businesses (50,000) (369,446) (15,482)
Purchase of fixed assets (19,159)
Loans to officer/stockholder (26,515) 26,515
----------- ----------- ----------- -----------

Net cash provided by (used for)
investing activities (50,000) (395,961) (15,482) 7,356
----------- ----------- ----------- -----------

Cash flows from financing activities:
Net proceeds from issuance of shares
in Regulation D 979,704 35,750
Proceeds from notes issued 50,000
Proceeds from officer/stockholder's
loans 70,450 5,789 408,653
Repayment of officer/stockholder's
loans (70,450) (119,087)
----------- ----------- ----------- -----------

Net cash provided by
financing activities 70,450 909,254 41,539 339,566
----------- ----------- ----------- -----------

NET INCREASE (DECREASE) IN CASH 967 288,034 6,448 (200,997)

Cash - March 1 28 995 995 289,029
----------- ----------- ----------- -----------

CASH - FEBRUARY 28 $ 995 $ 289,029 $ 7,443 $ 88,032
=========== =========== =========== ===========
</TABLE>

(Continued)

-7-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
-2-
<TABLE>
<CAPTION>
Year Ended Six Months Ended
February 28, August 31,
------------------------- -------------------------
1998 1999 1998 1999
----------- ----------- ----------- -----------
(Unaudited)
<S> <C> <C> <C> <C>
Supplementary disclosures of cash paid
during the year for:
Interest $ 333 $ 11,059
=========== ===========

Income taxes $ 5,602
===========
</TABLE>

The notes to financial statements are made a part hereof.

-8-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)

NOTE A - Description of Business and Summary of Significant Accounting Policies

The Company

On October 28, 1997, LCS Golf, Inc. (the Company), an inactive New York
corporation, was merged into an inactive Delaware corporation with the
same name ("LCS Delaware") in exchange for 4,904,610 shares of LCS
Delaware's common stock, which includes 3,916,360 shares issued to certain
existing shareholders of the Company for services rendered in connection
with the merger. LCS Delaware had originally been incorporated on October
8, 1997 as Linkun Enterprise Inc. and had issued 320,904 common shares
(after giving effect to a 1-for-30 reverse split on certain outstanding
shares immediately prior to the merger) for certain assets of another
company which were then sold shortly thereafter for $1,500. For financial
accounting purposes, the merger on October 28, 1997 has been treated as
the acquisition of LCS Delaware by the Company. However, no value has been
ascribed to the common stock held by the LCS Delaware shareholders or to
the additional shares issued to the Company's shareholders for services
rendered in connection with the merger because at the date of merger both
companies were inactive and their common shares were not actively traded.

The Company was formed under the laws of the State of New York on March 8,
1994. On October 26, 1994, the Company commenced business operations with
the purchase of substantially all of the assets and the assumption of
specific liabilities of Bert Dargie Golf, Inc., a Tennessee corporation
engaged in the business of designing, assembling and marketing golf clubs
and related accessories.

In August, 1996, the Company conveyed, assigned, transferred and delivered
substantially all of its business assets to Dargie Golf Co. (the
"Purchaser") in exchange for the: i) cancellation of the remaining debt
owed to the Purchaser arising from the October 26, 1994 purchase, ii) sale
by Herbert A. Dargie III of his 5 percent ownership interest in the
Company to the Company and, iii) the assumption of certain liabilities of
the Company by the Purchaser.

The Company retained all of its rights to the specialty golf club known as
the "Rattler." Additionally, the Purchaser granted to the Company a
license to use the "Dargie" name in connection with the marketing of the
"Rattler" utility club outside a 200 mile radius of Memphis, Tennessee for
a term of no less than eighteen months.

(Continued)

-9-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-2-

NOTE A - Description of Business and Summary of Significant Accounting Policies
(Continued)

The Company (Continued)

Effective November 1, 1997, the stockholders of the Company approved a
plan of informal quasi reorganization whereby intangible and other assets
aggregating $123,704 were written off to accumulated deficit.
Additionally, accumulated deficit and additional paid-in capital were each
reduced by $448,102. The $50,000 cash acquisition cost of LCS Delaware,
which was initially credited to additional paid-in capital, was
subsequently offset against accumulated deficit in the quasi
reorganization described above.

After the acquisitions described in Note B, the Company is primarily
engaged in the acquisition and operation of companies which provide
products and services to the golf playing public. These products and
services include magnetic therapeutic devices, discounted greens fees and
other services, and a golf website (http:www.golfuniverse.com) which
provides various golf-related hyperlinks to other golf websites and golf
course previews.

Principles of Consolidation

The consolidated financial statements include the accounts of LCS and its
subsidiaries, all of which are wholly owned. All material intercompany
accounts and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying consolidated financial statements have been prepared on a
going concern basis which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.

Through August 31, 1999, the Company has not been able to generate
significant revenues from its operations to cover its costs and operating
expenses. Although the Company has been able to issue its common stock
(Note I) for a significant portion of its expenses or has obtained cash
advances from its principal shareholder (Note E), it is not known whether
the Company will be able to continue this practice or be able to obtain
continuing cash advances or if its revenue will increase significantly to
be able to meet its cash operating expenses.

(Continued)

-10-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-3-

NOTE A - Description of Business and Summary of Significant Accounting Policies
(Continued)

Basis of Presentation (Continued)

This, in turn, raises substantial doubt about the Company's ability to
continue as a going concern. Management believes that the subsidiaries
acquired during the current year will begin to generate higher revenues
and that the Company will be able to raise additional funds through an
offering of its common stock or alternative sources of financing. However,
no assurances can be given as to the success of these plans. The financial
statements do not include any adjustments that might result from the
outcome of these uncertainties.

Interim Financial Data

The unaudited financial information as of August 31, 1999 and for the six
months ended August 31, 1999 and 1998 has been prepared on the same basis
as the audited consolidated financial statements and, in the opinion of
management, contain all adjustments (consisting of normal recurring
adjustments) necessary to present fairly the financial information in
accordance with generally accepted accounting principles.

Inventories

Inventories are valued at the lower of cost determined on a first-in,
first-out basis or market.

Depreciation of Equipment

Depreciation is provided utilizing the straight-line method over the
estimated useful lives of the related assets. For income tax purposes,
accelerated depreciation methods are utilized for certain assets.

Deferred Income Taxes

Deferred income taxes are reported using the liability method. Deferred
tax assets are recognized for deductible temporary differences and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are the differences between the reported amounts of
assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment.

(Continued)

-11-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-4-

NOTE A - Description of Business and Summary of Significant Accounting Policies
(Continued)

Deferred Income Taxes (Continued)

As a result of the Company's recent re-commencement of operations and its
net losses to date, the Company has provided a valuation allowance of
$2,169,000 at February 28, 1999 and $3,053,000 at August 31, 1999 against
the income tax benefit attributable to its net operating loss
carryforwards and other temporary differences which aggregate
approximately $5,618,000 and $7,832,000 at February 28, 1999 and August
31, 1999, respectively. Almost all of such temporary differences relate to
the Company's net operating loss carryforwards which expire substantially
in 2019.

Intangible Assets

Intangible assets which are comprised of the goodwill, customer lists and
website costs relating to acquisitions (Note B) are being amortized on a
straight-line basis over ten years.

The Company plans to evaluate these assets for impairment on the basis of
whether their cost is recoverable from projected, undiscounted net cash
flows for each related business.

Concentrations

Financial instruments which potentially subject the Company to
concentration of credit risk consist of accounts receivable and cash
deposits. Cash balances are held principally at one financial institution
and many exceed Federal Deposit Insurance Corporation insured amounts.

For the year ended February 28, 1999, sales to two customers accounted for
approximately 89% of total sales, the largest of which represented
approximately 73% of the total. For the six months ended August 31, 1999,
sales to two customers accounted for approximately 32% of total sales;
each one represents approximately 16%. In addition, four customers
accounted for approximately 90% of accounts receivable at August 31, 1999,
the two largest accounting for 65%.

(Continued)

-12-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-5-

NOTE A - Description of Business and Summary of Significant Accounting Policies
(Continued)

Advertising Costs

The Company expenses its advertising costs when incurred. However, $10,000
of expenses relating to an infomercial which is being produced as of
February 28, 1999 are included in prepaid expenses and will be expensed
upon the first showing of the infomercial.

Advertising costs were $6,688 for the year ended February 28, 1999 and
$219,336 for the six months ended August 31, 1999. There were no
advertising costs incurred for the year ended February 28, 1998 and the
six months ended August 31, 1998.

Loss Per Share

Loss per share has been computed by dividing the net loss by the weighted
average number of common shares outstanding during each year. The effect
of outstanding stock options is not included in the per share calculations
as it would be antidilutive.

The pro forma per share effect of the shares issued subsequent to February
28, 1999 in payment of liabilities owed at that date (Note H) is to reduce
the net loss per share for the year then ended by $.01.

Use of Estimates

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, liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

NOTE B - Acquisitions

The results of operations of the following acquisitions are included in
the attached consolidated statements of operations and cash flows from
their respective dates of acquisition.

(Continued)

-13-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-6-

NOTE B - Acquisitions (Continued)

Golf Universe, Inc.

On May 1, 1998, the Company acquired, in a purchase transaction, the
outstanding common stock of Golf Universe, Inc., which operates a golf
website that provides hyperlinks to other golf related websites. The
purchase price was $245,250, which included the issuance of 400,000 shares
of the Company's common stock with a market value of $128,500 and a note
payable of $100,000 which was paid prior to February 28, 1999. The
purchase price also includes $16,750 in expenses.

Mr. B III, Inc.

On November 17, 1998, the Company acquired, in a purchase transaction, the
outstanding common stock of Mr. B III, Inc. ("B III"), which designs,
manufactures, markets and distributes therapeutic magnetic products and
specialty pillows. The purchase price was approximately $679,000, which
included a cash payment of $250,000, the issuance of 150,000 shares of the
Company's common stock with a market value of $71,250 and a cash payment
of $250,000. The purchase price also includes expenses of approximately
$358,000, which includes the issuance of 150,000 shares of the Company's
common stock with a market value of approximately $355,000.

Play Golf Now, Inc.

On January 26, 1999, the Company acquired, in a purchase transaction, the
outstanding common stock of Play Golf Now, Inc., which sells memberships
that enable the holder to play at specified golf courses across the
country at reduced greens fees and entitle the holder to receive various
other discounts from participating vendors on golf related items. The
purchase price was approximately $602,000, which included the issuance of
200,000 shares of the Company's common stock to the seller and 250,000
shares of common stock to consultants with a market value aggregating
approximately $432,000. The seller also received non-qualified stock
options to purchase to January 25, 2001, 200,000 shares of the Company's
common stock at $.50 per share. The value of these options at grant date
utilizing the Black-Scholes option-pricing model, was approximately
$170,000. The assumptions used in determining the value of these options
was an expected volatility of 181.00%, an average interest rate of 4.64%
per annum and an expected holding period of two years.

(Continued)

-14-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-7-

NOTE B - Acquisitions (Continued)

Golfpromo, Inc.

On February 15, 1999, the Company acquired, in a purchase transaction, the
outstanding common stock of Golfpromo, Inc., whose principal asset is a
mailing list of golfers. The purchase price was approximately $316,000,
representing the market value of 350,000 shares of the Company's common
stock issued to the seller.

The agreements for the acquisitions of B III, Play Golf Now, Inc. and
Golfpromo, Inc. include a provision that if the price of the Company's
common stock is less than $1.00 per share, one year from the date(s) of
issuance, then additional shares will be issued to the seller(s). The
number of shares to be issued will be the value of the shares originally
issued utilizing the $1.00 per share price less the value of the shares
utilizing the current market price on the one year anniversary of the
acquisition, the difference being divided by one dollar to determine the
additional shares to be issued.

B III is the only one of the foregoing acquisitions which is considered
material in relation to those of the Company. The following presents, on
an unaudited pro forma basis, the net sales, net loss and loss per share
had the B III acquisition occurred on March 1, 1997. The information for B
III is based upon its unaudited financial data for the period March 1,
1998 through November 16, 1998 and for the year ended February 28, 1998.
The pro forma information does not purport to be indicative of the results
of operations that would have occurred had the transaction taken place at
the beginning of the periods presented nor is it indicative of the
expected future results of operations:

Year Ended February 28,
-------------------------
1998 1999
---------- -----------
Net sales $1,242,000 $ 1,130,000
========== ===========

Net loss $ (249,000) $(5,635,000)
========== ===========

Loss per share $ (.06) $ (.62)
========== ===========

(Continued)

-15-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-8-

NOTE C - Due from Factor

B III's agreement with a factor provides for the sale of all credit
approved accounts receivable of B III only at the invoice price less a
factoring commission of 1.75%. Minimum factoring commissions of $15,000 a
year, payable monthly are required. The agreement is automatically
renewable by the Company each October 31, unless the factor gives the
Company 30 - 60 days notice of cancellation prior to that date. The
Company is given credit for the sale within two weeks of collection by the
factor. If a receivable is not collected for any reason other than the
customer's financial inability to pay, the credit approval is
automatically terminated and it becomes a "client risk" receivable. A
client risk receivable is a purchase by the factor with recourse and can
be charged back to the Company at the factor's option. The factor may
advance up to 80% of the purchase price of uncollected accounts
receivable. These advances bear interest at a rate the greater of 9% or 2%
above the prime rate. The factor is collateralized under this agreement by
the accounts receivable, cash in banks and intangible assets of B III. At
February 28, 1999 and August 31, 1999, the Company has a receivable due
from the factor which bears interest at 2% below the prime rate.

In March 1999, the President of the Company personally guaranteed the
above agreement.

The accounts receivable at August 31, 1999 cannot be sold under this
agreement because they were not receivables of B III.

NOTE D - Inventory

Inventory is summarized as follows:

February 28, August 31,
1999 1999
------------ ----------

Raw materials $30,768 $110,159
Work-in-process 4,069 47,210
Finished goods 38,540 66,367
------- --------

Total $73,377 $223,736
======= ========

NOTE E - Loans to/from Major Stockholder/Officer

Loans to/from a major stockholder/officer are payable on demand with
interest at 10% a year. These loans are unsecured. From February 28, 1999
to September 1, 1999, the loans receivable from the stockholder/officer
were repaid and the stockholder/officer made net advances to the Company
of approximately $291,000. At November 30, 1999, the net advances from the
stockholder/officer were $346,000.

(Continued)

-16-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-9-

NOTE F - Equipment

Equipment consists of the following:

As at As at
February 28, August 31, Useful Lives
1999 1999 (Years)
------------ ---------- ------------

Office equipment and computers $10,515 $29,674 5
Machinery and equipment 34,425 34,425 5
------- -------

Total 44,940 64,099

Less accumulated depreciation 1,890 5,610
------- -------

Total $43,050 $58,489
======= =======

Depreciation expense for the year ended February 28, 1999 and the six
months ended August 31, 1999 was $1,890 and $3,720, respectively.

NOTE G - Licensing Agreement

In December 1998, the Company entered into a ten year licensing agreement
for the services of Joe Namath to be a spokesperson to promote the
Company's products. The license fee of approximately $1,586,500, which is
being amortized over the life of the agreement, was paid for by the
issuance of 1,200,000 shares of the Company's common stock with a market
value of $1,174,500, the issuance of 600,000 shares of common stock with a
market value of approximately $387,000 to two individuals who assisted in
obtaining the agreement and $25,000 in cash. The amortization expense for
the year ended February 28, 1999 and for the six months ended August 31,
1999 was approximately $40,000 and $78,000, respectively. In addition, Mr.
Namath is entitled to a royalty fee of 5% of the gross sales, as defined,
generated from products promoted in accordance with the agreement. No
royalties are due for the year ended February 28, 1999 and the six months
ended August 31, 1999.

(Continued)

-17-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-10-

NOTE H - Commitments

Employment Agreements

On June 1, 1998, the Company entered into a five year employment agreement
with its President which provides for a minimum annual salary of $260,000
with annual increases of not less than four percent. However, in lieu of
cash payments of $150,000 due under the agreement through December 1998,
the Company issued 2,000,000 shares of common stock to its President. The
$1,925,000 quoted market value of these shares has been charged to
operations for the year ended February 28, 1999 as officer's salary.

On February 18, 1999, the Company entered into a one year employment
agreement with the Vice President of Golfpromo, Inc., which provides for a
minimum annual salary of $60,000. Additionally, the agreement provides for
a bonus of five percent of sales of Golfpromo, Inc. up to $500,000 and
three percent of its sales between $500,001 to $1,000,000. The agreement
is renewable at the option of both parties. Golfpromo had no sales for the
period ended February 28, 1999 and sales of approximately $268,000 for the
six months ended August 31, 1999. In addition, the Company agreed to
continue the employment of two employees for one year at a combined annual
salary of approximately $76,000.

In connection with the acquisition of Play Golf Now, Inc., the Company
entered into an employment agreement with the seller for a two year period
commencing on May 26, 1999 at an annual salary of $104,000.

Lease

In August 1999, the Company entered into a three year lease for office
space in Florida. The lease can be renewed for an additional two year
term. Rent is $5,000 a month with an annual cost of living increase and is
subject to further adjustments for any increases in real estate taxes or
insurance. The minimum annual base rentals under this lease are as
follows:

Year ending February 28:
-----------------------
2000 $ 40,000
2001 60,000
2002 60,000
2003 20,000
---------

Total $ 180,000
=========

(Continued)

-18-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-11-

NOTE H - Commitments (Continued)

Lease (Continued)

The Company's other locations are leased on a month-to-month basis. Rent
expense was $15,980 for the year ended February 28, 1999 and $400 and
$30,277 for the six month periods ended August 31, 1998 and 1999,
respectively.

NOTE I - Stockholders' Equity

During the year ended February 28, 1999, the Company sold, under
Regulation D of the Federal Securities Act, 200,000 units at $.10 a unit.
Each unit consisted of one share of the Company's common stock and two
common stock warrants. Each warrant is for the purchase of seven shares of
common stock at $.35 a share. As of February 28, 1999, 2,782,150 shares
had been issued for the exercise of the warrants, warrants to purchase 350
shares were outstanding and warrants to purchase 17,500 shares have been
surrendered by the holders. The Company received $979,704 in proceeds from
the sale of units and exercise of the warrants, net of offering expenses
of $14,048.

The Company has issued shares of common stock for the following services
rendered (the shares have been recorded at the quoted market value of the
Company's stock):

Year Ended Six Months Ended
February 28, 1999 August 31, 1999
---------------------- ----------------------
Quoted Quoted
Number of Market Number of Market
Shares Issued for Services Shares Value Shares Value
---------- ---------- ---------- ----------
Licensing agreement (Note G) 1,800,000 $1,561,576
Board of Directors fees 300,000 197,250
Consulting services 2,669,311 2,501,735 643,000 $1,481,407
President's wages (Note H) 2,000,000 1,925,000
Consulting fees - related parties 1,325,000 820,975 15,000 37,500
Finance costs 6,000 12,000
---------- ---------- ---------- ----------

Total 8,094,311 $7,006,536 664,000 $1,530,907
========== ========== ========== ==========

The Company utilized consulting services provided by certain family
members of the President of the Company.

(Continued)

-19-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-12-

NOTE I - Stockholders' Equity

The table for the year ended February 28, 1999 includes 1,307,500 shares
of common stock issued by the Company after February 28, 1999 in payment
of $1,830,796 due for certain business acquisitions, related expenses,
fees and consulting services incurred prior to February 28, 1999. In
addition, the table for the six months ended August 31, 1999 includes
4,000 shares of common stock issued by the Company subsequent to August
31, 1999 in payment of $6,688 for financial costs and consulting.

On June 25, 1999, the stockholders of the Company approved an increase in
the number of authorized shares from 20,000,000 shares to 50,000,000
shares.

NOTE J - Segments

LCS Golf, Inc., through its subsidiaries, provides products and services
to the golf playing public. The Company's two reportable business segments
are managed separately based on fundamental differences in their
operations. They consist of the internet and manufacturing segments. The
internet segment commenced operations subsequent to February 28, 1999.

The internet segment provides diverse services through its web sites,
including direct marketing services and e-mail direct marketing services,
e-commerce news and information, internet access and discounts on golf
products and services.

The manufacturing segment is involved in the design, manufacture,
marketing and distribution of therapeutic magnetic and specialty products.
In November 1999, the Company ceased manufacturing operations and,
utilizing its manufacturing assets, is outsourcing this phase of this
segment.

(Continued)

-20-
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(INFORMATION AS AT AUGUST 31, 1999 AND
FOR THE SIX MONTH PERIODS ENDED
AUGUST 31, 1998 AND 1999 IS UNAUDITED)
-13-

NOTE J - Segments (Continued)

The following table reflects the results of the segments as at August 31,
1999 and the six months then ended, consistent with the Company's
management system. These results are not necessarily a depiction that is
in conformity with generally accepted accounting principles. Certain
significant assets and expenditures which related to the overall
management and operations of the Company are not allocated to any segment.
These expenses include consulting fees, professional fees and general
corporate salaries.

Unallocated
Management/
Total Internet Manufacturing Operations
----------- ----------- ------------- -----------

Sales $ 744,012 $ 444,539 $ 299,473
=========== =========== ===========

Net (loss) income $(2,292,392) $ 45,179 $ (277,533) $(2,060,038)
=========== =========== =========== ===========

Total assets:
August 31, 1999 $ 3,566,816 $ 1,317,190 $ 667,036 $ 1,582,590
February 28, 1999 3,942,170 1,152,037 623,624 2,166,509
----------- ----------- ----------- -----------

(Decrease) increase
in total assets $ (375,354) $ 165,153 $ 43,412 $ (583,919)
=========== =========== =========== ===========

-21-

Exhibit 2.1

UNANIMOUS CONSENT IN LIEU

OF SPECIAL MEETING OF THE

BOARD OF DIRECTORS OF

WASHTON PRODUCTS LTD.

---------------

The undersigned on this 23rd day of April 1997, hereby take the following action
by virtue of this consent in lieu of special meeting of the Board of Directors
of Washton Products Ltd. (WASHTON).

BE IT RESOLVED THAT: The action of the President in entering into and carrying
out the terms of an agreement with Interventional Services Inc. dated April 10,
1997, is hereby ratified, approved and confirmed.

BE IT RESOLVED THAT: The foregoing agreement did not require Washton Products
Ltd. to include it's holdings of shares of various stock securities and other
valuable assets in it's agreement with Interventional Services Inc.

THEREFORE BE IT RESOLVED THAT: WASHTON issue to each shareholder of record date
April 23, 1997, an undivided Interest, equal to the number of shares held in
WASHTON, into a "Company" to be known as Linkun Holding Co.; (LHC) and that
WASHTON transfer and assign to LHC all of its rights, title and Interest in and
to the said stock and other valuable assets and that Morris Diamond shall be the
President of LHC.

Pursuant to the plan of the Board of Directors, the LHC's Interest are allocated
to the shareholders of WASHTON consistent with, and in proportion to,
distributions of Washton Products Ltd. stock. One LHC Interest was allocated for
each share of WASHTON common stock.

FURTHERMORE: that the Board of Directors has determined that the LHC share
<PAGE>

Interest should remain non-certificated, (Book Entry), and will be transferable,
with the consent of the President, under circumstances which assure compliance
with Federal and State securities laws. LHC keep a Book Entry Record of all said
holders of Interest until such time as the President shall deem it prudent, and
for the benefit of all such holders of Interest, to exchange such Interest for
an equal amount of shares of common stock in a corporation to be formed.

MORRIS DIAMOND shall serve as president and Treasurer of LHC and as a member of
its Board of Directors.; (i) and Suzanne Luxenberg shall on the Board of
Directors and as Assistant Secretary.; (ii) and Shirley Diamond shall serve as
Secretary of LHC and as a member of its Board of Directors until its first
regular, annual or special meeting of shareholders.

Shareholders will not be required to pay for Shares received in the Distribution
or to surrender shares in order to receive Shares of the Company. No
certificates or scrip representing fractional Shares will be issued to share
owners as part of the Distribution. The Distribution will qualify as a tax-free
spinoff under Section 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986,
as amended (the "Code"). For federal income tax purposes:

(1) no gain or loss will be recognized by (and no amount will be includable in
the income of) a holder of WASHTON common stock solely as a result of the
receipt of Shares in the Distribution.

(2) assuming that a holder of WASHTON common stock holds WASHTON common stock as
a capital asset, the holder's holding period for the Shares received in the
Distribution will include the holding period during which the common stock was
held.

Regulations require that each Washton Products Ltd. share owner who receives
Shares in the Distribution, attach to the holder's federal income tax return for
the year in which such stock is received, a detailed statement setting forth
such data as may be appropriate in order to show the applicability of Section
355 of the Code to the Distribution.

The foregoing is a summary of the principal federal income tax consequences of
the distribution under current law. It does not purport to cover all federal
income
<PAGE>

tax consequences, or tax consequences that may arise under the tax laws of other
jurisdictions, that may apply to particular categories of share owners. Each
share owner should consult his or her tax advisor as to the particular
consequences of the distribution.

BE IT RESOLVED THAT: The President and Secretary are hereby authorized and
directed to take such action and execute and deliver such documents as may be
required to carry out the meaning and intent of the foregoing resolutions.

/s/ Morris Diamond
- ------------------------
Morris Diamond

/s/ Shirley Diamond
- ------------------------
Shirley Diamond

/s/ Suzanne Luxenberg
- ------------------------
Suzanne Luxenberg
<PAGE>

UNANIMOUS CONSENT IN LIEU OF FIRST

MEETING OF THE BOARD OF DIRECTORS

OF LINKUN ENTERPRISE INC.

------------------

The undersigned hereby take the following action, as of October 10, 1997, by
virtue of this consent in lieu of first meeting of the Board of Directors of
Linkun Enterprise Inc. (the Company).

RESOLVED that the purpose of this consent is to take all steps necessary to
complete the organization of the Company and to enable it to commence business.

RESOLVED that the following are elected officers of the Company to serve until
the next annual meeting of the Board of Directors or until their successors are
elected;

Morris Diamond President, Director
Shirley Diamond Secretary, Treasurer and Director
Suzanne Luxenberg Assistant Secretary, Director

RESOLVED that the actions and business transacted by the incorporator as set
forth in the statement in lieu of an organization meeting, are hereby ratified,
approved and confirmed.

RESOLVED that the form of stock certificate annexed hereto is adopted as the
form of stock certificate of the Company.

RESOLVED that the Company may open such accounts with such banks and financial
institutions as the Directors see fit and that the usual banking resolutions be
annexed to the minutes of the Company as and when they are executed.

RESOLVED that the President and Secretary of the Company are authorized and
empowered to pay all expenses incurred in connection with the organization of
the Company, including filing and legal fees.

RESOLVED that the appropriate officers of the Company are authorized and
directed to take all steps necessary to cause the Company to engage in the
business for which it was organized.

RESOLVED that the officers of the Company take all action necessary to
effectuate the foregoing resolutions.
<PAGE>

/s/ Shirley Diamond
----------------------------
Shirley Diamond: Director

/s/ Morris Diamond
------------------------
Morris Diamond: Director

/s/ Suzanne Luxenberg
-----------------------------
Suzanne Luxenberg: Director
<PAGE>

ACTION BY

THE UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

LINKUN ENTERPRISE INC.

BE IT RESOLVED, that the proper officers of this Corporation be and are hereby
authorized to set aside a non-certificated, undivided interest equal to
10,279,216 shares of this Corporation's Common Stock to Linkun Holding Co. (a
company formed for the benefit of the shareholders of Washton Products Ltd.) in
consideration for the transfer to this Corporation of the assets described in
the attached minutes of the Board of Directors of Washton Products Ltd. dated
April 23, 1997; and be it

FURTHER RESOLVED, that this Corporation consents and agrees to the distribution
by Linkun Holding Co. of 10,279,216 shares of Linkun Enterprise Inc. to the
shareholders of Washton Products Ltd. as contemplated by the attached resolution
of the Board of Directors of Washton Products Ltd.

The foregoing resolutions were adopted by the unanimous written consent of the
directors of this Corporation to be effective October 14, 1997.

/s/ Morris Diamond
------------------
Morris Diamond

/s/ Shirley Diamond
---------------------
Shirley Diamond

/s/ Suzanne Luxenberg
----------------------
Suzanne Luxenberg
<PAGE>

UNANIMOUS CONSENT IN LIEU

OF SPECIAL MEETING OF THE

BOARD OF DIRECTORS OF

LINKUN ENTERPRISE INC.

The undersigned by virtue of this unanimous consent in lieu of special meeting
of the Board of Directors of Linkun Enterprise Inc. (the Company) takes the
following action as of the 14th day of October, 1997:

WHEREAS the President of the Linkun Enterprise Inc. (LINKUN), in his
capacity as President of Linkun Holding Co. (LHC) having deemed it timely
and prudent to exchange interests in LHC for an equal percentage of shares
in Linkun Enterprise Inc., it is

RESOLVED that the President of the Company distribute such shares to its
shareholders and file on Form D, with the Securities and Exchange
Commission a Notice of Exchange under Rule 504 of Regulation D.

BE IT FURTHER RESOLVED that a Form M-11 be filed with the State of New
York prior to filing the Form D.

/s/ Morris Diamond
------------------
Morris Diamond

/s/ Shirley Diamond
---------------------
Shirley Diamond

/s/ Suzanne Luxenberg
----------------------
Suzanne Luxenberg
<PAGE>

October 16, 1997

Interventional Services Inc. or Assigns
Mr. Robert Chiari: President
15371 Del Gado Drive.
Sherman Oaks, Calif. 91403

Re: Linkun Enterprise Inc. ("LINKUN")

Dear Mr. Chiari:

In connection with LINKUN'S purchase of 8,223,373 shares of common stock, $.001
par value, of LINKUN (the shares), I hereby represent and warrant to you as
follows:

1. LINKUN is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Delaware.

2. The following, Shirley Diamond, Morris Diamond, Rose Merzel, Martin Osber,
Southward Investments, Tramdot Development Corp., and Livingston Realty (the
sellers) each have good, absolute, and marketable title to the Shares to be sold
to you. The Shares are free and clear of all liens, security interests, pledges,
charges, limitations, claims or encumbrances of every kind. None of the Shares
are in escrow or subject to any voting trust or voting agreement, and no proxy
is in existence with respect to any of them. There are no stock options, stock
warrants, stock rights or agreements, or securities convertible or exchangeable
into stock, no offers or commitments or commitments or obligations of any kind
to issue shares of stock or securities convertible or exchangeable into stock
issued or outstanding or planned or contemplated by LINKUN. The Sellers are not
party to any agreement which offers or grants to any person the right to
purchase or acquire any of the Shares except to you. The delivery of the Shares
to you as herein contemplated will vest in you good, valid, absolute, and
marketable title to all of the Shares, free and clear of all liens, security
interests, pledges, charges, limitations, claims or encumbrances of every kind.

3. LINKUN does not and has never carried on any business. LINKUN is not a party
to any agreement or contract whatsoever.

4. The copies of each of the following documents, which are true, complete, and
correct in all material respects, have previously been delivered to you: (i)
Articles of Incorporation if LINKUN and all documents, if any to them; (ii)
Bylaws of LINKUN and all amendments, if any to them; (iii) minutes of all
meetings of the stockholders of LINKUN; (iv) minutes of all meetings of the
board of directors of LINKUN and any committee(s) thereof; (v) current list of
all officers and directors of LINKUN; (vi) copies of the latest federal and
state income tax returns of LINKUN, as filed or to be filed; (vii) stock
register and stock certificate records of LINKUN and a current, accurate

1
<PAGE>

list of LINKUN shareholders; (viii) the names of all persons holding powers of
attorney from LINKUN; and (ix) copies of all shareholder or stock restriction
agreements if any relating to the Shares.

5. The authorized capital stock of LINKUN consists of 20,000,000 shares of $.001
par value common stock, of which 10,279,216 shares are validly issued and now
outstanding, fully paid, non assessable, free of liens encumbrances, options,
restrictions, and legal or equitable rights of others not a party to this
Agreement. No other equity or debt securities of LINKUN have been issued. All
securities issued to date by LINKUN have been issued pursuant to available
exemptions from registration under applicable state and federal securities laws,
including but not limited to Regulation D of the Securities and Exchange
Commission. There are 418 shareholders of LINKUN common stock.

6. There is no action, suit, proceeding, order, or investigation pending or
threatened against or affecting LINKUN at law or in equity or before or by any
federal, state, municipal, or other governmental department, commission, board,
bureau, agency, or instrumentality and there is no reasonable basis for any of
the foregoing, and there are no arbitration proceedings pending to which LINKUN
is a party. There is no dispute of any kind with any person under any contract
or agreement with LINKUN.

7. There is no applicable state law which would, as a result of the purchase by
you of the Shares, impair, restrict, or delay the voting rights appurtenant to
the Shares.

The LINKUN Board of Directors currently consists of three members, to wit;
Suzanne Luxemberg, Shirley Diamond, and Morris Diamond. As a condition to the
closing, the following valid actions shall be taken by the LINKUN Board of
Directors (pursuant to written consent, valid under Delaware law) simultaneously
with the closing, but in the sequence set forth below:

1. All corporate officers of LINKUN shall resign as such.

2. Suzanne Luxenberg shall resign from the Board of Directors of LINKUN.

3. The remaining two directors of LINKUN shall, by unanimous vote, elect Michael
D. Mitchell as a director to fill the vacancy created by the resignation of
Suzanne Luxenberg.

4. Shirley Diamond shall resign from the Board of Directors of LINKUN.

5. Morris Diamond and Michael D. Mitchell shall elect Robert Scharf as a
director to fill the vacancy created by the resignation of the Shirley Diamond.

6. Morris Diamond shall resign from the Board of Directors of LINKUN.

7. Michael D. Mitchell and Robert Scharf shall elect Sandor Engel as a director
to fill the vacancy created by the resignation of Morris Diamond.

I will deliver to you a fully executed written consent of the LINKUN directors
effectuating the above actions.

Very truly yours,

/s/ Morris Diamond
------------------------
Morris Diamond

2
<PAGE>

UNANIMOUS CONSENT IN LIEU

OF SPECIAL MEETING OF THE

BOARD OF DIRECTORS OF

LINKUN ENTERPRISE INC.

-------------------------------

The undersigned on this 17th day of October, 1997, hereby take the following
action by virtue of this consent in lieu of special meeting of the Board of
Directors of Linkun Enterprise Inc. (LINKUN).

BE IT RESOLVED THAT: The action of the President in entering into and carrying
out the terms of an agreement with Interventional Services Inc. or Assigns,
dated October 6, 1997, is hereby ratified, approved and confirmed.

BE IT RESOLVED THAT: The foregoing agreement did not require Linkun Enterprise
Inc. to include it's holdings of shares of various stock securities and other
valuable assets in it's agreement with Interventional Services Inc.

THEREFORE BE IT RESOLVED THAT: LINKUN issue to each shareholder of record date
October 17, 1997, an undivided Interest, equal to the number of the shares held
in LINKUN, into a "Company" to be known as WFM Holding Co.; (WHC) and that
LINKUN transfer and assign to WHC all of its rights, title and Interest in and
to the said stock and other valuable assets and that Morris Diamond shall be the
President of WHC.

Pursuant to the plan of the Board of Directors, the WHC's Interest are allocated
to the shareholders of LINKUN consistent with, and in proportion to,
distributions of Linkun Enterprise Inc. stock. One WHC Interest was allocated
for each share of LINKUN common stock.

FURTHERMORE: that the Board of Directors has determined that the WHC share
Interest should remain non-certificated, (Book Entry), and will be transferable,
with the consent of the President, under circumstances which assure compliance
with Federal and State securities laws. WHC keep a Book Entry Record of all said
holders of Interest until such time as the President shall deem it prudent, and
for the benefit of all such holders of Interest, to exchange such Interest for
an equal amount of shares of common stock in a corporation to be formed.

MORRIS DIAMOND shall serve as President and treasurer of WHC and as a member of
its Board of Directors.; (i) and Suzanne Luxemberg shall serve on the Board of
Directors and as Assistant Secretary.; (ii) and Shirley Diamond shall serve as
Secretary of WHC and as a member of its Board of Directors until its first
regular, annual or special meeting of shareholders.
<PAGE>

Shareholders will not be required to pay for Shares received in the Distribution
or to surrender shares in order to receive Shares of the Company. No
certificates or scrip representing fractional Shares will be issued to share
owners as part of the Distribution. The Distribution will qualify as a tax-free
spin off under Section 355 and 368(a)(1)(D) of the Internal Revenue Code of
1986, as amended ("the Code"). For federal income tax purposes:

(1) no gain or loss will be recognized by (and no amount will be includable in
the income of) a holder of LINKUN common stock solely as a result of the receipt
of Shares in the Distribution.

(2) assuming that a holder of LINKUN common stock holds LINKUN common stock as
capital asset, the holder's holding period for the Shares received in the
Distribution will include the holding period during which the common stock was
held.

Regulations require that each Linkun Enterprise Inc. share owner who receives
Shares in the Distribution, attach to the holder's federal income tax return for
the year in which such stock is received, a detailed statement setting forth
such data as may be appropriate in order to show the applicability of Section
355 of the Code to the Distribution.

The foregoing is a summary of the principal federal income tax consequences of
the distribution under current law. It does not purport to cover all federal
income tax consequences, or tax consequences that may arise under the tax laws
of other jurisdictions, that may apply to particular categories of share owners.
Each share owner should consult his or her tax advisor as to the particular
consequences of the distribution.

BE IT RESOLVED THAT: the President and Secretary are hereby authorized and
directed to take such action and execute and deliver such documents as may be
required to carry out the meaning and intent of the foregoing resolutions.

/s/ Morris Diamond
------------------
Morris Diamond

/s/ Shirley Diamond
---------------------
Shirley Diamond

/s/ Suzanne Luxenberg
----------------------
Suzanne Luxenberg
<PAGE>

ACTION BY THE

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS OF

LINKUN ENTERPRISE INC.

BE IT RESOLVED, that the proper officers of this Corporation be and are hereby
authorized to transfer to WFM Holding Co. the assets obtained by this
Corporation from Washton Products Ltd. (which assets are described in the
attached minutes of the Board of Directors of Washton Products Ltd., dated April
23, 1997). for and in consideration of WFM Holding Co. funding certain legal and
other expenses of this Corporation.

The foregoing resolution was adopted by the unanimous written consent of the
directors to be effective October 17, 1997.

/s/ Morris Diamond
------------------
Morris Diamond

/s/ Shirley Diamond
---------------------
Shirley Diamond

/s/ Suzanne Luxenberg
----------------------
Suzanne Luxenberg

Exhibit 2.2

AGREEMENT & PLAN OF MERGER

Dated October 28, 1997 between LCS GOLF, INC. a Delaware Corporation, (hereafter
referred to as the "surviving corporation"), and LCS GOLF, INC., a Corporation
formed and duly existing under the laws of New York, (hereinafter referred to as
the "absorbed corporation".)

STIPULATIONS

A. Surviving corporation organized and existing under the laws of the State of
Delaware, with it's principal office at 24 East 12th Street, Suite 403, New York
10003.

B. Surviving corporation has a capitalization of 20 million shares of common
stock {$0.001 par value common stock, of which 10,279,216 share are issued and
outstanding}.

C. Absorbed corporation is a corporation organized and existing under the laws
of the State of New York, with it's principal office at 24 East 12th Street,
Suite 403, New York, New York 10003.

D. Absorbed corporation has an authorization pursuant to the Business
Corporation Law of the State of New York to issue 2,000,000 common shares, $0.01
par value; of which 850,000 common shares are issued and outstanding.

E. The Board of directors of the surviving and absorbing corporations deem it
desirable and in the best business interests of the corporations and their
shareholders that LCS GOLF, INC. (New York) be merged into LCS GOLF, INC.
(Delaware) pursuant to the provisions of The General Corporation Law of Delaware
in order that the transaction qualify as a "reorganization" within the meaning
of Section 368(a)(1)(A) of the Internal Revenue Code of 1954, as amended.

In consideration of the mutual covenants, and subject to the terms and
conditions hereafter set forth, and for good and valuable consideration, the
amount, receipt and sufficiency of which are hereby acknowledged, the surviving
and absorbed corporations agree as follows:
<PAGE>

SECTION ONE. Merger. Absorbed corporation shall merge with and into LCS GOLF,
INC. (Delaware), which shall be the surviving corporation.

SECTION TWO. Terms and Conditions. On the effective date of the merger, the
separate existence of the absorbed corporation shall cease, and the surviving
corporation shall succeed to all the rights, privileges, immunities, and
franchise, and all the property, real, personal, and mixed of the absorbed
corporation, without the necessity for any separate transfer. The surviving
corporation shall thereafter be responsible and liable for all liabilities and
obligations of the absorbed corporation, and neither the rights of creditors nor
any liens on the property of the absorbed corporation shall be impaired by the
merger. Further, the capitalization of the surviving company shall not be
reduced as a result of the merger.

SECTION THREE. Conversion of Shares. The manager and basis of converting the
shares of the absorbed corporation into shares, rights, obligations and other
securities of the surviving corporation is as follows: LCS GOLF, INC. (Delaware)
shall issue 850,000 shares of their common stock to the absorbed corporation to
be distributed amongst it's stockholders, on a one-share-for-one-share basis.

(a) The conversion shall be effected as follows: After the effective date of the
merger, each holder of certificates for shares of shares of common stock in the
absorbed corporation shall surrender them to the surviving corporation or it's
duly appointed agent, in such a manner as the surviving corporation shall
legally require. On receipt of such share certificates, the surviving
corporation shall issue and exchange therefor certificates for shares of common
stock in the surviving corporation, representing the number of shares of such
stock to which such holder is entitled as provided above. The surviving
corporation shall issue to an agent for the holders otherwise entitled to

(Section 3. (a) Continued): fractional shares interests, and the agent shall
sell such whole shares, and pay over the proceeds to the shareholders entitled
thereto in proportion to their fractional share interest.

(b) Holders of certificates of stock of the absorbed corporation shall not be
entitled to dividends payable on shares of stock in the surviving corporation
until certificates have been issued to such shareholders. Thereafter, each such
shareholder shall be entitled to receive any dividends on shares of stock of the
surviving corporation issuable to them hereunder which may have been declared
and paid between the effective date of the merger and issuance to such
shareholders of the certificate for his or her shares in the surviving
corporation.
<PAGE>

SECTION FOUR. Change in Articles of Incorporation. The articles of incorporation
of the surviving corporation shall continue to be its articles of incorporation
following the effective date of the merger.

SECTION FIVE. Change in Bylaws. The bylaws of the surviving corporation shall
continue to be its bylaws following the effective date of the merger.

SECTION SIX. Directors and Officers. The directors and officers of the surviving
corporation on the effective date of the merger shall continue as the directors
and officers of the surviving corporation for the full unexpired terms. No seats
on the board of directors of the surviving corporation shall be provided to the
absorbed corporation.

SECTION SEVEN. Prohibited Transactions. Neither of the corporations shall, prior
to the effective date of the merger, engage in any activity or transaction other
than in the ordinary course of business, except that the absorbed and surviving
corporations may pay regular quarterly dividends on their outstanding common
shares and take all action necessary or appropriate under the laws of the States
of Delaware and New York at meetings to be held on or before the date of merger,
or at such other times as to which the boards of directors of the corporations
may agree.

SECTION EIGHT. Effective Date of Merger. The effective date of this merger shall
be the date when the Certificate of Merger is accepted for filing by the
Secretary of State of the State of Delaware.

SECTION NINE. Abandonment of Merger. This plan of merger may be abandoned by
action of the board of directors of either the surviving or the absorbed
corporation at any time prior to the effective date on the happening of any of
the following events:

(a) If the merger is not approved by the stockholders of either the surviving or
the absorbed corporation on or before January 30, 1998.
<PAGE>

(b) If, in the judgment of the board of directors of either the surviving or the
absorbed corporation, the merger would be impracticable because of the number of
dissenting shareholders of the absorbed corporation asserting appraisal rights
under the laws of the State of New York.

(c) If any material action or proceeding is instituted or threatended against
either of the corporations or their assets.

(d) If, between the date of this agreement and the effective date of the merger,
there has been, in the opinion of such board of directors, a material adverse
change in the business of financial condition of or affecting either of the
corporations.

(e) If, on or before the effective date of the merger, the Commissioner of the
Internal revenue Service has failed or refused to rule, in substance, that the
merger will qualify as a reorganization under Section 368(a)(1)(A) of the
Internal Revenue Code of 1954, and that no gain or loss will be recognized to
the stockholders of the corporations on the exchange of their stock for the
common stock of the surviving corporation.

(f) If any of the corporations shall have engaged in any transaction prohibited
by this agreement.

SECTION TEN. Execution of Agreement. This plan of merger may be executed in any
number of counterparts, and each such counterpart shall constitute an original
instrument. Facsimile signature shall be deemed acceptable.

Executed on behalf of the corporations by their officers, sealed with their
corporate seals, and attested by their respective secretaries pursuant to the
authorization of their respective boards of directors on the date first above
written:

/s/ Michael D. Mitchell
- -----------------------------------
LCS GOLF, INC. (New York)
by: Dr. Michael D. Mitchell, President

Attested: /s/ Sandor Engel
-------------------------
Sandor Engel, Secretary

/s/ Michael D. Mitchell
- -----------------------------------
LCS GOLF, INC. (Delaware)
by: Dr. Michael D. Mitchell, President

Attested: /s/ Sandor Engel
-------------------------
Sandor Engel, Secretary
<PAGE>

State of Delaware

Office of the Secretary of State

--------------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTFIY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER
WHICH MERGES:

"LCS GOLF, INC.", A NEW YORK CORPORATION

WITH AND INTO "LCS GOLF, INC." UNDER THE NAME OF "LCS GOLF, INC.", A
CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS
RECEIVED AND FILED IN THIS OFFICE THE FOURTH DAY OF NOVEMBER A.D. 1997, AT 9
O'CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

[STAMP] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
<PAGE>

[STAMP]

CERTIFICATE OF MERGER

OF LCS GOLF, INC. (NEW YORK)

INTO

LCS GOLF, INC. (DELAWARE)

The undersigned Corporation,
DOES HEREBY CERTIFY:

FIRST: That the name and jurisdiction of incorporation of each of the
constituent Corporations of the merger is as follows:

LCS GOLF, INC. Delaware
LCS GOLF, INC. New York

SECOND: That an Agreement and Plan of Merger between the two Corporations has
been approved, adopted, certified, executed, and acknowledged by each of the
constituent Corporations in accordance with the requirements of Subsection (c)
of Section 252 of the General Corporation Law of the State of Delaware.

THIRD: That the name of the surviving Corporation is LCS GOLF, INC. a Delaware
Corporation.

FOURTH: That the Certificate of Incorporation of LCS GOLF, INC. a Delaware
Corporation, shall be the Certificate of Incorporation of the surviving
Corporation.

FIFTH: That the executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving Corporation.

SIXTH: That a copy of the Agreement and Plan of Merger shall be furnished,
without cost, on request to any stockholder of either constituent Corporation.

SEVENTH: The authorized capital stock of each foreign Corporation which is a
party to the merger is as follows:

NAME: LCS GOLF, INC. (New York)
TYPE OF SHARES: Common Shares
NUMBER AUTHORIZED: (Authorized to issue 2,000,000 Common shares.)
PAR VALUE: $0.01 for Common shares.
<PAGE>

IN WITNESS WHEREOF, sold Corporation has caused this Certificate to be signed by
Dr. Michael D. Mitchell, its authorized officer this 28th day of October, 1997.

LCS GOLF, INC.
(A Delaware Corporation)

/s/ Michael D. Mitchell
- --------------------------------------
by: Dr. Michael D. Mitchell, President

STATE OF NEW YORK
COUNTY OF NEW YORK

On the 28th day of October, 1997, before me, the undersigned Notary Public in
and for the State of New York, personally appeared Dr. Michael D. Mitchell,
personally known to me to be the person and officer whose name is subscribed to
the foregoing Certificate and acknowledged to me that he executed the same.

/s/ [ILLEGIBLE]
- ----------------------------
Notary Public [STAMP]

Exhibit 2.3

COMMON STOCK PURCHASE AGREEMENT

-------------------------------

This agreement is entered into this 20th day of February, 1998 by and between
Golf Universe, Inc., A Florida Corporation, (hereinafter referred to as
"Seller"), and LCS Golf, Inc., a Delaware Corporation, (hereinafter referred to
as "Buyer").

WHEREAS, Seller owns or controls 100,000 shares of the common capital stock of
Golf Universe, Inc., a Florida Corporation incorporated in 1996 sold 100,000
shares in total being 100% of the common capital shares of Golf Universe, Inc.,
and has agreed to sell said shares to Buyer, and,

Whereas, Buyer is desirous of buying the shares so owned by Seller, said sale
and purchase to be upon the terms and conditions set forth herein,

NOW, THEREFORE, for mutual consideration set out herein, and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

THE PURCHASE PRICE

1. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller
100,000 shares of the issued and outstanding common stock of Golf Universe, Inc.
(hereinafter referred to as the "Corporation") such shares constituting all of
the issued and outstanding common shares of the Corporation for a total purchase
price of (1) 200,000 shares of the common capital stock of Buyer and (2)
$100,000 in cash.

1.1 The cash portion of the purchase price shall be payable in four quarterly
installments of $25,000 each, contingent upon and commencing on the date on
which Buyer has raised $750,000.00 from a proposed stock offering by the Buyer,
which offering shall be promulgated pursuant to Regulation D. Rule 504 of the
U.S. Securities and Exchange Act.
<PAGE>

1.2 The stock portion of the purchase price shall be delivered as follows:
200,000 shares upon execution of this agreement shall be transferred to the
escrow of Don A. Paradiso, P.A., a Florida law firm, to be held in escrow for
the benefit of Mr. Rene von Richthofen pending transfer to him at such time as
the first payment in the amount of $25,000 due under this agreement has been
transferred to the Seller, and the shares in the Buyer's company due the Seller
from the Buyer have been transferred to the Seller. No refund in any portion of
the purchase price paid shall be made to the Buyer if the Buyer defaults on it's
obligations under this agreement.

1.3 The parties also agree that Rene von Richthofen will oversee Golf Universe,
Inc. operations and LCS Golf, Inc. will fund Golf Universe, Inc. operations, to
include Mr. von Richthofen's salary, secretarial expenses, office rental, and
other routine office expenses in the amount of $5,000.00 per month. Said funding
shall commence on May 1, 1998. The payments shall be increased to $8,000.00 per
month, representing an increase of $3,000.00 per month to Mr. von Richthofen's
salary after three months from the date of the first payment, therefore
commencing with the fourth monthly payment.

1.4 Buyer shall deliver into escrow upon the execution of this agreement 200,000
shares of the common capital stock of Buyer. In the event Seller cannot also
deliver into escrow all of the documents and shares of stock in Seller required
hereunder for delivery to the Buyer at the time of execution of this agreement,
then this agreement shall be deemed automatically terminated. Rene von
Richthofen shall continue in his capacity as President of and shall be elected a
Director of Golf Universe. Inc. by Buyer. Should Mr. von Richthofen voluntarily
leave the employ of Golf Universe, Inc. prior to the expiration of one year from
the effective date of this agreement, Seller agrees to forfeit back to Buyer
100,000 of the 200,000 shares of Buyer due to Seller under the express terms of
this agreement.

1.5 Seller shall deliver into escrow to be held in escrow until the entire
purchase price has been paid therefore certificates representing the shares of
the Corporation to be sold hereunder duly endorsed so as to make the Buyer or
it's designee the sole holder thereof, free and clear of all claims and
encumbrances. The shares are not registered under the Securities Act of 1933 as
amended (the "Act"). The shares will be subject to a usual and appropriate stop
transfer order on the books and records of the transfer agent pertaining to
securities not registered under the Act.
<PAGE>

1.6 Seller agrees that 100% of the cash portion of the purchase price being
$100,000 shall be used to repay corporate loan obligations owed by Golf
Universe, Inc. to Rene von Richthofen. In addition, Buyer agrees to transfer the
200,000 shares of LCS Golf, Inc. directly to Rene von Richthofen.

REPRESENTATIONS OF SELLER

2. Seller hereby represents and warrants, to the extent of the facts known to
the parties, that, effective this date, the representations listed below are
true and correct:

2.1 The common shares of the Corporation sold under this agreement will be free
from all claims, liens, or other encumbrances, including any claim of Seller in
and to the said shares, and Seller have the unqualified right to transfer and
dispose of such shares.

2.2 The Corporation's authorized capital stock is 100,000 shares, $0.001 (one
mil) par value. All of the issued and outstanding shares of the Corporation are
validity issued, fully-paid and nonassessable. The Seller shall deliver to the
Buyer the Corporation's Certificate of Incorporation, Articles of Incorporation,
and By-Laws, along with a Certificate of Good Standing valid as of the date of
this agreement.

2.3 To the best of the Seller's knowledge, there are no actions, suits,
proceedings or investigations, pending or threatened in law or in equity, or
before any governmental body whatsoever, which may result in any material
adverse change in the business operations, properties or assets, or in the
condition, financial or otherwise, of the Corporation.

2.4 The Corporation has complied to the best knowledge of the Seller in all
material respects with all laws, regulations and orders applicable to the
Corporation's business. The Corporation has no debts, liabilities or obligations
of any kind or nature whatsoever, whether contingent or fixed, liquidated or
unliquidated which have not been disclosed to the Buyer. Upon receiving payment
hereunder, the Seller shall submit to the Buyer certified minutes appointing
such Directors of the Corporation as the Buyer designates, and financial
statements of the Corporation current to December 31, 1997.

2.5 The execution and carrying out of this agreement does not violate the
corporate charter of the Corporation.
<PAGE>

REPRESENTATIONS OF BUYER

GENERAL PROVISIONS

4. Certain documents may be delivered subsequent to the date of this agreement
upon the mutual agreement of the parties hereto. Stock certificates, duly
endorsed in blank, shall be provided to the Buyer and Seller at the execution of
this agreement.

4.1 Any failure on the part of any party hereto to comply with any of its
obligations agreements, or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.

4.2 Any and all disputes and differences between and among the parties with
respect to the construction or performance of this agreement shall be resolved
by arbitration before a one-arbitrator panel of the American Arbitration
Association in Miami, Florida.

4.3 This agreement shall be governed by the laws of the State of Florida.

4.4 This is the entire agreement of the parties. This agreement supercedes all
previous contracts either oral or written before the date of this agreement
between the parties. This agreement shall be binding upon the heirs, successors
and assigns of the parties hereto. There are no oral promises, conditions or
inducements to the execution hereof.

4.5 Each party hereto shall bear all expenses, costs and fees incurred or
assumed by it in connection with the preparation and execution of this agreement
whether or not the sale and purchase herein provided for shall be in fact
effectuated.
<PAGE>

4.6 The descriptive headings contained in this agreement are inserted for
convenience only and are of no force and effect whatsoever.

4.7 For the convenience of the parties, any number of counterparts of this
agreement may be executed by any one or more parties hereto and each such
executed counterpart shall be and shall be deemed to be an original instrument,
and to have the force and effect of an original but all of which shall
constitute, and shall be deemed to constitute in the aggregate but one and the
same instrument.

4.8 The Buyer and the Seller convenant and agree, each with the other, that any
such party hereto shall from time to time execute and deliver all such further
instruments or documents and shall take or cause to be taken such further action
or actions as may be reasonably deemed necessary in order to carry out the
intent and purposes of this agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.

BUYER:

/s/ Michael D. Mitchell
- -----------------------------------
LCS GOLF, INC.
by: Dr. Michael D. Mitchell, President

SELLER:

/s/ Rene von Richthofen
- ----------------------------------
Golf Universe, Inc.
by: Rene von Richthofen, President

Exhibit 2.4

COMMON STOCK PURCHASE AGREEMENT

-------------------------------

This agreement is entered into this 17th day of November, 1998 by and between
Milton Besen, (hereinafter referred to as "Seller"), and LCS Golf, Inc., a
Delaware Corporation, (hereinafter referred to as "Buyer").

Whereas, Seller owns or controls all (100%) of the common capital stock of Mr. B
III, Inc., a Florida Corporation, said shares in total being 100% of the common
capital shares of Mr. B III, Inc., and has agreed to sell said shares to Buyer,
and,

Whereas, Buyer is desirous of buying the shares so owned by Seller, said sale
and purchase to be upon the terms and conditions set forth herein,

NOW, THEREFORE, for mutual consideration set out herein, and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

PURCHASE PRICE

--------------

1. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all
(100%) of the common capital stock of Mr. B III, Inc. (hereinafter referred to
as the "Corporation") such shares constituting all of the issued and
outstanding, and authorized and unissued, and treasury shares of the Corporation
for a total purchase price of (1) 150,000 transfer restricted common capital
shares of the Buyer and (2) $250,000.

1.1 The cash portion of the purchase price (represented by that certain
promissory note attached hereto and made a part hereof by reference) shall be
payable as follows: (1) $175,000 upon the execution of this agreement and (2)
$75,000 on or before January 5, 1999.
<PAGE>

1.2 The stock portion of the purchase price shall be delivered as follows;
150,000 shares upon execution of this agreement shall be transferred to the
Seller, to be held pursuant to restrictive legend by the Seller for a period of
one year from the date of issuance of the shares if the share price of the Buyer
is less than $1.00 per share one year from the date of issuance of the shares,
so many additional shares shall be paid over to the Seller by the Buyer such
that the total amount of shares transferred by the Buyer to the Seller shall be
equal to $150,000 based on the then current sales price of the Buyer's shares on
the open market. No reduction in shares will be made if the then current sales
price exceeds $1.00 per share.

1.3 The parties also agree that Milton Besen and Harriet Besen will remain
employed by Mr. B III, Inc. for a period of at least one year, five days per
week for the first three months following the date of execution of this
agreement, and three days per week thereafter, in order to assist the Buyer with
the transition. During this period of employment Milton and Harriet Besen will
be compensated at the rate of $500.00 total per week gross. A significant aspect
of their work at Mr. B III, Inc. will be training employees, and supervising
daily operations.

1.4 The sales price agreed upon herein is based upon the condition of Mr. B III,
Inc. on November 5, 1998 and upon a schedule of assets and liabilities of Mr. B
III, Inc. as of that date which schedule is attached hereto and made a part
hereof as Schedule "A" All of the assets of Mr. B III, Inc. including machinery,
equipment, inventory, work in progress, goodwill, company name, accounts
receivable, notes receivable, motor vehicles, patents, trademarks, copyrights,
service marks, intangibles, and intellectual property, are included in the sale.
However, Buyer acknowledges that the "calorie blocker", a product developed and
patented by Dr. Robert Besen, is not owned by Mr. B III, Inc. and will not be
owned by Buyer's purchase of the capital stock of Mr. B III, Inc., Buyer further
acknowledges that Dr. Robert Besen uses office space at the principal place of
business of Mr. B III, Inc. and agrees to provide Dr. Robert Besen with 90 days
written notice in the event Buyer desires him to vacate the premises.

1.5 Upon execution of this agreement, Seller shall deliver to the attorney for
the Buyer (1) 100% of the stock of Mr. B III, Inc., (2) all of the Corporate
books and records of Mr. B III, Inc., (3) minutes of Mr. B III, Inc.,
satisfactory to the Buyer approving the sale, (4) the resignations of all of the
Officers and Directors of Mr. B III, Inc. (5) copies or originals of all of the
contracts, including all leases, entered into by Mr. B III, Inc., up to the date
of closing. The share certificates representing the shares of Mr. B III, Inc. to
be sold hereunder shall be duly endorsed so as to make the Buyer or it's
designee the sole holder thereof, free and clear of all claims and encumbrances.
<PAGE>

REPRESENTATIONS OF SELLER

-------------------------

2. Seller hereby represents and warrants, to the extent of the facts known to
the parties, that, effective this date, the representations listed below are
true and correct.

2.1 The common shares of Mr. B III, Inc. sold this agreement will be free from
all claims, liens, or other encumbrances, including any claim of Seller in and
to the said shares, and Seller has the unqualified right to transfer and dispose
of such shares.

2.2 All of the issued and outstanding shares of Mr. B III, Inc. are validly
issued, fully-paid and nonassessable. The Seller shall deliver to the Buyer the
Corporation's Certificate of Incorporation. Articles of Incorporation and
By-laws, along with a Certificate of Good Standing valid as of the date of this
agreement.

2.3 To the best of the Seller's knowledge, there are non actions, suits,
proceedings or investigations, pending or threatened, in law or in equity, or
before any governmental body whatsoever, which may result in any material
adverse change in the business, operations, properties or assets, or in the
condition, financial or otherwise of Mr. B III, Inc.

2.4 Mr. B III, has complied, to the best knowledge of the Seller, in all
material respects with all laws, regulations and orders applicable to Mr. B III,
Inc.'s business. Mr. B III, Inc. has no debt, liabilities or obligations of any
kind or nature whatsoever, whether contingent or fixed, liquidated or
unliquidated which do not appear on Schedule "A". Upon receiving payment
hereunder, the Seller shall submit to the Buyer certified minutes appointing
such Directors of Mr. B III, Inc. as the Buyer designates, and financial
statements of Mr. B III, Inc. current to September 30, 1998.

2.5 The execution and carrying out of this agreement does not violate the
corporate charter or By-laws of Mr. B III, Inc., or the laws of the State of
Florida.
<PAGE>

REPRESENTATIONS OF BUYER

------------------------

3. Buyer is purchasing the shares of the Corporation for investment purposes and
not with a view toward distribution. Buyer understands that any shares being
purchased pursuant to this agreement are restricted shares, as that term is
defined in Rule 144 under the Securities Act of 1933 of the United States of
America and the certificates evidencing ownership of such shares shall contain
restrictive legends, if necessary, to such effect. Buyer has authorized capital
stock consisting of 20,000,000 common and no preferred shares, par value $0.01,
of which none are in treasury, and 6,250,264 were issued and outstanding as at
February 28, 1998, the date of last certified shareholder list. All of the
issued and outstanding shares of Buyer are fully paid and nonassessable, validly
authorized and issued, and were offered, issued and sold in accordance with
applicable Federal and State Law. Buyer's common stock is traded on the NASDAQ
OTC Bulletin Board and Buyer will use it's best efforts to maintain that trading
status.

The certificate(s) for the shares of the Buyer delivered to the Seller hereunder
shall bear on their face the following restrictive legend:

"No sale, offer to sell or transfer of the shares represented by this
certificate shall be made unless a registration statement under the
Securities Act of 1933, as amended, with respect to such shares is then in
effect or an exemption from the registration requirements of such Act is
then in fact applicable to such shares."

GENERAL PROVISIONS

------------------

4.1 Any failure on the part of any party hereto comply with any of its
obligations, agreements, or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.

4.3 This agreement shall be governed by the laws of the State of Florida except
to the extent the laws of the State of Delaware shall apply.

4.4 Milton Besen and Harriet Besen agree not to engage in any business
Substantially similar to the business of Mr. B III, Inc. for a period of two
years from the date of execution of the agreement within the United States.

4.5 This is the entire agreement of the parties. This agreement supercedes all
previous contracts either oral or written before the date of this agreement
between the parties. This agreement shall be binding upon the heirs, successors
and assigns of the parties hereto. There are no oral promises, conditions,
representations, understandings or interpretations of any kind as conditions or
inducements to the execution hereof.

4.6 Each party hereto shall bear all expenses, costs and fees incurred or
assumed by it in connection with the preparation and execution of this agreement
whether or not the sale and purchase herein provided for shall be in fact
effectuated.

4.7 The descriptive headings contained in this agreement are inserted for
convenience only and are of no force and effect whatsoever.

4.8 For the convenience of the parties, any number of counterparts of this
agreement may be executed by any one or more parties hereto and each such
executed counterpart shall be and shall be deemed to be an original instrument,
and to have the force and effect of an original but all of which shall
constitute, and shall be deemed to constitute in the aggregate but one and the
same instrument.

4.9 The Buyer and the Seller convenant and agree, each with the other, that any
such party hereto shall from time to time execute and deliver all such further
instruments or documents and shall take or cause to be taken such further action
or actions as may be reasonably deemed necessary in order to carry out the
intent and purposes of this agreement.
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.

BUYER:

/s/
- -----------------------------------
LCS GOLF, INC.
by: Dr. Michael D. Mitchell, President

SELLER:

/s/
- ----------------------------------
Milton Besen

ACCEPTED AND AGREED:

- ----------------------------------
Harriet Besen

Exhibit 2.5

COMMON STOCK PURCHASE AGREEMENT

-------------------------------

This agreement is entered into this 15th day of February, 1998 by and between
Leigh Ann Colguhoun, (hereinafter referred to as "Seller"), and LCS Golf, Inc.,
a Delaware Corporation, (hereinafter referred to as "Buyer").

Whereas, Seller owns or controls all (100%) of the common capital stock of
Golfpromo, Inc., a Florida Corporation, said shares in total being 100% of the
common capital shares of Golfpromo, Inc., and has agreed to sell said shares to
Buyer, and,

Whereas, Buyer is desirous of buying the shares so owned by Seller, said sale
and purchase to be upon the terms and conditions set forth herein,

NOW, THEREFORE, for mutual consideration set out herein, and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

PURCHASE PRICE

--------------

1. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all
(100%) of the common capital stock of Golfpromo, Inc., (hereinafter referred to
as the "Corporation") such shares constituting all of the issued and
outstanding, and authorized and unissued, and treasury shares of the Corporation
for a total purchase price of 200,000 transfer restricted common capital shares
of the Buyer (hereinafter referred to as "the shares").

1.1 The shares shall be delivered as follows: 350,000 E.R. shares upon execution
of this agreement shall be transferred to the Seller, to be held pursuant to
restrictive legend by the Seller for a period of one year from the date of
issuance of the shares.
<PAGE>

1.2 As regards the shares, if the price of the Buyer is less than $1.00 per
share one year from the date of issuance of the shares, so many additional
shares shall be paid over to the Seller by the Buyer such that the total amount
of shares transferred by the Buyer to the Seller shall be equal to 350,000 E.R.
based on the then current sales price of the Buyer's shares on the open market.
No Reduction in shares will be made if the then current sales price exceeds
$1.00 per share.

1.3 The parties also agree that Eric Reinertsen and Daniel Reinertsen
(hereinafter "the employees") will remain employed by the Corporation for a
period of one year, renewable upon the further agreement of the parties. During
this period of employment the employment will be compensated at the rate of
$60,000 E.R. per annum, payable bi-weekly (Eric Reinertsen) and $300.00 per week
(Daniel Reinertsen). An employment agreement will be entered into with Eric
Reinertsen.

1.4 The sales price agreed upon herein is based upon the condition of the
Corporation on February 15, 1999, and upon a schedule of assets and liabilities
of the Corporation as of that date which schedule is attached hereto and made a
part hereof as Schedule "A". If the position of the Corporation materially
changes prior to the execution of this agreement, the parties may agree to
adjust the purchase price or withdraw without further obligation accordingly.
All of the assets of the Corporation including machinery, equipment, inventory,
work in progress, goodwill, company name, accounts receivable, notes receivable,
motor vehicles, patents, trademarks, copyrights, service marks, intangibles,
Websites, the golfcitymall.com Domain Name, all other Domain Names and
intellectual property, and contract with The Golf Warehouse, Pro-Curio Golf,
Inc. and Pineseeker, Inc. as well as all other current clients, are included in
the sale.

1.5 Upon execution of this agreement, Seller shall deliver to the attorney for
the Buyer (1) 100% of the stock of the Corporation, (2) all of the Corporate
books and records of the Corporation up to February 18, 1999, (3) minutes of the
Corporation satisfactory to the Buyer approving the sale, (4) the resignations
of all of the Officers and Directors of the Corporation (5) copies or originals
of all of the contracts, including all leases, entered into by the Corporation
up to the date of closing. The share certificates representing the share of the
Corporation to be sold hereunder shall be duly endorced so as to make the Buyer
or it's designee the sole holder thereof, free and clear of all claims and
encumbrances.
<PAGE>

REPRESENTATIONS OF SELLER

-------------------------

2. Seller hereby represents and warrants to the extent of the facts known to the
parties, that, effective this date, the representations listed below are true
and correct.

2.1 The common shares of the Corporation sold this agreement will be free from
all claims, liens, or other encumbrances, including any claim of Seller in and
to the said shares, and Seller has the unqualified right to transfer and dispose
of such shares.

2.2 All of the issued and outstanding shares of the Corporation are validly
issued, fully-paid and nonassessable. The Seller shall deliver to the Buyer the
Corporation's Certificate of Incorporation. Articles of Incorporation and
By-laws, along with a Certificate of Good Standing valid as of the date of this
agreement.

2.4 The Corporation has complied, to the best knowledge of the Seller, in all
material respects with all laws, regulations and orders applicable to their
business. The Corporation has no debt, liabilities or obligations of any kind or
nature whatsoever, whether contingent or fixed, liquidated or unliquidated which
do not appear on Schedule "A". Upon receiving payment hereunder, the Seller
shall submit to the Buyer certified minutes appointing such Directors of the
Corporation as the Buyer designates, and financial statements current to
December 31, 1998.

2.5 The execution and carrying out of this agreement does not violate the
corporate charter or By-laws of Mr. B III, Inc., or the laws of the State of
Florida.
<PAGE>

REPRESENTATIONS OF BUYER

------------------------

The certificate(s) for the shares of the Buyer delivered to the Seller hereunder
shall bear on their face the following restrictive legend:

GENERAL PROVISIONS

------------------

4.1 Any failure on the part of any party hereto comply with any of its
obligations, agreements, or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.

4.3 This agreement shall be governed by the laws of the State of Florida except
to the extent the laws of the State of Delaware shall apply.

4.4 Leigh Ann Colguhoun, Daniel Reinertsen and Eric Reinertsen agree not to
engage in any business substantially similar to the business of the Corporation
or LCS Golf, Inc., for a period of one year from the date of execution of the
agreement within the United States.

4.7 The descriptive headings contained in this agreement are inserted for
convenience only and are of no force and effect whatsoever.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.

BUYER:

/s/ Michael D. Mitchell
- --------------------------------------
LCS GOLF, INC.
By: Dr. Michael D. Mitchell, President

SELLER

/s/ Leigh Ann Colguhoun
- --------------------------------------
Leigh Ann Colguhoun

ACCEPTED AND AGREED:

- --------------------------------------
Daniel Reinertsen

/s/ Eric Reinertsen
- --------------------------------------
Eric Reinertsen

Exhibit 2.6

COMMON STOCK PURCHASE AGREEMENT

-------------------------------

This agreement is entered into this 26th day of January, 1999 by and between
Alex Bruni, (hereinafter referred to as "Seller"), and LCS Golf, Inc., a
Delaware Corporation, (hereinafter referred to as "Buyer").

Whereas, Seller owns or controls all (100%) of the common capital stock of Play
Golf Now, Inc., a New York Corporation, said shares in total being 100% of the
common capital shares of Play Golf Now, Inc., and has agreed to sell said shares
to Buyer, and,

Whereas, Buyer is desirous of buying the shares so owned by Seller, said sale
and purchase to be upon the terms and conditions set forth herein,

NOW, THEREFORE, for mutual consideration set out herein, and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

PURCHASE PRICE

--------------

1. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all
(100%) of the common capital stock of Play Golf Now, Inc., (hereinafter referred
to as the "Corporation") such shares constituting all of the issued and
outstanding, and authorized and unissued, and treasury shares of the Corporation
for a total purchase price of 200,000 transfer restricted common capital shares
of the Buyer (hereinafter referred to as the "immediately issued" shares) and an
unconditional option to purchase an additional 200,000 common capital shares of
the Buyer at the purchase price of $0.60 per share if exercised in whole or in
part on or before January 25, 2001.

1.1 The stock representing the immediately issued portion of the purchase price
shall be delivered as follows 200,000 shares upon execution of this agreement
shall be transferred to the Seller, to be held pursuant to restrictive legend by
the Seller for a period of one year from the date of issuance of the shares.
<PAGE>

1.2 As regards the immediately issued shares, if the price of the Buyer is less
than $1.00 per share one year from the date of issuance of the shares, so many
additional shares shall be paid over to the Seller by the Buyer such that the
total amount of shares transferred by the Buyer to the Seller shall be equal to
$200,000 based on the then current sales price of the Buyer's shares on the open
market. No Reduction in shares will be made if the then current sales price
exceeds $1.00 per share.

1.3 The parties also agree that Alex Bruni will remain employed by LCS Golf,
Inc. as the Chief Operating Officer of Play Golf Now, Inc. and Golf Universe,
Inc. for period two years, renewable upon the further agreement of the parties.
During this period of employment Mr. Bruni will be compensated at the rate of
$104,000 per annum, payable bi-weekly. Mr. Bruni will run the companies on a
day-to-day basis while he remains in good standing with the parent company.
However, compensation under this agreement of employment shall not commence
until the earlier of (1) the date on which Buyer has raised at least $2,000,000
from a planned secondary stock offering or (2) May 28, 1999.

1.4 The sales price agreed upon herein is based upon the condition of Play Golf
Now, Inc. on January 26, 1999, and upon a schedule of assets and liabilities of
Play Golf Now, Inc. as of that date which schedule is attached hereto and made a
part hereof as Schedule "A". If the position of the company materially changes
prior to the execution of this agreement, the parties may agree to adjust the
purchase price or withdraw without further obligation accordingly. All of the
assets of Play Golf Now, Inc. including machinery, equipment, inventory, work in
progress, goodwill, company name, accounts receivable, notes receivable, motor
vehicles, patents, trademarks, copyrights, service marks, intangibles, Websites,
Domain Names, and intellectual property, are included in the sale.

1.5 Upon execution of this agreement, Seller shall deliver to the attorney for
the Buyer (1) 100% of the stock of Play Golf Now, Inc., (2) all of the Corporate
books and records of Play Golf Now, Inc. (3) minutes of Play Golf Now, Inc.
satisfactory to the Buyer approving the sale, (4) the resignations of all of the
Officers and Directors of Play Golf Now, Inc. (5) copies or originals of all of
the contracts, including all leases, entered into by Play Golf Now, Inc. up to
the date of closing. The share certificates representing the shares of Play Golf
Now, Inc. to be sold hereunder shall be duly endorced so as to make the Buyer or
it's designee the sole holder thereof, free and clear of all claims and
encumbrances.
<PAGE>

REPRESENTATIONS OF SELLER

-------------------------

2. Seller hereby represents and warrants to the extent of the facts known to the
parties, that, effective this date, the representations listed below are true
and correct.

2.1 The common shares of Play Golf Now, Inc. sold this agreement will be free
from all claims, liens, or other encumbrances, including any claim of Seller in
and to the said shares, and Seller has the unqualified right to transfer and
dispose of such shares.

2.2 All of the issued and outstanding shares of Play Golf Now, Inc. are validly
issued, fully-paid and nonassessable. The Seller shall deliver to the Buyer the
Corporation's Certificate of Incorporation. Articles of Incorporation and
By-laws, along with a Certificate of Good Standing valid as of the date of this
agreement.

2.4 Play Golf Now, Inc. has complied, to the best knowledge of the Seller, in
all material respects with all laws, regulations and orders applicable to their
business. Play Golf Now, Inc. has no debt, liabilities or obligations of any
kind or nature whatsoever, whether contingent or fixed, liquidated or
unliquidated which do not appear on Schedule "A". Upon receiving payment
hereunder, the Seller shall submit to the Buyer certified minutes appointing
such Directors of Play Golf Now, Inc. as the Buyer designates, and financial
statements current to December 31, 1998.

2.5 The execution and carrying out of this agreement does not violate the
corporate charter or By-laws of Play Golf Now, Inc., or the laws of the State of
New York.
<PAGE>

REPRESENTATIONS OF BUYER

------------------------

The certificate(s) for the shares of the Buyer delivered to the Seller hereunder
shall bear on their face the following restrictive legend:

GENERAL PROVISIONS

------------------

4.1 Any failure on the part of any party hereto comply with any of its
obligations, agreements, or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.

4.3 This agreement shall be governed by the laws of the State of New York except
to the extent the laws of the State of Delaware shall apply.

4.4 Alex Bruni agrees not to engage in any business Substantially similar to the
business of Play Golf Now, Inc., for a period of one year from the date of
execution of the agreement within the United States.

4.7 The descriptive headings contained in this agreement are inserted for
convenience only and are of no force and effect whatsoever.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.

BUYER:

/s/ Michael D. Mitchell
- --------------------------------------
LCS GOLF, INC.
By: Dr. Michael D. Mitchell, President

SELLER

/s/ Alex Bruni
- --------------------------------------
Alex Bruni

Exhibit 3.1

CERTIFICATE OF INCORPORATION

LINKUN ENTERPRISE INC.

FIRST: The name of his corporation in LINKUN ENTERPRISE INC.

SECOND: Its registered office in the State of Delaware is to be located at 1313
N. Market Street, Wilmington DE 19801-1151, County of New Castle. The registered
agent in charge thereof is The Company Corporation address "same as above".

THIRD: The nature of the business and, the objects and purpose proposed to be
transacted, promoted and carried on, not to do any or all the things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, via:

The purpose of the corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.

FOURTH: The amount of the total authorized capital stock of this corporation is
divided into 20,000,000 shares of stock at .001 par value.

FIFTH: The name and mailing address of the incorporator is as follows:

Regine Cephas, 1313 N. Market St., Wilmington DE: 9801-1151

SIXTH: The Directors shall have power to make and to alter or amend the By-Laws
to fix the amount to be reserved as working capital, and to authorize and cause
to be executed, mortgages and liens without limit as to the amount upon the
property and franchise of the Corporation.
<PAGE>

With the consent in writing and pursuant to a vote of the holders of a majority
of the capital stock issued and outstanding, the Directors shall have the
authority to dispose, in any manner, of the whole property of this corporation.

The By-Laws shall determine whether and to what extent the accounts and books of
this corporation, or any of them shall be open to the inspection of the
stockholder: and no stockholder shall have any right of inspecting any account,
or book or document of this Corporation, except as confirmed by the law of the
By-Laws, or by resolutions of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep
the books, documents and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolutions of the stockholders or directors, except as otherwise required
by the laws of Delaware.

SEVENTH: Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders: (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law: (3)
liability for unlawful payments of dividends or unlawful stock purchase or
redemption by the corporation: or (4) a transaction from which the director
derived an improper personal benefit.

I, THE UNDERSIGNED for the purpose of forming a Corporation under the laws of
the State of Delaware do make, file and record this Certificate and do certify
that the facts are true and I have accordingly hereunto set my hand.

DATED: October 8, 1997

/s/ Regina Cephas
- ----------------------
Regina Cephas

[STAMP]
<PAGE>

================================================================================

THE COMPANY CORPORATION

1313 N Market Street o Wilmington, Delaware 1980-1151
o Telephone (302) 575-0440 o Fax (302) 575-0046

- --------------------------------------------------------------------------------

STATEMENT BY INCORPORATOR OF ACTION TAKEN

IN LIEU OF ORGANIZATION MEETING OF

LINKUN ENTERPRISE INC.

- --------------------------------------------------------------------------------

The undersigned being the incorporator of the corporations makes the following
statement of action taken to organize the corporation in lieu of an organization
meeting.

By-Laws regulating the conduct of the business and affairs of the corporation
will be adopted and appended to this statement.

The following person(s) were appointed director(s) of the corporation until the
first annual meeting of the stockholders or until their successors shall be
elected or appointed and shall qualify:

Morris Diamond

Shirley Diamond

Suzanne Luxenberg

The director(s) are authorized and directed to issue from time to time the
shares of capital stock of the corporation, now or hereafter authorized, wholly
or partly for cash, or labor done, or services performed, or for personal
property or leases thereof, received for the use and lawful purposes of the
corporation, or for any consideration permitted by law, as in the discretion of
the director(s) may seem for the best interests of the corporation.

/s/ Regina Cephas
<PAGE>

[STAMP]

State of Delaware

Office of the Secretary of State

--------------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTFIY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "LINKUN ENTERPRISE INC.", CHANGING ITS NAME FROM "LINKUN ENTERPRISE INC." TO
"LCS GOLF, INC.", FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF OCTOBER,
A.D. 197, AT 11:10 O'CLOCK A.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.

[STAMP] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State

AUTHENTICATION: 8729912

DATE: 10-29-97
<PAGE>

CERTIFICATE AMENDING ARTICLES OF INCORPORATION

LINKUN ENTERPRISE INC.

The undersigned, being the President of Linkun Enterprise Inc., a Delaware,
hereby certifies that by unanimous vote of the Board of Directors and majority
vote of the Stockholders at a meeting held upon notice in accordance with
Sections 222 and 242 of the General Corporation Law of the State of Delaware on
October 25, 1997, it was agreed that this CERTIFICATE AMENDING ARTICLES OF
INCORPORATION BE FILED.

The undersigned further certifies that the original Articles of Incorporation of
Linkun Enterprise Inc. were filed with the Secretary of State of Delaware on the
8th day of October, 1997. The undersigned further certifies that the original
Articles of Incorporation filed on the 8th day of October, 1997, herein is
amended to read as follows:

FIRST: The name of this corporation is LCS GOLF, INC.

The undersigned hereby further certifies that he has on this 25th day of
October, 1997, executed this certificate Amending the original Articles of
Incorporation heretofore filed with the Secretary of State of Delaware.

/s/ Michael D. Mitchell
----------------------------------
Dr. Michael D. Mitchell, President

STATE OF FLORIDA
COUNTY OF PALM BEACH:

On this 25th day of October, 1997, before me, the undersigned Notary Public in
and for the State of Florida, personally appeared Dr. Michael D. Mitchell,
personally known to me to be the person and officer whose name is subscribed to
the foregoing Certificate Amending Articles of Incorporation and acknowledged to
me that be executed the same.

[STAMP] /s/ Don A. Paradiso
-------------------------
Notary Public
<PAGE>

[STAMP]

STATE OF DELAWARE

CERTIFICATE FOR RENEWAL

AND REVIVAL OF CHARTER

LCS GOLF, INC. a corporation organized under the laws of Delaware, the charter
of which was voided for non-payment of taxes, now desires to procure a
restoration, renewal and revival of its charter, and hereby certifies as
follows:

1. The name of this corporation is LCS Golf, Inc.

--------------------------------------

2. The registered office in the State of Delaware is located at 1013 Centre Rd.
__________________ Street, City of Wilmington Zip Code 19805 County of New
Castle the name and address of its registered agent is The Company Corporation
1013 Centre Rd. Wilmington, DE 19805.

3. The date of filing of the original Certificate of Incorporation is Delaware
was October 8, 1997.

4. The date when restoration, renewal, and revival of the charter of this
company is to commence is the 28th day of February, same being prior to the date
of the expiration of the charter. This renewal and revival of the charter of
this corporation is to be perpetual.

5. This corporation was duly organized and carried on the business authorized by
its charter until the 1st day of March A.D. 1999, at which time its charter
became inoperative and void for non-payment of taxes and this certificate for
renewal and revival is filed by authority of the duly elected directors of the
corporation in accordance with the laws of the State of Delaware.
<PAGE>

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of
the General Corporation Law of the State of Delaware, as amended, providing for
the renewal, extention and restoration of charters, Michael Mitchell the last
and acting authorized officer hereunto set his/her hand to this certificate this
28th day of June 1999.

By: /s/ Michael Mitchell
-----------------------------
Authorized Officer

Name: Michael D. Mitchell, M.D.
---------------------------
Print or Type

Title: President
---------------------------
<PAGE>

State of Delaware

Office of the Secretary of State

--------------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTFIY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "LCS GOLF, INC.", FILED IN THIS OFFICE ON THE FIRST DAY OF JULY, A.D. 1999,
AT 9:01 O'CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

[STAMP] /s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
<PAGE>

[STAMP]

CERTIFICATE of AMENDMENT

LCS Golf, Inc.

The undersigned, being the President of LCS Golf, Inc., a Delaware Corporation
incorporated on October 8, 1997 as Linkun Enterprise, Inc., hereby certifies
that by unanimous vote of the Board of Directors and majority vote of the
Stockholders at a meeting held upon notice in accordance with Sections 222 and
242 of the General Corporation Law of the State of Delaware on June 25, 1999, it
was agreed that this CERTIFICATE OF AMENDMENT of LCS Golf, Inc. be filed.

The undersigned further certifies that the original Articles of Incorporation of
LCS Golf, Inc. incorporated as Linkun Enterprise, Inc. were filed with the
Secretary of State of Delaware on the 8th day of October, 1997. The undersigned
further certifies that the original Articles of Incorporation filed on the 8th
day of October, 1997, herein is amended to read as following.

FOURTH: The amount of the total authorized capital stock of this
corporation is divided into 50,000,000 (fifty million) shares of stock at
.001 par value.

The undersigned hereby further certifies that he has on this 28th day of June,
1999, executed this Certificate of Amendment amending the Articles of
Incorporation heretofore filed with the Secretary of State of Delaware.

/s/ Michael Mitchell
--------------------------------
Dr. Michael Mitchell, President

STATE OF FLORIDA
COUNTY OF PALM BEACH:

On this 28th day of June, 1999, before me, the undersigned Notary Public in and
for the State of Florida, personally appeared Dr. Michael Mitchell, personally
known to me to be the person and officer whose name is subscribed to the
foregoing Certificate of Amendment and acknowledged to me that be executed the
same.

[STAMP] /s/ Don A. Paradiso
-------------------------
Notary Public

Exhibit 3.2

BYLAWS OF

LINKUN ENTERPRISE INC.

ARTICLE I -- Offices

The principal office of the corporation shall be located in the State of New
York in the County of Monroe. The corporation may have such other offices,
either within or outside the state, as the Board of Directors may designate or
as the business of the corporation may require from time to time. The registered
office of the corporation may be, but need not be, identical with the principal
office, and the address of the registered office may be changed from time to
time by the Board of Directors.

ARTICLE II -- Shareholders

Section 1. Annual Meeting. The annual meeting of the shareholders shall be held
at 4:00 o'clock p.m. on the Third Tuesday in the month of January in each year,
beginning with the year 1998. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose, unless otherwise prescribed by statue, may be called by the president
or by the Board of Directors, and shall be called by the president at the
request of the holders of not less than one-tenth of all the outstanding shares
of the corporation entitled to vote at the meeting.

Section 3. Place of Meeting. The Board of Directors may designate any place as
the place for any annual meeting or for any special meeting called by the Board
of Directors. A waiver of notice signed by all shareholders entitled to vote at
a meeting may designate any place as the place for such meeting. If no
designation is made, or if a special meeting shall be called otherwise than by
the Board, the place of meeting shall be the registered office of the
corporation.

Section 4. Notice of Meeting. Written or printed notice stating the place, day
and hour of the meeting, and, in case of a special meeting, the purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by mail, by or
at the direction of the president, or the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting, except that if the authorized capital stock is to be increased at least
thirty days notice shall be given. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the corporation,
with postage thereon prepaid. If requested by the person or persons lawfully
calling such meeting, the secretary shall give notice thereof at corporate
expense.

1
<PAGE>

Section 5. Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for any stated period not exceeding fifty days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the stock transfer books the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty days, and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of the
closing has expired.

Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
For a period of ten days prior to such meeting, this list shall be kept on file
at the principal office of the corporation and shall be subject to inspection by
any shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.

Section 7. Quorum. Fifty One Percent (51%) of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a quorum of the
outstanding share are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been

2
<PAGE>

transacted at the meeting as originally notified. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the vote of a greater number or voting by
classes is required by law or the articles of incorporation.

Section 8. Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or his or her duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

Section 9. Voting of Shares. Each outstanding share, regardless of class, shall
be entitled to one vote, and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
shareholders. Cumulative voting shall not be allowed.

Section 10. Voting of Shares by Certain Holders. Neither treasury shares, not
shares of its own stock held by the corporation in a fiduciary capacity, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of Directors of such other corporation is held by this
corporation shall be voted at any meeting or counted in determining the total
number of outstanding shares at any give time.

Shares standing in the name of another corporation may be voted by such officer,
agent or proxy as the bylaws of such corporation may prescribe or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.

Shares held by an administrator, executor, guardian or conservator may be voted
by him or her, either in person or by proxy, without a transfer of such shares
into his or her name. Shares standing in the name of a trustee may be voted by
him or her, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him or her without a transfer of such shares into his or her
name.

Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without the transfer thereof into his or her name if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote such share
until the shares have been transferred into the

3
<PAGE>

name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.

Section 11. Informal Action by Shareholders. Any action required to be taken at
a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting of a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a unanimous vote of the
shareholders.

ARTICLE III -- Board of Directors

Section 1. General Powers. The Business and affairs of the corporation shall be
managed by its Board of Directors, except as otherwise provided by statue or the
articles of incorporation.

Section 2. Number, Tenure and Qualifications. The number of the Directors of the
corporation shall be not less than three nor more than five, unless a lesser
number is allowed by statue. Directors shall be elected at each annual meeting
of shareholders. Each director shall hold office until the next annual meeting
of shareholders and thereafter until his or her successor shall have been
elected and qualified.

Directors need not to be residents of this state or shareholders of the
corporation. Directors shall be removable in the manner provided by statue.

Section 3. Vacancies. Any director may resign at any time by giving written
notice to the president or the secretary of the corporation. Any vacancy
occurring in the Board of Directors may be filled by the affirmative vote of a
majority of the remaining Directors though not less than a quorum. A director
elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office. Any Directorship to be filled by the affirmative vote of
a majority of the Directors then in office or by an election at an annual
meeting or at a special meeting of shareholders called for that purpose, and a
director so chosen shall hold office for the term specified in Section 2 above.

Section 4. Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this bylaw immediately after and at the same
place as the annual meeting of shareholders. The Board of Directors may provide
by resolution the time and place for the holding of additional regular meetings
without other notice than such resolution.

Section 5. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the president or any two Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place as the place for holding any special meeting of the Board of Directors
called by them.

4
<PAGE>

Section 6. Notice. Notice of any special meeting shall be given at least seven
days previous thereto by written notice delivered personally or mailed to each
director at his or her business address, or by notice given at least two days
previously by telegraph. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any director
may waive notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular of special meeting of the
Board of Directors need be specified in the notice of waiver of notice of such
meeting.

Section 7. Quorum. A majority of the number of Directors fixed by Section 2
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice.

Section 8. Manner of Acting. The act of the majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.

Section 9. Compensation. By resolution of the Board of Directors, any director
may be paid any one or more of the following: expenses, if any, of attendance at
meetings; a fixed sum for attendance at each meeting; or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

Section 10. Informal Action by Directors. Any action required or permitted to be
taken at a meeting of the Directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
Directors entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a unanimous vote of the
Directors.

ARTICLE IV -- Officers and Agents

Section 1. General. The officers of the corporation shall be a president, one or
more vice presidents, a secretary and a treasurer. The salaries of all the
officers of the corporation shall be fixed by the Board of Directors.

One person may hold any two offices, except that no person may simultaneously
hold the offices of president and secretary.

5
<PAGE>

Section 2. Election and Term of Office. The officers of the corporation shall be
elected by the Board of Directors annually at the first meeting of the Board
held after each annual meeting of the shareholders.

Section 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served thereby.

Section 4. Vacancies. A vacancy in any office, however occurring, may be filled
by the Board of Directors for the unexpired portion of the term.

Section 5. President. The president shall;

(a) subject to the direction and supervision of the Board of Directors, be
the chief executive officer of the corporation;

(b) shall have general and active control of its affairs and business and
general supervision of its officers, agents and employees; and

Section 6. Vice Presidents. The vice presidents shall:

(a) assist the president; and

(b) shall perform such duties as may be assigned to them by the president
or by the Board of Directors.

Section 7. Secretary. The secretary shall;

(a) keep the minutes of the proceedings of the shareholders and the Board
of Directors;

(b) see that all notices are duly given in accordance with the provisions
of these bylaws or as required by law;

(c) be custodian of the corporate records and of the seal of the
corporation and affix the seal to all documents when authorized by the
Board of Directors;

(d) keep at its registered office or principal place of business a record
containing the names and addresses of all shareholders and the number and
class of shares held by each, unless such a record shall be kept at the
office of the corporation's transfer agent or registrar;

(e) sign with the president, or a vice president, certificates for shares
of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors;

(f) have general charge of the stock transfer books of the corporation,
unless the corporation has a transfer agent; and

(g) in general, perform all duties incident to the office as secretary and
such other duties as from time to time may be assigned to him or her by
the president or by the Board of Directors.

Section 8. Treasurer. The treasurer shall:

(a) be the principal financial officer of the corporation;

(b) perform all other request of the Board, shall make such reports to it
as may be required at any time;

6
<PAGE>

(d) have such other powers and perform such other duties as may be from
time to time prescribed by the Board of Directors or the president;

ARTICLE V -- Stock

Section 1. Certificates. The shares of stock shall be represented be
consecutively numbered certificates signed in the name of the corporation by its
president or a vice president and the secretary, and shall be sealed with the
sealed with the seal of the corporation, or with a facsimile thereof. No
certificate shall be issued until the shares represented thereby are fully paid.

Section 2. Consideration for Share. Share shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof, if
any) as shall be fixed from time to time by the Board of Directors. Such
consideration may consist, in whole or in part of money, other property,
tangible or intangible, or in labor or services actually performed for the
corporation, but neither promissory notes nor future services shall constitute
payment or part payment for shares.

Section 3. Transfer of Shares. Upon surrender to the corporation or to a
transfer agent of the corporation of a certificate of stock duly endorced or
accompanied by proper evidence of succession, assignment or authority to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of stock shall be
entered on the stock book of the corporation which shall be kept at its
principal office, or by its registrar duly appointed.

Section 4. Transfer Agents, Registrars and Paying Agents. The Board may at its
discretion appoint one or more transfer agents, registrars and agents for making
payment upon any class of stock, bond, debenture or other security of the
corporation.

ARTICLE VI -- Indemnification of Officers and Directors

Each director and officer of this corporation shall be indemnified by the
corporation against all costs and expenses actually and necessarily incurred by
him or her in connections with the defence of any action, suit or proceeding in
which he or she may be involved or to which he or she may be made a party by
reason of his or her being or having been such director or officer, except in
relation to matters as to which he or she shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty.

7
<PAGE>

ARTICLE VII -- Miscellaneous

Section 1. Waivers of Notice. Whenever notice is required by law, by the
articles of incorporation or by these bylaws, a waiver thereof in writing signed
by the director, shareholder or other person entitled to said notice, whether
before or after the time stated therein, or his or her appearance at such
meeting in person or (in the case of a shareholders' seeing) by proxy, shall be
equivalent to such notice.

Section 2. Fiscal Year. The fiscal year of corporation shall be as established
by the Board of Directors.

Section 3. Amendments. The Board of Directors shall have power to make, amend
and repeal the bylaws of the corporation at any regular meeting of the Board or
at any special meeting called for the purpose.

APPROVED:

DATED: October 10, 1997

/s/ Shirley Diamond
- ------------------------------
Director: Shirley Diamond

/s/ Suzanne Luxenberg
- ------------------------------
Director: Suzanne Luxenberg

/s/ Morris Diamond
- ------------------------------
Director: Morris Diamond

================================================================================

NUMBER SHARES

[SPECIMEN]

[NOT NEGOTIABLE]

LCS GOLF, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

SEE REVERSE FOR
CERTAIN RESTRICTIONS

COMMON STOCK CUSIP 521087 10 6

THIS CERTIFIES THAT:

is owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
$.001 PAR VALUE EACH OF

LCS GOLF, INC.

transferable on the books of the Corporation in person or by attorney upon
surrender of this certificate duly endorsed or assigned. This certificate and
the shares represented hereby are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation and By-Laws of the Corporation, as now
or hereafter amended. This certificate is not valid until countersigned by the
Transfer Agent.

WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

DATED: _________________________

[LCS GOLF, INC. Corporate Seal]

COUNTERSIGNED:

OLDE MONMOUTH STOCK TRANSFER CO, INC.
77 MEMORIAL PARKWAY, ATLANTIC HIGHLANDS, [ILLEGIBLE]
TRANSFER AGENT

BY:

AUTHORIZED SIGNATURE

/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
SECRETARY PRESIDENT

================================================================================
<PAGE>

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT - _________Custodian_________
TEN ENT - as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts to Minors
JT TEN - as joint tenants with
right of survivorship Act_________
and not as tenants in (State)
common

Additional abbreviations may also be used though not in the above list.

For Value Received, _____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________

________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

_________________________________________________________________________ Shares
of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint

________________________________________________________________________Attorney
to transfer the said stock on the books to the within named Corporation with
full power of substitution in the premises.

Dated:__________________________

________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER.

- --------------------------------------------------------------------------------
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD
TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT
NAMED ON THIS CERTIFICATE.
- --------------------------------------------------------------------------------
THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE
FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK
EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.
- --------------------------------------------------------------------------------

Exhibit 21
SUBSIDIARIES OF REGISTRANT

Golf Universe, Inc., a Florida corporation

Mr. "B" III, Inc., a Florida corporation

Play Golf Now, Inc., a New York corporation

Golfpromo, Inc., a Florida corporation

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Financial Condition at August 31, 1999
(Unaudited) and the the Condensed Consolidated Statement of Income for the Six
Months Ended August 31, 1999 (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-2000
<PERIOD-START> MAR-01-1999
<PERIOD-END> AUG-31-1999
<CASH> 88
<SECURITIES> 0
<RECEIVABLES> 225
<ALLOWANCES> 0
<INVENTORY> 224
<CURRENT-ASSETS> 576
<PP&E> 64
<DEPRECIATION> 6
<TOTAL-ASSETS> 3,567
<CURRENT-LIABILITIES> 888
<BONDS> 0
0
0
<COMMON> 19
<OTHER-SE> 2,653
<TOTAL-LIABILITY-AND-EQUITY> 3,567
<SALES> 744
<TOTAL-REVENUES> 744
<CGS> 421
<TOTAL-COSTS> 421
<OTHER-EXPENSES> 2,602
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13
<INCOME-PRETAX> (2,292)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,292)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,292)
<EPS-BASIC> (.12)
<EPS-DILUTED> (.12)

</TABLE>