SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended February 29, 2000
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-30420
LCS GOLF, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3200338
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
809 North Dixie Highway, Suite 200
West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 835-8484
Title of Class Exchange on Which Registered
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Securities registered pursuant None None
to Section 12(b) of the Act:
Securities registered pursuant None N/A
to Section 12(g) of the Act:
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |_| No |x|.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. |X|.
The Registrant's revenues for the most recent fiscal year were $1,909,297.
The number of shares outstanding of the Registrant's common stock is
20,282,225 (as of December 1, 2000). The aggregate market value of the voting
and
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non-voting stock held by nonaffiliates of the Registrant was $9,127,001 (as of
December 1, 2000), based upon a closing price of the Company's Common Stock on
the National Quotation Bureau pink sheets on such date of $0.45.
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LCS GOLF, INC.
INDEX TO ANNUAL REPORT ON FORM 10-KSB
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000
ITEMS IN FORM 10-KSB
Page
Facing page ----
Part I
Item 1. Business............................................... 5
Item 2. Properties............................................. 12
Item 3. Legal Proceedings...................................... 12
Item 4. Submission of Matters to Vote of Security Holders. None
Part II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.................................... 13
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 18
Item 7. Financial Statements................................... 25
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure................. 26
Part III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act.................................... 26
Item 10. Executive Compensation................................. 28
Item 11. Security Ownership of Certain Beneficial Owners
and Management......................................... 29
Item 12. Certain Relationships and Related Transactions......... 30
Part IV
Item 14. Exhibits and Reports on Form 8-K....................... 31
Signatures................................................................ 33
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FORWARD LOOKING INFORMATION MAY PROVE INACCURATE
This Annual Report on Form 10-KSB contains certain forward-looking
statements and information relating to the Company that are based on the beliefs
of Management, as well as assumptions made by and information currently
available to the Company. When used in this document, the words "anticipate,"
"believe," "estimate," and "expect" and similar expressions, as they relate to
the Company, are intended to identify forward-looking statements. Such
statements reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions,
including those described in this Annual Report on Form 10-KSB. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated or expected. The Company
does not intend to update these forward-looking statements.
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PART I
Item 1. DESCRIPTION OF BUSINESS
To simplify the language in this Annual Report on Form 10-KSB, references to
"We," "Us" or "LCS Golf" refer to LCS Golf, Inc. and its subsidiaries.
Business Development.
We were incorporated in the State of Delaware on October 8, 1997 as Linkun
Enterprise, Inc. to design and distribute golf clubs and golf related products.
On October 27, 1997, we changed 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 nine hundred eighty thousand nine hundred and four
(980,904) 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.
We entered into this transaction to obtain the name LCS Golf, Inc. Prior to this
transaction, our officers and directors had no affiliation with LCS Golf, Inc.
New York.
On May 1, 1998, we acquired Golf Universe, Inc., ("Golf Universe") which became
our wholly owned subsidiary. Golf Universe was incorporated in the state of
Florida on October 23, 1996. We acquired all of the outstanding stock in Golf
Universe in exchange for the following consideration:
o 400,000 shares of our common stock issued to Golf Universe's
shareholders,
o A promissory note for $100,000, which we paid prior to February 28,
1999, and
o Expenses of $16,750 associated with the transaction
We entered into this transaction to acquire Golf Universe's plans for
development of a golf related website. Prior to this transaction, our officers
or directors had no affiliation with Golf Universe.
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. ("B III"). B III was incorporated in the state of Florida on September
3, 1996. In this transaction, we exchanged 150,000 shares of our common stock
and $250,000 for all of the issued and outstanding shares of B III. In
completing the transaction we also issued an additional 150,000 shares of our
common stock for expenses related to the acquisition. B III became our wholly
owned subsidiary. We entered into this transaction to acquire B III's
manufacturing operations. Prior to this transaction, our officers and directors
had no affiliation with B III.
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. ("Play Golf"). Play Golf was incorporated on November 27, 1998 in the state
of New York. We acquired all of the issued and outstanding shares of Play Golf
in exchange for:
o 350,000 shares of our common stock issued to Mr. Bruni,
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o An unconditional option issued to Mr. Bruni to purchase an
additional 200,000 shares of our common stock at a purchase price of
$0.50 per share that may be exercised in whole or in part on or
before January 25, 2001.
Play Golf then became our wholly owned subsidiary. We entered into this
transaction to acquire Play Golf's golf membership discount program, consisting
of a network of golf courses, driving ranges, and pro shops offering discounted
rates to Play Golf's members. Prior to this transaction, our officers and
directors had no affiliation with Play Golf.
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. ("Golfpromo"). Golfpromo was incorporated in the state of
Florida on February 10, 1999. We acquired all of the issued and outstanding
shares of Golfpromo in exchange for 350,000 shares of our common stock.
Golfpromo then became our wholly owned subsidiary. We entered into this
transaction to acquire Golfpromo's mailing database list of golfers. Prior to
this transaction, our officers and directors had no affiliation with Golfpromo.
On August 27, 1999, we formed and incorporated I Fusion Corp. ("iFusion") as our
wholly owned subsidiary, to provide both Internet and traditional marketing
services.
Business of Issuer.
We sell products and offer information over the Internet through our five wholly
owned subsidiaries:
o Golf Universe
o B III
o Play Golf
o Golf Promo
o iFusion
Internet Operations:
Golf Universe.com
o Golfuniverse.com has been operational since March of 1999 and currently
averages approximately 150,000 hits per day. Golfuniverse.com delivers
information and details on over 24,000 golf courses located world wide and
over 10,000 golf related businesses as well as other golf related data and
information.
o The Golf Universe site offers an online pro shop, where golf-related
products and services are sold through third party vendors. The website
offers products and services from major golf equipment manufacturers,
apparel designers, and other golf related manufacturers. Consumers can
purchase items from exclusive resorts such as Doral, PGA National and
Pebble Beach. We obtain commissions when site visitors purchase products,
reserve tee times, and make travel plans online. Our commissions on these
transactions range from 12% to 20% depending on the vendor, type and
amount of reservation or sale.
o The Golf Universe site offers a Golf Universe Preferred Members Club that
provides members discounts on golf services and products. Through
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alliances with Choice Hotels International, Avis(R), Alamo(R), Budget(R),
National(R) and Nike Golf Schools, the Club offers members discounts at
over 2000 golf courses, resorts, practice facilities, as well as equipment
and apparel through the Online Pro Shop. We plan to develop benefits for
Club members such as a monthly online newsletter, a bi-monthly magazine, a
Recreation Directory, savings on condo rentals, short notice airfare
savings, vacation package savings, discounts on cruises, motor home
savings and skiing discounts. We do not have written contracts with our
named allies.
The Company intends to provide discounts by purchasing discount books
providing golf and hotel discounts from vendors and issuing these books to
new members as they subscribe to our members' program. The vendors that we
purchase the books from will deliver the discount books to our members. We
will not carry any inventory of these discount books.
ifusionco.com
iFusionco.com is a full-service Internet marketing company that provides
the following services:
o creative and concept development;
o national marketing program implementation and management;
o corporate and package development;
o sweepstaking, and couponing;
iFusion generates revenues from monthly retainers, subcontract work, and per
project work.
Targetmails.com is a website operated by iFusion, which utilizes our
databases. Our database of golfers includes:
o in excess of 4.2 million email addresses:
o 1.8 permission email addresses,
o 2 million physical mail addresses,
o 24,000 golf course names and addresses, and
o over 15,000 golf retailers and pro shops.
Additionally, we have databases of individuals associated with the travel,
healthcare, and investment industries. The databases in the healthcare and
investment industries are an extension of our existing golfers database. By
segregating the demographics and interests of our golfers into new databases, we
create databases of individuals who are interested in receiving information
about travel, healthcare or investments. Tailoring our databases to specific
interests allows us to create additional revenues by increasing the population
of users to whom we can market our services. For example, advertisers and
researchers may rent our healthcare and investment industry databases.
With our diverse databases:
o we are able to direct market specific GolfUniverse and Preferred Club
products and services
o rent the database to advertisers, researchers, and golf industry
consumers; and
o increase traffic to the GolfUniverse.com and WallStreetGolf.com web sites
through the targetmails.com website.
Golfpromo.net and Playgolfnow.com are used principally as links to our other
web-sites.
B III
We formerly designed and manufactured consumer products through B III, but we
ceased our manufacturing operations in November of 1999. We are planning to sell
B III therapeutic magnet products and specialty pillows on our websites. The
manufacturing of our products is done by Allied Packaging and Manufacturing.
Allied will be using B III's manufacturing equipment to produce these product
lines. We are in the process of negotiating a formal agreement for the
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manufacturing of these products. Until a manufacturing agreement is executed, we
compensate Allied on a per project basis.
Industry
Current research has indicated that the Internet direct response
advertising market will represent 50%-60% of the estimated $22.2 billion
advertising market. Permission email direct marketing response rates are three
to ten times higher than traditional direct mail or banner advertising,
according to Jupiter Communications, a New York City based authority on Internet
commerce. This figure is closely correlated to the traditional advertising
market where 55% is direct response, as opposed to blind or focused
advertisement placement through any traditional medium or the Internet. Costs of
direct email advertising can often run 90% lower than other direct mail or
indirect campaigns.
Strategy
TargetMails utilizes a multi-tiered approach to attract and retain
customers by internet working data collection, technology, marketing and
applications. TargetMails' data collection model allows significant benefits to
Affiliate Partners ("Affiliates"). TargetMails' Affiliates are typically Web
sites that have begun to develop permission-based lists. We enable our network
Affiliates to generate additional revenues from their Web site visitors and
customers by providing access to direct marketing tools such as email, direct
mail banner advertising, without the costs and challenges associated with
building and maintaining their own direct marketing sales forces and email
direct marketing technologies. Our network affiliates also benefit from
TargetMails proprietary technology that tracks the responses of their list
members, thereby enhancing the value of their lists to direct marketers. Network
Affiliates also benefit from the scale and reach of the network and the
organization of all network members into categories of interest and response
rate histories. Other benefits include cost reduction, detailed consumer
information, steady revenue sources and direct marketing solutions. The
Affiliate partnership model increases both speed to market and the universe of
prospective customers.
The data warehousing is driven by Microsoft SQL, which has powerful
querying capabilities. The program is reliable, easily adaptable to future
applications and is compatible with Online Database Connectivity (ODBC), Java
Database Connectivity (JDBC) and Cold Fusion middle-ware tools. The database is
carefully managed to maintain all new and relevant consumer information, as well
as to automatically update such occurrences as changes of address or duplicate
listings.
TargetMails is capable of delivering over one million email messages per
day and tracks responses using proprietary software , a click-through tracking
system. Messages are highly customized and can be delivered in either plain text
or HTML format and may contain advanced applications such as audio, video,
interactive links and data capture forms.
We recently formed iFusion, a full service Internet solutions company that
provides marketing expertise by offering clients strategic planning and account
management, design and Internet and online promotions. Recent packages were
designed and implemented for organizations such as Palm Restaurant, Ivy Mckenzie
and Armbrust Aviation. Significant synergies exist between TargetMails and
iFusion that stem from value-added marketing services for our database clients.
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These services include: (i) integration of online, email and traditional
campaigns into seamless promotional packages and (ii) Web site design and
implementation.
Integration of Online, Email and Traditional Campaigns into Seamless Promotional
Packages
By constructing all aspects of the client's marketing venture, iFusion can
utilize TargetMail's lists to generate campaigns precisely tailored to meet
specific marketing needs. This new phase of marketing not only identifies the
most appropriate consumers for a campaign, but also tracks their movements and
responses from the earliest stage of the mailing to the final stages of either
purchase or rejection. Complex consumer buying habits can be incorporated into
an algorithm for analysis and immediate extension or reconfiguration of
strategies.
iFusion provides traditional companies the opportunity to expand or
enhance their Internet site. Developers work with management to create a Web
site that enhances the marketing programs conducted by iFusion. We have sold our
products and services to over 150 companies, ranging from small organizations to
Fortune 500 clients.
PlayGolf, our primary golf website http://www.PlayGolfNow.com, provides a
comprehensive range of offerings for the golfer, including the largest database
of golf courses worldwide, online tee time reservations, a comprehensive golf
yellow pages, an online Pro shop which includes all major golf equipment and
related products at discount prices and free golf video games. The Preferred
Members Club, through the PlayGolf website offers substantial discounts to a
network of golf courses, golf schools, hotels, restaurants and car rental
agencies. The members also receive discounts on golf equipment and apparel they
purchase through the PlayGolf online pro shop. Finally, we provide online
newsletters that reach over 500,000 subscribers weekly, partnering with Golf &
Travel magazine and many others.
Competition
LCS Golf has entered into a highly competitive market for the sale of
golf-related products and services over the Internet. The top three competitors,
PGA Tour.com, GolfOnLine.com, and Golf.com are aligned with CBS, ESPN, and NBC
respectively, making them formidable competitors that provide
information/content about the "professional" golf tour. In order to develop a
different market, we positioned ourselves to provide comprehensive information,
products and services for the "average" golfer as well as for golfing
businesses, much like The Golf Channel did for cable media. Our competitive
advantage includes a database of over 2 million golfers with 1.5 million opt-in
e-mail addresses and the only golf yellow pages on the Internet.
Employees
LCS Golf and its subsidiaries have 15 employees, all full-time.
Government Approval and Compliance with Governmental Regulation.
We will not collect sales or other similar taxes on goods sold on our web
sites except where required by law. Some states or the federal government may
seek to impose sales tax collection obligations on out-of-state companies
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that engage in or facilitate online commerce. Proposals have been made at the
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, a number of laws
and regulations may be adopted, covering privacy, pricing, and quality of
products and services. The growth of Internet commerce may prompt calls for more
stringent consumer protection laws that may impose additional burdens on our
business. The adoption of any additional laws or regulations may decrease the
growth of the Internet, which, in turn, could decrease the demand for our
products and services or increase our cost of doing business, which could have a
material adverse effect on our business, results of operations and financial
condition.
We sell products and services to numerous consumers residing in such
states and jurisdictions that may claim that we are required to qualify to do
business as a foreign corporation in each such state or foreign country. Our
failure to qualify as a foreign corporation in a jurisdiction where it is
required to do so may subject us 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.
Agreements.
On February 16, 2000, we entered into a series of related agreements with
Quintel Communications, Inc. ("Quintel"), including a loan agreement to borrow
$500,000 from Quintel in the form of a convertible promissory note. The
promissory note was collateralized by our database of information. The note
bears interest at a variable rate not to exceed 14%. The note was due on demand
any time after August 16, 2000. Quintel may have converted the remaining
principal into shares of our common stock and such shares would have had
registration rights as set forth in a registration rights agreement. Further,
any additional shares issued upon conversion of the debt are protected by
anti-dilution provisions, subject to our right to repurchase any shares issued
under such anti-dilution provisions at $1.00 per share, which repurchase right
may be used once in twelve months from the date of the agreement.
On the same date, we entered into a marketing agreement and licensing
agreement with Quintel. As consideration for providing marketing services for a
period of two years, we issued options, valued at approximately $139,000 using
the Black-Scholes Model, to purchase 200,000 shares of our common stock. The
model enables us to estimate the fair value of stock options granted because it
takes into account, as of the grant date of the option; i) the exercise price;
ii) the expected life of the option; iii) the current price of the underlying
common stock; iv) the stock's expected volatility; v) the expected dividends;
and vi) the risk free interest rate for the expected term of the option. Options
to purchase 100,000 shares are exercisable for a period of two years from
issuance at $1.00 per share and options to purchase 100,000 shares are
exercisable for a period of two years from issuance at $2.00 per share. The
shares underlying these options have registration rights as described in the
registration rights agreement discussed above.
Under the licensing agreement, Quintel acquired a license to use our
database of information in exchange for payment of $5,000 per month. We are in
default under the loan agreement and Quintel may credit this monthly amount
towards any amounts in arrears. The licensing agreement is for a term of ten
years with an option to renew for an additional five years.
On August 7, 2000 following certain disagreements concerning Quintel's use
of our database, we entered into a forbearance agreement
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and amendment of our security agreement with Quintel. Quintel acknowledged
receipt of a $50,000.00 payment against the principal balance of $500,000 due on
the convertible note, funded personally by Dr. Mitchell. The related note was
amended to provide for payment upon written demand. If there is a default under
the terms of the forbearance agreement or the note, the interest rate will equal
the prime rate as defined in the note plus 4% not to exceed fourteen (14%)
percent. Until payment of all amounts due under the note are made, amendment #1
to the security agreement requires us to pay fifty percent (50%) of the
collections received for accounts receivable outstanding as of August 10, 2000,
and twenty-five percent (25%) of collections for all new accounts receivable,
within five days. Payment is to be credited against amounts due under the note,
first to interest, then to principal. Quintel also receives 50% of all other
cash receipts including additional loans, cash equivalents and marketable
securities generated by us from any source whatsoever until payment in full of
the amounts due under the note. The security agreement filed February 22, 2000
was amended to include all accounts of LCS Golf and all securities or guarantees
held by us in respect of the accounts and all account proceeds. In addition, Dr.
Mitchell, President and CEO of LCS Golf, executed and delivered a guarantee on
August 7, 2000 of up to $250,000.00 on the note (of which $150,000 has been paid
against this guaranty).
On August 8, 2000 Quintel agreed to forbear from demanding payment of the
note or commencing any action against us as long as Quintel receives at least
$10,000.00 per month in payment of principal and interest on the Note, or
collections of the accounts receivable or from the guarantor, and we generate
gross revenues of at least $75,000.00 per calendar month from the normal conduct
of business.
On August 8, 2000 American Warrant Partners, LLC ("American Warrant")
invested $300,000.00 in our Company. We issued an 8% convertible subordinated
promissory note to American Warrant with a maturity date for the principal of
August 8, 2002. The note is convertible into our common stock at $0.25 per
share, subject to adjustment, which resulted in a discount of the note of
approximately $225,000 which will be amortized over the term of the note or
until the date of conversion, whichever is sooner. Interest is payable on a
quarterly basis commencing September 30, 2000. We also issued to American
Warrant a warrant expiring on August 8, 2005 to purchase up to 600,000 shares of
our common stock, at the exercise price of $0.40 per share, to be exercised in
whole or in part. The value of this warrant at grant date, utilizing the
Black-Scholes option pricing model, was approximately $260,000. The assumptions
used in determining the value was an expected volatility of 227%, an average
interest rate of 6.06% per annum and an expected holding period of five years.
The value of this warrant will be amortized over five years or shorter if
exercised. In order to elect to exercise the warrant at the share price computed
using the formula in the warrant agreement, American Warrant must deliver the
warrant and a written notice of election to exercise the warrant to us. In
addition, we entered into a registration rights agreement in which we promised
to register the shares with the Commission as soon as reasonably practicable,
but in no event later than September 15, 2000 and are subject to penalties
because the Registration Statement was not declared effective by November 15,
2000. The penalties are that for each 30-day period that the Registration
Statement is not declared effective, the conversion price of $0.25 of the
convertible note and the warrant exercise price of $0.40 will each be reduced
by 2% until the exercise price reaches $0.05. In addition, the interest rate on
the convertible note will increase 2% for each 30-day period, not to exceed 15%.
To date, no such Registration Statement has been filed. Certain officers and
directors of the Company agreed to a lock-up provision restricting their right
to sell, transfer, pledge or hypothecate or otherwise encumber their shares
until the earlier of the one year anniversary of the agreement, the effective
date of the Registration Statement, or until we raise $1,000,000 in equity or
debt financing. We also agreed that without prior written consent, until the
earlier of 85% of the principal balance and interest is paid or converted to
common stock, or 180 days from the date of the warrant agreement, we will not
offer to sell or sell any of our common stock at a price per share (or
conversion or exercise price per share) less than the average closing price per
share of our common stock as quoted by the OTC Electronic Bulletin Board on the
five days immediately prior to the close of the transaction. We also agreed to
recommend and use our best efforts to elect a designee and representative of
American Warrant as a member of the Board of Directors until the later of one
year from the date of the agreement or until such time we receive $1,000,000 in
equity or debt financing.
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Debt in Default
The American Warrant loan of $300,000 placed us in default of the
forbearance agreement that we signed with Quintel because we did not in turn
remit fifty percent of the cash proceeds as required under the agreement. On
August 30, 2000, Dr. Mitchell agreed to fund personally two payments of $50,000
each towards principal and interest on the Quintel loan. We also changed to 50%
instead of 25% of receipts from new accounts receivable that are payable to
Quintel under the amended security agreement.
Intellectual Property.
Through our acquisition of B III, we own the patent serial number
29/073.138 for a product sold under the label "Adorables," that is an animal
pillow with a pouch. We have not sought trademark registration of the
"Adorables" name with the U.S. Patent & Trademark Office. Golf Universe has
registered the following domain names:
o GolfUniverse.com
o skiuniverse.com
o Golfpromo.net
o universe-online.com
o iFusionco.com
o ifusionco.net
o PlayGolfNow.com
o junior-golf.com
o targetmails.com
o mygolfuniverse.com
o WallStreetGolf.com
o freeis4me.com
o lcsgolf.com
o golfuniverse-online.com
Item 2. DESCRIPTION OF PROPERTY
We do not own any real property. We lease office space at 809 North Dixie
Highway, Suite 200, West Palm Beach, Florida for our Internet operations. This
space is approximately 5000 square feet. The monthly rental is $5,000.00 and the
term of the lease is three years. This lease expires on August 11, 2002, but
provides an option to renew for an additional two years if we are not in default
of the terms in the lease.
Item 3. LEGAL PROCEEDINGS
In April 2000, we received a written claim asserting that our use of the
"Golf Universe" mark violated the intellectual property rights of an entity
named "Golf Universe, Inc." Our intellectual property counsel responded to these
allegations in defense of our rights to use the mark "Golf Universe." To date,
we have not received a reply to our response. We believe this claim is without
merit and, if necessary, intend to defend our rights vigorously. Nevertheless, a
judicial determination that we may not continue using the mark "Golf Universe"
and/or that we have infringed upon the marks of others, may have a materially
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adverse impact on our financial condition and results of operations.
Other than the foregoing, we are not currently a party to any legal
proceedings, nor do we know of any claims against us that could have a material
adverse effect on us or on our operations.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market Information.
From mid-1998 through January 19, 2000, our common stock was 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
our common stock.
1998 Quarter High Low
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July 1 - September 30 $0.50 $0.20
October 1 - December 31 $1.49 $0.25
1999 Quarter
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January 1 - March 31 $2.75 $0.75
April 1 - June 30 $3.62 $2.25
July 1 - September 30 $2.63 $1.22
October 1 - December 31 $1.63 $0.69
On January 19, 2000, we were de-listed from the Over the Counter Bulletin
Board for failure to comply with the new listing standards set forth by the NASD
before our phase-in date. Since January 20, 2000, our stock has been quoted in
the National Quotation Bureau pink sheets. If we obtain compliance with the NASD
listing requirements, we intend to reapply for listing on the Over the Counter
Bulletin Board. There is no guarantee that we will ever re-obtain such listing.
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 1, 2000, there were 432 holders of our common stock held in
street name.
Dividends
We have not paid a cash dividend on the common stock since the arrival of
our current management, and we do not plan at this time to declare dividends.
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.
Recent Sales of Unregistered Securities
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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 $1,500.00.
On October 28, 1997, we issued 850,000 shares of our common stock in our merger
with LCS New York.
On May 1, 1998, we issued 400,000 shares of our common stock in our acquisition
of Golf Universe.
On November 17, 1998, we issued 150,000 shares of our restricted common stock in
our acquisition of B III.
On January 26, 1999, we issued 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 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. We believe the exemption from registration in Section 4(2) of the
Securities 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 Securities 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 a 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 to us.
On October 6, 1998, we issued 42,000 shares of our common stock for Legal and
Administrative Services rendered to us.
On October 15, 1998, we issued 18,000 shares of our common stock for Legal
Services rendered to us.
On October 22, 1998, we issued 137,000 shares of our common stock for Legal and
Management Services rendered to us.
On November 3, 1998, we issued 34,200 shares of our common stock for Legal
Services rendered to us.
On November 12, 1998, we issued 35,000 shares of our common stock for Consulting
Services rendered to us.
On November 15, 1998, we issued 16,500 shares of our common stock for Legal
Services rendered to us.
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On November 19, 1998, we issued 50,000 shares of our common stock for Consulting
Services rendered to us.
On November 23, 1998, we issued 20,000 shares of our common stock for Consulting
Services rendered to us.
On November 30, 1998, we issued 11,800 shares of our common stock for Legal
Services rendered to us.
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 Securities 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 a 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. No commission was paid with respect
to the offering, as the shares were sold by our officers and directors. We
raised $993,752.50 in cash proceeds from the offering.
On December 7, 1998, we issued 125,000 shares of our common stock for Consulting
Services rendered to us.
On December 9, 1998, we issued 350,000 shares of our common stock for Consulting
Services rendered to us.
On December 10, 1998, we issued 11,100 shares of our common stock for Legal
Services rendered to us.
On December 11, 1998, we issued 55,000 shares of our common stock for Consulting
Services rendered to us.
On December 15, 1998, we issued 400,000 shares of our common stock for payment
of a Licensing Fee due from us.
On December 16, 1998, we issued 7,000 shares of our common stock for Legal
Services rendered to us.
On December 21, 1998, we issued 7,200 shares of our common stock for Legal
Services rendered to us
On December 22, 1998, we issued 35,000 shares of our common stock for Management
Services rendered to us.
The aforementioned securities were issued in reliance on Rule 504 of Regulation
D promulgated under the Securities Act, as amended. 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 a 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 to us.
On March 1, 1999, we issued 20,000 shares of our common stock for Legal Services
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rendered to us.
On March 1, 1999, we issued 175,000 shares of our common stock for Public
Relations and Consulting Services rendered to us.
On March 3, 1999, we issued 20,000 shares of our common stock for Consulting
Services rendered to us.
On March 4, 1999, we issued 7,500 shares of our common stock for Legal Services
rendered to us.
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 promulgated under the Securities Act, as amended. 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 a 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 Securities 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 to us.
On October 23, 1998, we issued 15,000 restricted shares of our common stock for
Business Consulting Services rendered to us.
On November 6, 1998, we issued 35,000 restricted shares of our common stock for
Business Consulting Services rendered to us.
On December 7, 1998, we issued 75,000 restricted shares of our common stock for
the repayment of debt owed by us.
On December 11, 1998, we issued 115,000 restricted shares of our common stock
for Business Consulting Services rendered to us.
On December 15, 1998, we issued 200,000 restricted shares of our common stock as
payment of a Licensing Fee due by us.
On December 21, 1998, we issued 110,000 restricted shares of our common stock
for Consulting Services rendered to us.
On January 4, 1999, we issued 15,000 restricted shares of our common stock for
Public Relations Services rendered to us.
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 us.
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On January 7, 1999, we issued 1,200,000 restricted shares of our common stock as
payment of a Licensing Fee due by us.
On January 26, 1999, we issued 1,015,000 restricted shares of our common stock
for various Consulting Services rendered to us.
On February 17, 1999, we issued 265,000 restricted shares of our common stock
for Consulting Services rendered to us.
On March 1, 1999, we issued 80,000 restricted shares of our common stock for
Consulting Services rendered to us.
On March 4, 1999, we issued 20,000 restricted shares of our common stock for
Consulting Services rendered to us.
On March 8, 1999, we issued 30,000 restricted shares of our common stock for
Consulting Services rendered to us.
On March 25, 1999, we issued 80,000 restricted shares of our common stock for
Consulting Services rendered to us.
On April 9, 1999, we issued 15,000 restricted shares of our common stock for
Administrative Services rendered to us.
On May 21, 1999, we issued 30,000 restricted shares of our common stock for
Consulting Services rendered to us.
On June 1, 1999, we issued 50,000 restricted shares of our common stock for
Consulting Services rendered to us.
On June 24, 1999, we issued 125,000 restricted shares of our common stock for
Executive Services rendered to us.
On June 28, 1999, we issued 200,000 restricted shares of our common stock for
Consulting Services rendered to us.
On July 27, 1999, we issued 200,000 restricted shares of our common stock for
Consulting Services rendered to us.
On August 23, 1999, we issued 275,000 restricted shares of our common stock for
Consulting Services rendered to us.
On September 23, 1999, we issued 3,000 restricted shares of our common stock for
Consulting Services rendered to us.
On October 28, 1999, we issued 200,000 restricted shares of our common stock for
settlement of an employment dispute.
On November 30, 1999, we issued 50,000 restricted shares of our common stock for
management services rendered to us.
On December 1, 1999, we issued 55,000 restricted shares of our common stock for
management services rendered to us.
On December 6, 1999, we issued 25,000 restricted shares of our common stock for
management services rendered to us.
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On December 17, 1999, we issued 82,500 restricted shares of our common stock for
employee services rendered to us.
On January 13, 2000, we issued 170,000 restricted shares of our common stock for
settlement of an employment dispute.
On February 6, 2000, we issued 200,000 restricted shares of our common stock for
financial consulting services rendered to us.
On February 11, 2000, we issued 75,000 restricted shares of our common stock for
management services rendered to us.
On March 21, 2000, we issued 150,000 restricted shares of our common stock for
management services rendered to us.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LCS Golf Inc. is a holding company that operates as a provider of
outsourcing of permission e-mail marketing technologies and services. We provide
permission email direct marketing services through Golfpromo.net and
Targetmails.com., Internet and direct marketing services through Ifusionco.com.
and PlayGolfNow.com, Golf ecommerce news and information through a vertical golf
portal and discounts on golf services.
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 the latter part of
our fiscal year ended February 29, 2000. To implement our permission based email
strategy, we acquired Golf Promo, created TargetMails and started ifusionco 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-selected 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, their interactive advertising agencies, golf and
golf related companies.
We deliver email messages to members of our Golf related division,
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 brand. We
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also expect substantially higher general and administrative expenses as we
expand our infrastructure to support our expected growth and as we continue to
develop new product lines and make enhancements to our existing products. 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.
RESULTS OF OPERATIONS
TWELVE MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
Revenues
Our revenues consist of fees from providing internet marketing services,
including the delivery of permission mail direct marketing messages to members
in our network, newsletter-marketing, ecommerce, banner advertising, internet
marketing services and direct marketing campaigns. We have also entered into
agreements with several companies to engage and represent their company's
database and broker their client's list. These agreements should allow us to
realize additional revenues, increased brand awareness and capture additional
market shares in the permission based and affinity marketing email
communications services.
Our revenues for the twelve months ended February 29, 2000 were $1,909,000
on a consolidated basis, the internet and marketing services generated $934,000
and the manufacturing component generated $975,000. Our operating expenses (cost
of sales and selling, general and administrative expenses) were $4,536,000 for
the internet and marketing services and $1,292,000 for BIII and our other
expense, net (interest and write-off of goodwill) was $1,315,000. In an effort
to reduce the strain on our cash flow we have outsourced our manufacturing
operations at BIII. This change has allowed us to reduce our fixed operating
costs. We incurred substantial non-cash expenses such as issuance of capital
stock for services rendered, amortization of goodwill and write-offs totalling
$3,650,000 which did not cause cash outflows to operate our business.
Cost of Revenue
Cost of revenues were $1,197,820 for the twelve months ended February 29, 2000
compared with $191,872 for the year ending February 28, 1999.
Selling, General and Administrative
Selling, general and administrative expenses consist primarily of
personnel and related costs of our direct sales force, marketing staff and
marketing programs and the cost of personnel for general corporate functions,
including finance, accounting, human resources, facilities, legal, shares issued
for consulting fees and settlement of claims. Selling, general and
administrative expenses were $4,630,780 for the twelve months ended February 28,
2000 compared to $5,551,559 for the year ending February 28, 1999.
The decrease in selling, general and administrative expenses was primarily
due to a reduction in consulting fees partially offset by 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
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expenses will increase over the next year as we hire additional sales and
marketing personnel and initiate additional marketing programs.
Goodwill Expense
Due to changes in our business focus during the fourth quarter ended
February 29, 2000, we decided to write-off all of our goodwill valued at
approximately $1,271,000. We have outsourced our manufacturing operations of B
III. We have changed our focus from principally golf related operations to an
internet data collection service and marketing company.
Interest Expense
Interest expense consists of interest on debt obligations. Interest
expense was $ 56,000 for the twelve months ending February 29, 2000 compared to
$6,000 for the year ending February 28, 1999.
Income Taxes
No provision for federal or state income taxes was recorded as we incurred
net operating losses since inception through February 29, 2000. The tax benefit
of the net operating losses has been reduced by a 100% valuation allowance.
Liquidity and Capital Resources
We are currently in default of the loan agreement with Quintel. We
anticipate repaying Quintel over a period of time from current sales or loans.
Our monthly cash flow will be greatly affected by the repayment of the loan. We
have to pay 50% of our collections made on our accounts receivables to Quintel,
creating a shortfall in our cash flow. We may have to seek additional short term
loans from our CEO, Dr. Michael Mitchell or other sources to make up for the
deficiencies in cash flow until full repayment is complete. We expect to pay
this loan in full once we have received additional funding. Dr. Mitchell has
personally guaranteed repayment of up to $250,000.00 of the Quintel loan and has
already made payments of $150,000 to Quintel
We are also in dafault under the registration rights agreement with
American Warrant. The Registration Statement to register the shares if the
$300,000 convertible note is converted into our common stock and the shares
underline their warrants to purchase 600,000 shares of our common stock was not
declared effective by November 15, 2000. For each 30-day period after November
15, 2000 that the Registration Statement is not declared effective, the
following will occur:
1. $0.25 conversion price of the convertible note and the $0.40 warrant
exercise price will each be reduced by 2%, but never less than $0.05
per share;
2. the interest rate on the convertible note will increase by 2% per
period from the current rate of 8% until it reaches 15% per annum.
We are in the process of addressing the liquidity issues. We are looking
to third party investors to raise additional capital to assist us in creating
sufficient cash flow to maintain our operations for the next twelve months. The
availability of capital is predicated upon becoming a reporting company that is
listed on the OTC Bulletin Board. If we are not able to meet the listing
requirements, we will attempt to raise capital from our Board of Directors. We
can make no assurances that we will be able to raise capital sufficient to
continue as a going concern.
We will need additional funding to meet our current operating needs, hire
additional sales staff and invest in infrastructure and marketing. We anticipate
revenues to increase proportionally to the utilization of funds, and additional
revenues should allow us to achieve a positive cash flow position for the next
twelve months. We will attempt to maintain our fixed cost at a steady rate and
control our variable cost in proportion to our revenue base. We believe that
with new capital, a cost control strategy and an increase in revenues, we should
be in a position to continue as a going concern. We expect to execute this plan
on an ongoing basis.
If we are unable to raise capital from the sources described above we will
reduce our overhead by terminating lines of business that are currently in
development or generating inadequate cash flows. We are also prepared to reduce
staff to assure a positive cash scenario.
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CERTAIN FACTORS WHICH MAY AFFECT OUR FUTURE OPERATING RESULTS
WE ARE IN DEFAULT OF A SENIOR SECURED LOAN WHICH MAY CAUSE US TO CURTAIL OR
CEASE OPERATIONS.
Our failure to remit 50% of the cash proceeds from the American Warrant
transaction to Quintel resulted in a default under the forbearance agreement
with Quintel. If Quintel elects to pursue its remedies under the forbearance
agreement and we are unable to reach an amicable resolution with Quintel, we may
have to curtail or cease operations unless we are able to obtain additional
financing. Even if we do reach an amicable resolution with Quintel, which we
have no reason to believe such resolution is possible, and continue operations,
our efforts to satisfy continuing obligations under the Quintel agreements will
significantly impact our cash flow. Pursuant to arrangements with Quintel, we
increased the percentage of receipts which we must remit from new accounts
receivable from 25% to 50% which will significantly impact our cash flow until
such time as we are able to make payment in full under the Quintel Agreement.
OUR FINANCIAL CONDITION IS POOR AND WE MAY BE UNABLE TO CONTINUE AS A GOING
CONCERN.
Our operations have been dependent upon short-term borrowing and other
funding resources. From March 1, 1999 through February 29, 2000, our president
has made additional net advances of approximately $270,000. Our independent
auditors report on our consolidated financial statements for the year ended
February 29, 2000 included language that raises substantial doubt exists as to
our ability to continue as a going concern. Our financial statements show an
accumulated deficit of approximately $11,476,000. We expect to continue to incur
net losses for the foreseeable future and negative cash flow from operations
through at least the fiscal year 2001. We expect to significantly increase our
operating expenses as a result of expanding our sales and marketing, product
development and administrative operations and developing new strategic
relationships to promote our future growth. As a result, we will need to
generate increased sales to meet these expenses and to achieve profitability. In
addition, due to our default under the agreement with Quintel, we must now remit
50% of all accounts receivable collected to Quintel which will further
significantly reduce our cash flow. Therefore, an investment should not be made
in our securities unless an investor is prepared to lose his or her entire
investment.
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 to design and distribute golf clubs and related
products. In early 1999, we began to provide permission email and Internet
Services. For the twelve months ended February 28, 2000, permission email
marketing services represented 49% of our revenue, compared to 0 % in the twelve
months ended February 29, 1999. Accordingly, our operating results since the end
of fiscal 2000 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.
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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 quarters and lower in the first and
third 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 businesses; and
o economic conditions generally as well as those specific to the
Internet and related industries.
We expect that 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 and third quarters of each year
may be lower than revenue growth in the second and fourth 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. To the
extent significant revenues occur earlier than expected, our operating results
for later quarters may not compare favorably with operating results from earlier
quarters.
OUR SUCCESS DEPENDS UPON BROAD MARKET ACCEPTANCE OF PERMISSION EMAIL MARKETING
SERVICES.
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
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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 Golf Promo
l Network, Targetmails and Ifusionc that comprise our network. If our customers
do not widely adopt and 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 products or enhancements to our service offering
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.
Many of our current and potential competitors, such as 24/7 Media, Inc.,
Postmaster Direct, Inc., Exactis, Inc., DoubleClick,Inc. and YesMail, Inc., have
greater name recognition, longer operating histories, larger customer bases and
significantly greater financial, technical, marketing, public relations, sales,
distribution and other resources than we do. Some of our potential competitors
are large and well-capitalized companies. 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
several people within 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, such as Click Here to Find. Com, Golf Illustrated, Inc. and Telemundo,
who provide us with access to permission email lists. We began to enter into
agreements with our network partners in the first quarter of 1999. These
contracts are generally for an initial term of one to three years, with an
automatic annual renewal. Pursuant to these contracts, we provide our network
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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 which has placed 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.
OUR BUSINESS WOULD SUFFER IF WE ARE 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 difficult 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 could be
dilutive to us or our existing stockholders. 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
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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 Golf Promo 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 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.
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 7. FINANCIAL STATEMENTS
25
<PAGE>
Reference is made to the Financial Statements referred to in the
accompanying Index, setting forth the consolidated financial statements of LCS
Golf, Inc. and subsidiaries, together with the reports of Richard A. Eisner &
Company, LLP, dated June 8, 2000 and Cornick, Garber & Sandler, LLP, dated
September 1, 1999.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On May 31, 2000, we dismissed our independent auditors, Cornick, Garber &
Sandler, LLP ("Cornick") and engaged the firm of Richard A. Eisner & Company,
LLP ("Eisner") to serve as our new independent auditors. The reason for such
dismissal was not due to any disagreement with Cornick, whether or not resolved,
on any matter of accounting principles or practices, financial statement
disclosure or auditory scope or procedure. Rather, it was because the audit
partner most familiar with us recently left Cornick and joined Eisner.
None of Cornick's reports on our financial statements have ever contained
an adverse opinion or disclaimer of opinion, or were modified as to audit scope
or accounting principles. However, Cornick's audit report on our financial
statements for the year ended February 28, 1999 was modified as to a going
concern uncertainty.
Our Board of Directors approved the dismissal of Cornick and the
appointment of Eisner by unanimous written consent as of May 31, 2000.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Executive Officers
Set forth below are our directors and executive officers, their respective
names and ages, positions with us, principal occupations and business
experiences during at least the past five years and the dates of the
commencement of each individual's term as a director and/or officer.
Name Age Position
Dr. Michael Mitchell 44 President, CEO and Chairman
Mr. Charles A. Gargano 64 Director
Mr. Lawrence J. Slavin 46 Director
Mr. Alex Bruni 41 Chief Operating Officer
Mr. James C. Walsh 58 Director
Mr. John H. Flood, III 49 Director
Mr. Kenneth Greenblatt 52 Director
Dr. Michael Mitchell obtained a degree in biology from Jacksonville
University in 1976. In 1980, he obtained his M.D. degree from the University of
Dominica. From 1985 through the end of 1999, he was 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. He has now
left the practice of pediatrics to devote his full attention to LCS Golf.
26
<PAGE>
Mr. Charles A. 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 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 Wilton, Connecticut,
where he focuses on the development of strategic growth plans for healthcare
related facilities.
Mr. Alex Bruni serves as our 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 also 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 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. John H. Flood, III received his B.A. 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 where he held the
positions of Director of Legal and Business Affairs, Executive Vice President,
General Counsel, and President.
Mr. Kenneth Greenblatt has a BBA degree in Finance from the University of
Miami. He currently serves as a member of the President's Council of the
University of Miami and as a member of the Board of Directors of the Helen Hayes
Theatre, in addition to his position with our company. In 1987, Mr. Greenblatt
founded Waverly Converting, Inc., a textile company, and served as its President
until the company was sold to Missbrenner, Inc. in 1997. Prior to founding
Waverly Converting, Inc., Mr. Greenblatt served as Chairman for Guilford Mills
Incorporated.
Family Relationships.
27
<PAGE>
There are no family relationships among our directors or executive
officers.
ITEM 10. EXECUTIVE COMPENSATION
Summary Compensation Table
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
------------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (C) (d) (e) (f) (g) (h) (i)
------------------------------------------------------------------------------------------------------------------------------------
Name and Restricted Securities LTIP All Other
Principle Fiscal Salary Bonus Other Annual Stock Award(s) Underlying Payouts Compensation
Position Year ($) ($) Compensation ($) ($) Options/SARs (#) ($) ($)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael 1997 0 0 0 0 0 0 0
Mitchell, 1998 0 0 0 0 0 0 0
President 1999 0 0 0 $1,925,000 0 0 0
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1999 Dr. Michael Mitchell did not receive compensation pursuant to the terms of
his employment agreement during the fiscal year ended February 29, 2000
because the Company operated at a loss. Such compensation has been accrued
in our financial statements.
Employment Agreements.
On June 1, 1998, we entered into an employment agreement with Dr. Michael
Mitchell for his services as our President and Chief Executive Officer. The
agreement is for a term of five (5) years. There may be termination for cause
ninety (90) days after a written demand by our 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
($260,000) dollars, payable in weekly installments of five thousand ($5,000)
dollars. This salary is to be increased each year by at least four (4%) percent
during the term of the agreement.
28
<PAGE>
Since we were unable to pay Dr. Mitchell pursuant to the terms of his agreement
with us, we issued 2,000,000 restricted shares of our common stock to Dr.
Mitchell in January 1999. Such shares had a market value of $1,925,000 at the
time of issuance, based on the trading price of free-trading shares of the same
class. Dr. Mitchell's shares were unable and unavailable to be sold at the then
prevailing market price per share. Given that the shares were restricted and
illiquid, management decided that the shares were equivalent in value to the
amounts owed to Dr. Mitchell under the terms of his employment agreement through
December 31, 1998.
In accordance with 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 at an annual salary of
$104,000 payable in bi-weekly installments.
In accordance with 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 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets 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, and (b)
directors and executive officers both individually and as a group, as of June
12, 2000. Unless otherwise indicated, we believe that the beneficial owner had
sole voting and investment power over such shares.
29
<PAGE>
Number of Percentage
Name and Address Beneficially Ownership
of Beneficial Owner Title Owned Shares of Class
------------------- ----- ------------ --------
Dr. Michael Mitchell President, CEO 4,118,309(1) 20.30%
24 East 12th Street and Chairman
New York, NY 10003
Mr. John H. Flood, III Director 50,000 *
24 East 12th Street
New York, NY 10003
Mr. Charles Gargano Director 250,000 1.23%
633 3rd Ave., 37th Fl.
New York, NY 10017
Mr. Kenneth Greenblatt Director 100,000 *
809 N Dixie Hwy, Suite 200
West Palm Beach, FL 33401
Mr. Lawrence Slavin Director 205,000(2) 1.01%
87 St. Jon's Road
Wilton, CT 06897
Mr. Alex Bruni Chief 550,000(3) 2.70%
809 N Dixie Hwy, Suite 200 Operating
West Palm Beach, FL 33401 Officer
Mr. James Walsh Director 600,000 2.96%
5874 Deerfield Place
Lake Worth, FL 33463
All Executive Officers and 5,873,309 28.67%
Directors as a group (8 people)
------
* Less than 1%
(1) This amount includes 200,000 shares earned by Lynn Mitchell, Dr.
Mitchell's wife, for services to us.
(2) This amount includes 5,000 shares issued to Mr. Slavin's wife for services
rendered to us.
(3) This amount includes 200,000 shares that may be obtained through January
2001 by Mr. Bruni upon exercise of his outstanding options.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 1999, as compensation for services rendered under his
employment contract for the period from June 1, 1998 through December 31, 1998,
we issued Dr. Michael Mitchell, our Chief Executive Officer, President and
30
<PAGE>
Chairman, 2,000,000 shares of our common stock valued at $1,925,000. In
September of 1998, we issued 200,000 shares of our common stock valued at
$75,000 to Lynn Mitchell, wife of Dr. Michael Mitchell, for services rendered to
LCS Golf. In addition, Dr. Mitchell periodically makes short-term loans to us
for operations without specific repayment terms.
Other than those described above, we have no material 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.
PART IV
Item 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K.
We filed no Current Reports on Form 8-K during the fourth quarter of
the fiscal year ended February 29, 2000.
Exhibits.
Exhibit
Number Description
2.1 Linkun Holding Company (as filed in the Form 10-SB filing on 12/9/99)
2.2 LCS Golf, Inc. Merger (as filed in the Form 10-SB filing on 12/9/99)
2.3 Golf Universe, Inc. (as filed in the Form 10-SB filing on 12/9/99)
2.4 Mr. B III, Inc. (as filed in the Form 10-SB filing on 12/9/99)
2.5 GolfPromo, Inc. (as filed in the Form 10-SB filing on 12/9/99)
2.6 Play Golf Now, Inc. (as filed in the Form 10-SB filing on 12/9/99)
3.1 Articles of Incorporation (as filed in the Form 10-SB filing on 12/9/99)
3.2 By-laws (as filed in the Form 10-SB filing on 12/9/99)
10.1 Namath Agreement (as filed in the Form 10-SB/A filing on 4/12/00)
10.2A Quintel Loan Agreement (as filed in the Form 10-SB/A filing on 4/12/00)
10.2B Quintel Convertible Promissory Note (as filed in the Form 10-SB/A filing
on 4/12/00)
10.2C Quintel Security Agreement (as filed in the Form 10-SB/A filing on
4/12/00)
10.2D Quintel License Agreement (as filed in the Form 10-SB/A filing on 4/12/00)
10.2E Quintel Marketing Agreement (as filed in the Form 10-SB/A filing on
4/12/00)
31
<PAGE>
10.2F Quintel Registration Rights Agreement (as filed in the Form 10-SB/A filing
on 4/12/00)
10.2G Quintel Forbearance Agreement, dated as of August 8, 2000.*
10.2H Quintel Amendment #1 to the Security Agreement, dated as of August 8,
2000.*
10.2I Guaranty signed as of August 7, 2000 by Michael Mitchell for the timely
repayment of the obligations of LCS Golf under the promissory note dated
as of February 16, 2000 between Quintel and LCS Golf.*
10.3A Agreement dated as of August 10, 2000 between American Warrant Partners
LLC and LCS Golf (as filed in Amendment No. 1 to Form 10-SB on 9/8/00.
10.3B Registration Rights Agreement between American Warrant Partners LLC and
LCS Golf (a filed in Post-effective Amendment No. 1 to Form 10-SB on
9/8/00.
10.3C American Warrant Partners LLC warrant for up to 600,000 shares of common
stock expiring August 8, 2005 (as filed in Post-effective Amendment No. 1
to Form 10-SB on 9/8/00.
10.3D American Warrant Partners LLC 8% Subordinated Convertible Promissory note
(as filed in Post-effective Amendment No. 1 to Form 10-SB on 9/8/00).
21 Subsidiaries of the Registrant (as filed in the Form 10-SB/A filing on
4/12/00)
27* Financial Data Schedule
-----
* Filed herewith
32
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: Decmeber 5, 2000 LCS Golf, Inc.
By: /s/ Dr. Michael Mitchell
--------------------------
Dr. Michael Mitchell
President, Chief Executive
Officer and Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Dr. Michael Mitchell President, Chief Executive Officer Decmeber 5, 2000
------------------------ and Chairman (Principal Executive
Dr. Michael Mitchell Officer
/s/ Alex Bruni Chief Operating Officer, Principal Decmeber 5, 2000
-------------- Financial and Accounting Officer
Alex Bruni
/s/ Charles A. Gargano Director Decmeber 5, 2000
----------------------
Charles A. Gargano
/s/ Lawrence J. Slavin Director Decmeber 5, 2000
----------------------
Lawrence J. Slavin
/s/ James C. Walsh Director Decmeber 5, 2000
------------------
James C. Walsh
/s/ John H. Flood, III Director Decmeber 5, 2000
----------------------
John H. Flood, III
/s/ Kenneth Greenblatt Director Decmeber 5, 2000
----------------------
Kenneth Greenblatt
33
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 29, 2000
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Contents
Page
----
Consolidated Financial Statements
Independent auditors' reports 1
Balance sheet as of February 29, 2000 3
Statements of operations for the years ended
February 29, 2000 and February 28, 1999 4
Statements of changes in stockholders' equity for the years
ended February 29, 2000 and February 28, 1999 5
Statements of cash flows for the years ended February 29, 2000
and February 28, 2000 6
Notes to financial statements 7
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
LCS Golf, Inc.
We have audited the accompanying consolidated balance sheet of LCS Golf, Inc.
and subsidiaries as of February 29, 2000 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 fiscal year 2000 financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
LCS Golf, Inc. and subsidiaries as of February 29, 2000, and the consolidated
results of their operations and their consolidated cash flows for the year then
ended in conformity with generally accepted accounting principles.
As disclosed in Note A [3], 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 as at February 29, 2000, is in a negative
working capital position, has incurred significant losses from operations for
the year then ended and has relied on loans from its majority stockholder. In
addition, the Company is in default under its loan agreement and has agreed to
remit to the lender 50% of all cash collected or loaned to the Company. 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 [3]. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Richard A. Eisner & Company, LLP
New York, New York --------------------------------
June 8, 2000 Certified Public Accountants
With respect to Note M,
September 15, 2000
With respect to Note A,
October 24, 2000
<PAGE>
Independent Auditors' Report
To the Shareholders
LCS Golf, Inc.
We have audited the accompanying consolidated statements of operations,
changes in stockholders' equity and cash flows of LCS GOLF, INC. AND
SUBSIDIARIES, for the year ended February 28, 1999. 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 results of operations and cash flows of LCS Golf,
Inc. and Subsidiaries, for the year ended February 28, 1999 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 described in Note A.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
CORNICK, GARBER & SANDLER, LLP
----------------------------------------
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
September 1, 1999
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
February 29, 2000
ASSETS
Current assets:
Cash $ 222,266
Accounts receivable, net of allowance for doubtful
accounts of $64,750 137,015
Due from factor 11,144
Prepaid and other current assets 171,440
------------
Total current assets 541,865
Fixed assets - at cost, less accumulated depreciation
and amortization 82,843
Prepaid license fee 1,388,254
Security deposits 18,000
------------
$ 2,030,962
============
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses $ 639,296
Debt in default 500,000
Notes payable 25,000
Loans from major stockholder/president 269,963
Other current liabilities 66,444
------------
Total current liabilities 1,500,703
Liabilities subsequently paid with common stock 152,000
------------
Total liabilities 1,652,703
------------
Commitments (Notes H and I)
STOCKHOLDERS' EQUITY
Common stock - $.001 par value, 50,000,000 shares authorized;
20,132,225 shares issued and outstanding 20,132
Additional paid-in capital 11,973,570
Accumulated deficit (11,476,443)
Unamortized debt expense (139,000)
------------
Total stockholders' equity 378,259
------------
$ 2,030,962
============
See independent auditors' reports and notes to financial statements 3
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Year Ended
---------------------------
February February
29, 28,
2000 1999
----------- -----------
Net sales $ 1,909,297 $ 107,840
Cost of sales 1,197,820 191,872
----------- -----------
711,477 (84,032)
Selling, general and administrative expenses
(includes $2,150,133 and $5,141,680
of expenses paid with common stock) (4,630,780) (5,551,559)
Write-off of intangible assets (1,270,607)
----------- -----------
Loss from operations before other income (expense) (5,189,910) (5,635,591)
Other income (expense):
Other income 11,204 22,910
Interest expense (55,836) (5,602)
----------- -----------
Net loss $(5,234,542) $(5,618,283)
=========== ===========
Net loss per share - basic and diluted $(.27) $(.63)
===== =====
Weighted average number of shares outstanding 19,043,494 8,961,285
=========== ===========
See independent auditors' reports and notes to financial statements 4
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
Common Shares Additional Unamortized Total
-------------------- Paid-In Accumulated Debt Stockholders'
Shares Amount Capital Deficit Expense Equity
------ ------ ---------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
As previously reported - February 28, 1998 6,250,264 $ 6,250 $ 448,102 $ (552,534) $ (98,182)
Prior period adjustments 71,084 (71,084) --
------------ --------- ------------ ------------ ------------
As adjusted 6,250,264 6,250 519,186 (623,618) (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)
------------ --------- ------------ ------------ ------------
Balance - February 28, 1999 17,519,225 17,519 8,137,066 (6,241,901) 1,912,684
Liabilities paid with common stock 1,107,500 1,108 1,404,688 1,405,796
Shares issued in connection with
acquisition 150,000 150 144,038 144,188
Options issued in connection with
loan agreement 139,000 $ (139,000) --
Shares issued for services 1,355,500 1,355 2,148,778 2,150,133
Net loss for the year ended
February 29, 2000 (5,234,542) (5,234,542)
------------ --------- ------------ ------------ ---------- ------------
Balance - February 29, 2000 20,132,225 $ 20,132 $ 11,973,570 $(11,476,443) $ (139,000) $ 378,259
============ ========= ============ ============ ========== ============
</TABLE>
See independent auditors' reports and notes to financial statements 5
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Year Ended Year Ended
February 29, February 28,
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(5,234,542) $(5,618,283)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 326,431 80,206
Issuance of common stock for services 2,150,133 5,141,680
Write-off of intangible assets 1,270,607
Changes in:
Accounts receivable (137,015)
Due from factor 83,440 178,539
Inventory 73,377 (21,573)
Prepaid and other current assets 404,490 (30,223)
Prepaid licensing fee (25,000)
Security deposits (7,800)
Accounts payable and accrued expenses 209,534 71,543
Other current liabilities 24,516 (2,148)
----------- -----------
Net cash used in operating activities (836,829) (225,259)
----------- -----------
Cash flows from investing activities:
Payment for purchases of businesses (369,446)
Purchase of fixed assets (51,412)
Collection of (loans to) major stockholder/president 26,515 (26,515)
----------- -----------
Net cash used in investing activities (24,897) (395,961)
----------- -----------
Cash flows from financing activities:
Net proceeds from issuance of shares 979,704
Proceeds from notes issued 550,000
Repayment of note (25,000)
Proceeds from major stockholder/president loans 615,823
Repayment of major stockholder/president loans (345,860) (70,450)
----------- -----------
Net cash provided by financing activities 794,963 909,254
----------- -----------
Net (decrease) increase in cash (66,763) 288,034
Cash - beginning 289,029 995
----------- -----------
Cash - ending $ 222,266 $ 289,029
=========== ===========
Supplementary disclosures of cash paid during the year for:
Interest $ 41,707 $ 5,602
Noncash activity:
Liabilities paid with common stock $ 1,405,796
Additional common stock issued for purchase of business $ 144,188
</TABLE>
See independent auditors' reports and notes to financial statements 6
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
February 29, 2000 and February 28, 1999
NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[1] The Company:
On October 28, 1997, LCS Golf, Inc. (the "Company"), an inactive New York
corporation, was merged in a reverse merger transaction into an inactive
Delaware corporation with the same name ("LCS Delaware") in exchange for
980,904 shares of LCS Delaware's common stock. The Company paid $50,000 as
a finder's fee in connection with the merger which has been charged to
expense. In addition, 3,916,360 shares with a value of $25,000 were issued
to certain existing shareholders of the Company for services rendered in
connection with the merger. For financial accounting purposes, the merger
on October 28, 1997 has been treated as the acquisition of LCS Delaware by
the Company in the form of a recapitalization. Therefore, no value has
been ascribed to the common stock held by the LCS Delaware shareholders.
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.
The Company is engaged in the acquisition and operation of companies which
provide products and services to the golf playing public and marketing the
database information obtained from its websites. 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.
[2] Principles of consolidation:
The consolidated financial statements include the accounts of LCS Golf,
Inc. and its subsidiaries, all of which are wholly owned. All material
intercompany accounts and transactions have been eliminated in
consolidation.
[3] 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 February 29, 2000, the Company has not been able to generate
significant revenues from its operations to cover its costs and operating
expenses and at February 29, 2000 is in a negative working capital
position. In addition, the Company is in default under its loan agreement
with Quintel (See Note M). Although the Company has been able to issue its
common stock (Note J) for a significant portion of its expenses or has
obtained cash advances from its major stockholder/president (Note E), it
is not known whether the Company will be able to continue this practice,
be able to obtain continuing cash advances or if its revenue will increase
significantly to be able to meet its cash operating expenses.
7
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
February 29, 2000 and February 28, 1999
NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
[3] 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 year ended February 28, 1999 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.
[4] 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.
[5] 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.
[6] Intangible assets:
In connection with the Company's acquisitions (Note B), the value of the
common stock issued and the cash paid substantially exceeded the fair
value of the tangible assets acquired, which excess was attributable to
goodwill, customer lists and website costs. However, since it was not
practicable to allocate the excess to these components on an individual
basis, the excess was reflected as "Intangible Assets" which were being
amortized on a straight-line basis over ten years.
The Company continually evaluates these intangible assets for impairment
on the basis of whether they are fully recoverable from projected
undiscounted net cash flows for each related business. Based upon its most
recent analysis, in the fourth quarter of fiscal year 2000, the Company
wrote off these intangible assets.
[7] 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 may exceed Federal Deposit Insurance Corporation insured amounts.
For the year ended February 29, 2000, sales to three customers accounted
for approximately 21%, 18% and 10% of total sales. In addition,
three customers accounted for approximately 34%, 32% and 16% of accounts
receivable at February 29, 2000. 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.
8
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
February 29, 2000 and February 28, 1999
NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
[8] Advertising costs:
The Company expenses its advertising costs when incurred. However, $10,000
of expenses relating to an infomercial which was in production as of
February 28, 1999 were expensed upon the first showing of the infomercial
during the year ended February 29, 2000.
Advertising costs were approximately $142,000 for the year ended February
29, 2000 which includes approximately $133,000 for expenses of the
infomercial and $6,700 for the year ended February 28, 1999.
[9] 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 period. The effect
of outstanding potential common shares, including stock options and
warrants is not included in the per share calculations as it would be
anti-dilutive.
[10] 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, which are subject
to impairment consideration, 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.
[11] Prior period adjustments:
The costs and expenses related to the acquisition of LCS Delaware are
treated as period costs. In connection with the reverse merger, certain
costs and expenses have been reflected retroactively in the financial
statements as of February 28, 1999. The effect of these adjustments was to
increase additional paid-in capital and the accumulated deficit by
$71,084.
[12] Revenue recognition:
(a) Advertising revenue:
Advertising revenue is derived from third-party advertising on the
Company's websites. This is comprised of banner advertising and newsletter
marketing. Advertising revenue is recognized in the period that the
advertisement is displayed.
(b) Merchandise revenue:
Merchandise revenue is derived principally from the sale of specialty
pillows, and is recognized once the product has been shipped and payment
is assured.
(c) E-mail distribution revenue:
E-mail distribution revenue is derived from delivering permission e-mail
for third-parties to the Company's mailing list of golfers. E-mail
distribution revenue is recognized when the e-mail is delivered.
(d) Marketing revenue:
Marketing revenue is derived from providing marketing services and related
marketing materials to third-parties. Marketing revenue is recognized once
the service is completed and once the product has been shipped.
(e) Commission income:
Commission income is derived from e-commerce transactions generated
through the Company's websites for third-party products. Commission
revenue is recognized once the product has been shipped and payment is
assured.
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.
[1] 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 400,000 shares of the
Company's common stock with a market value of $128,500 as at the date of
issuance and a note payable of $100,000 which was paid prior to February
28, 1999. The purchase price also includes $16,750 in expenses.
[2] 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 and 150,000 shares of the Company's
common stock with a market value of $71,250 as at the date of issuance.
The purchase price also includes expenses of approximately $358,000, which
includes 150,000 shares of the Company's common stock with a market value
of approximately $355,000 as at the date of issuance.
9
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
February 29, 2000 and February 28, 1999
NOTE B - ACQUISITIONS (CONTINUED)
[3] 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 $192,000 representing the market value at
the date of issuance of 200,000 shares of the Company's common stock
issued to the seller. 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. In March 1999, the
Company issued an additional 150,000 shares of its common stock with a
market value of approximately $144,000.
[4] 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 as at the date of issuance 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, additional shares
were to be issued to the seller(s). The Company believes that the price per
share was not less than $1.00 on the applicable dates and, accordingly, no
additional shares were issued.
The following presents, on an unaudited pro forma basis, the net sales, net loss
and loss per share had the acquisitions occurred on March 1, 1998 or the date of
inception of the acquired company, whichever is later. The information for Golf
Universe, Inc. is based upon its unaudited financial data for the period March
1, 1998 through April 30, 1998. The information for B III is based upon its
unaudited financial data for the period March 1, 1998 through November 16, 1998.
The information for Golfpromo, Inc. ("GP") includes removing the operations of
GP for the period February 15, 1999 through February 28, 1999, included in the
historical financial information for the year ended February 28, 1999 and
including the operations of GP for the year ended December 31, 1998. The
information for Play Golf Now, Inc. has not been included because it was not
material. The pro forma information does not purport to be indicative of the
results of operations that would have occurred had the transactions taken place
at the beginning of the periods presented nor is it indicative of the expected
future results of operations:
Year Ended
February 28,
1999
------------
Net sales $ 1,055,000
===========
Net loss $(5,755,000)
===========
Loss per share $(.57)
====
NOTE C - INCOME TAXES
At February 29, 2000, the Company has available for federal income tax purposes
net operating loss carryforwards of approximately $9,463,000 expiring through
2020. The difference between the cumulative net losses for financial reporting
purposes and the net operating loss carryforwards for tax purposes is primarily
due to the write-off of intangible assets which are not currently deductible for
tax purposes. The Company has provided a valuation reserve against the full
amount of net operating loss benefit of approximately $3,679,000 since the
likelihood of realization cannot be determined.
10
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
February 29, 2000 and February 28, 1999
NOTE C - INCOME TAXES (CONTINUED)
The difference between the statutory tax rate of 34 percent and the Company's
effective tax rate of 0 percent is due to the increase in the valuation
allowance of $1,510,000 and $2,169,000 for the years ended February 29, 2000 and
February 28, 1999, respectively.
Section 382 of the Internal Revenue Code contains provisions which may limit the
loss carryforwards available if significant changes occur in stockholder
ownership interests. Management believes that such limitations apply to the
February 28, 1999 net operating loss of approximately $5,592,000 as a result of
changes in stockholder ownership interests and, accordingly, the Company will be
subject to an annual limitation of approximately $395,000 on the utilization of
its February 28, 1999 net operating loss.
The Company has not filed its prior years income tax returns.
NOTE D - 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 29, 2000, 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.
In April 2000, the factor agreement was terminated.
Accounts receivable on the consolidated balance sheet are not subject to the
factoring agreement at February 29, 2000.
NOTE E - LOANS FROM MAJOR STOCKHOLDER/PRESIDENT
Loans from a major stockholder/president are payable on demand with interest at
10% a year. These loans are unsecured. At February 29, 2000, the net advances
from the major stockholder/president were approximately $270,000. The Company
has accrued interest expense of approximately $17,000 and $4,000 for the years
ended February 29, 2000 and February 28, 1999, respectively.
NOTE F - EQUIPMENT
Equipment consists of the following:
February 29, Useful Lives
2000 (Years)
------------ ------------
Office equipment and computers $61,928 5
Machinery and equipment 34,425 5
-------
96,353
Less accumulated depreciation 13,510
-------
$82,843
=======
Depreciation expense for the years ended February 29, 2000 and February 28, 1999
was $11,619 and $1,890, respectively.
11
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
February 29, 2000 and February 28, 1999
NOTE G - LICENSING AGREEMENT
In December 1998, the Company entered into a ten year licensing agreement for
the services of Joe Namath, a sports celebrity, 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 years ended
February 29, 2000 and February 28, 1999 was approximately $156,000 and $40,000,
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 years ended February 29, 2000 and
February 28, 1999.
NOTE H - DEBT IN DEFAULT
On February 16, 2000, the Company borrowed from Quintel Communications, Inc.
("Quintel"), an internet marketing and development company, $500,000 in the form
of a convertible promissory note ("Note"). Subsequent to February 29, 2000, this
debt is in default (see Note M). The Note was due on demand at any time after
August 16, 2000 and is convertible into 500,000 shares of common stock of the
Company at any time prior to repayment. Any shares issued by the Company will
have registration and piggyback registration rights and are subject to
anti-dilution adjustments in certain cases. If any additional shares are issued
under the anti-dilution provisions, the Company will have a one-time repurchase
right at a $1.00 per share during the twelve month period following the date of
conversion of the Note. The Note is without interest until the earlier of August
17, 2000 or an event of default under the Note. Interest to be charged will be
at prime plus 4%, not to exceed 14%. The Note may be prepaid at anytime after
giving 15 days prior written notice. The Note is secured by the Company's
database and all related records, contract rights and intangibles which has been
delivered to the lender and must be updated upon request, until the obligation
has been paid.
The Company entered into a ten year licensing agreement for the use of its
database with Quintel. Quintel will pay $5,000 per month. These payments can be
used to offset the remaining balance owed to Quintel (see Note M).
The Company also entered into a two year marketing agreement with Quintel to
develop programs to market products and services and send promotional e-mails to
the visitors and customers of the Company's websites. Quintel will pay the
Company $.25 for each individual who "opts in" to be registered with Quintel at
its site. Revenues generated from these programs (less direct "out-of-pocket"
costs, including royalties, cost of producing the marketing materials and other
expenses directly related to the programs) will be divided equally and
distributed quarterly less any required reserves.
In connection with the marketing agreement, the Company issued two-year options
to purchase 100,000 shares of the Company's common stock at $1.00 a share and
100,000 shares at $2.00 per share. The value of these options at grant date,
utilizing the Black-Scholes option pricing model, was $139,000. The assumptions
used in determining the value was an expected volatility of 155%, an average
interest rate of 6.68% per annum and an expected holding period of two years.
These options are subject to certain anti-dilution provisions and provide
registration rights for the underlying shares. The agreement can be terminated
in the event of a default under the agreement by either party which is not
corrected within 30 days after notice is given.
NOTE I - COMMITMENTS
[1] 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 on the date of issuance has
been charged to operations for the year ended February 28, 1999, as
officer's salary.
12
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
February 29, 2000 and February 28, 1999
NOTE I - COMMITMENTS (CONTINUED)
[1] Employment agreements: (continued)
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 certain sales of Golfpromo, Inc. up to $500,000
and three percent of its sales between $500,001 and $1,000,000. The
agreement is renewable at the option of both parties. The Vice President
received approximately $28,000 in commissions for the year ended February
29, 2000 & $0 for the year ended February 28, 1999.
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.
[2] 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,
------------
2001 $ 60,000
2002 60,000
2003 25,000
---------
$ 145,000
=========
The Company's other locations are leased on a month-to-month basis. Rent
expense was $50,540 for the year ended February 29, 2000 and $15,980 for
the year ended February 28, 1999.
NOTE J - 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 consists 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 29, 2000, 2,782,150 shares have been issued for the exercise of the
warrants, warrants to purchase 350 shares are outstanding and warrants to
purchase 17,500 shares have been surrendered by the holders without
remuneration. During the year ended February 28, 1999 the Company received
$979,704 in proceeds from the sale of the units and exercise of the warrants,
net of offering expenses of $14,048.
13
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
February 29, 2000 and February 28, 1999
NOTE J - STOCKHOLDERS' EQUITY (CONTINUED)
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) on the dates issued:
<TABLE>
<CAPTION>
Year Ended February 29, Year Ended February 28,
2000 1999
------------------------ -----------------------
Quoted Quoted
Number of Market Number of Market
Shares Value Shares Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Employment contract settlement (Note L) 370,000 $ 433,438
Licensing agreement (Note G) 1,800,000 $1,561,576
Board of Directors fees 200,000 182,189 200,000 108,124
Consulting services 712,500 1,361,067 1,461,811 760,065
President's wages (Note I) 2,000,000 1,925,000
Consulting services - related parties* 1,325,000 820,975
Financing costs 8,000 14,688
Legal fees 65,000 158,751
---------- ---------- ---------- ----------
1,355,500 $2,150,133 6,786,811 $5,175,740
========== ========== ========== ==========
</TABLE>
* During the year ended February 28, 1999 the Company utilized consulting
services provided by certain family members of the President of the Company.
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 K - 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 golf related and manufacturing segments. The golf related segment commenced
operations subsequent to February 28, 1999.
The golf related segment provides diverse services through its websites,
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 the segment.
The following table reflects information for the segments as of February 29,
2000 and February 28, 1999 and for the years then ended, consistent with the
Company's management system. 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, settlement of claims and general corporate salaries of approximately
$1,387,000, $394,000, $433,000 and, $268,000, respectively for the year ended
February 29, 2000 and for the year ended February 28, 1999, they include
consulting fees, professional fees and officer's salary of $2,417,000, $406,000,
and $1,970,000, respectively.
14
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
February 29, 2000 and February 28, 1999
NOTE K - SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>
Unallocated
Golf Management/
Total Related Manufacturing Operations
----- ------- ------------- ------------
<S> <C> <C> <C> <C>
Total assets:
February 29, 2000 $ 2,030,962 $ 254,260 $ 57,270 $ 1,719,432
February 28, 1999 $ 3,942,170 $ 1,152,037 $ 623,624 $ 2,166,509
Decrease in
total assets $(1,911,208) $ (897,777) $ (566,354) $ (447,077)
Sales:
February 29, 2000 $ 1,909,297 $ 934,482 $ 974,815
February 28, 1999 $ 107,840 $ 465 $ 107,375
Net loss:
February 29, 2000 $(5,234,542) $(1,354,351) $ (679,166) $(3,201,025)
February 28, 1999 $(5,618,283) $ (96,835) $ (151,888) $(5,369,560)
</TABLE>
NOTE L - CLAIM SETTLEMENT
During January 2000, the Company reached a final settlement of a claim from a
former employee of LCS New York, a predecessor company. The Company issued
200,000 shares of common stock in October 1999 and an additional 170,000 shares
of common stock in January 2000. The market value of these shares of
approximately $433,438 has been reflected in the February 29, 2000 financial
statements. These shares are restricted and have piggyback registration rights
should the Company file a registration statement, subject to the agreement of
the managing underwriter.
Note M - SUBSEQUENT EVENTS
[1] Debt in default
On August 8, 2000, following certain disagreements concerning Quintel's use of
our database, the Company entered into a forebearance agreement and amended the
security agreement with Quintel. The Company made a $50,000 payment against the
$500,000 convertible note (see Note H) which was funded personally by its major
stockholder/president. The Note was amended to provide for payment on demand.
The amended security agreement requires the Company to remit to Quintel, 50% of
collections on the outstanding accounts receivable as of August 10, 2000 and 25%
of all subsequent accounts receivable collected, within five days. Payments are
to be credited, first to interest and then to principal. Quintel is also to
receive 50% of all other cash receipts, including additional loans, until the
Note is paid. The amended security agreement also includes all accounts of the
Company and all security, or guarantees held with respect to the accounts and
all account proceeds. In addition, the Company's major stockholder/president
personally guaranteed up to $250,000 of the Note (of which $150,000 has been
paid against this guaranty).
Due to the above amendments, Quintel agreed not to demand payment on the Note or
commence any action against the Company, as long as it receives payments for
interest and principal of at least $10,000 per month and the Company generates
revenues of at least $75,000 per month.
On August 8, 2000, the Company received $300,000 from American Warrant Partners,
LLC ("American Warrant") in the form of a 8% convertible subordinated promissory
note (see below). The Company did not remit 50% of the cash proceeds of this
note, as required by the forebearance agreement, which put the Company into
default under its agreement with Quintel. The Company has not obtained a waiver
of the default, however, the major stockholder/president agreed to fund
personally, two payments of $50,000 each towards the principal and interest on
the Quintel Note. In addition, the Company agreed to remit 50% (formerly 25%) of
cash received from new accounts receivable.
[2] New Financing
On August 8, 2000, American Warrant loaned the Company $300,000 under an 8%
convertible subordinated promissory note with a maturity date of August 8, 2002.
The note is convertible into common stock at $.25 per share, subject to
adjustment. Interest is payable quarterly commencing on September 30, 2000. The
Company also issued a five year warrant to purchase up to 600,000 shares of
common stock, exercisable at $.40 per share, subject to adjustment. The Company
also entered into a registration rights agreement whereby a Registration
Statement for the shares is to be filed as soon as reasonably practicable but
not later than September 15, 2000. The Company did not file the Registration
Statement by September 15, 2000 and will be subject to penalties if the
Registration Statement is not declared effective by November 15, 2000. The
penalties are that the for each 30-day period that the Registration Statement is
not declared effective the conversion price of $0.25 of the convertible note and
the warrant exercise price of $0.40 will each be reduced by 2% until the
exercise price reaches $0.05. In addition, the interest rate on the convertible
note will increase 2% for each 30-day period, not to exceed 15%. Certain
officers and directors agreed to a lock-up agreement restricting their right to
sell, transfer or pledge their shares until the earlier of 1) the one year
anniversary of the agreement, 2) the effective date of the Registration
Statement or 3) until the Company raises $1,000,000 in equity or debt financing.
The Company agreed to recommend and use its best efforts to elect a
representative of American Warrant to the Board of Directors until one year from
the date of the agreement or until the Company raises $1,000,000 in equity or
debt financing. The Company also agreed that, without prior written consent of
American Warrant, it would not offer for sale or sell common stock at a price
less than the average closing price for the five days prior to the transaction.
When 85% of the interest and principal of the note is paid or converted to
common stock or 180 days from date of the Warrant Agreement passes, no consent
will be required.
15
23
<PAGE>
Exhibit
Number Description
------- -----------
2.1 Linkun Holding Company (as filed in the Form 10-SB filing on 12/9/99)
2.2 LCS Golf, Inc. Merger (as filed in the Form 10-SB filing on 12/9/99)
2.3 Golf Universe, Inc. (as filed in the Form 10-SB filing on 12/9/99)
2.4 Mr. B III, Inc. (as filed in the Form 10-SB filing on 12/9/99)
2.5 GolfPromo, Inc. (as filed in the Form 10-SB filing on 12/9/99)
2.6 Play Golf Now, Inc. (as filed in the Form 10-SB filing on 12/9/99)
3.1 Articles of Incorporation (as filed in the Form 10-SB filing on 12/9/99)
3.2 By-laws (as filed in the Form 10-SB filing on 12/9/99)
10.1 Namath Agreement (as filed in the Form 10-SB/A filing on 4/12/00)
10.2A Quintel Loan Agreement (as filed in the Form 10-SB/A filing on 4/12/00)
10.2B Quintel Convertible Promissory Note (as filed in the Form 10-SB/A filing
on 4/12/00)
10.2C Quintel Security Agreement (as filed in the Form 10-SB/A filing on
4/12/00)
10.2D Quintel License Agreement (as filed in the Form 10-SB/A filing on 4/12/00)
10.2E Quintel Marketing Agreement (as filed in the Form 10-SB/A filing on
4/12/00)
10.2F Quintel Registration Rights Agreement (as filed in the Form 10-SB/A filing
on 4/12/00)
21 Subsidiaries of the Registrant (as filed in the Form 10-SB/A filing on
4/12/00)
27* Financial Data Schedule
-----
* Filed herewith
24
