UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-18303
GOLF ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2990598
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1008 S. Clayton St.
Springdale, Arkansas 72763
(Address of principal executive offices)
(Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports 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 [X] No [ ]
There were 7,360,398 shares of Common Stock ($0.01 par value)
outstanding as of March 31, 2002
GOLF ENTERTAINMENT, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
For the Quarter ended March 31, 2002
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Balance Sheet (unaudited)............................ 3-4
Statements of Operations (unaudited)................. 56
Statements of Cash Flows (unaudited)................. 6
Notes to Financial Statements........................ 7-8
Item 2. Item 2. Management's Discussion And Analysis
Of Financial Condition And Results Of
Operations................................... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 13
Item 2. Changes in Securities......... ...................... 15
Item 3. Defaults upon Senior Securities...................... 15
Item 4. Submission of Matters to a Vote
of Security Holders................................. 16
Item 5. Other Information..................................... 16
Item 6. Exhibits and Reports on Form 8-K...................... 16
Signatures...................................................... 16
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GOLF ENTERTAINMENT, INC.
BALANCE SHEETS
AS AT
December 31, 2001 and March 31, 2002
DECEMBER 31, MARCH 31,
2001 2002
------------ ------------
ASSETS
CURRENT ASSETS
Cash 7,581 24,722
---------- ----------
Total current assets 7,581 24,722
---------- ----------
FIXED ASSETS
Broadcast Operations Equipment 1,028,030 1,028,030
Leasehold Improvements 945
Office Equipment 218
---------- ----------
TOTAL FIXED ASSETS 1,028,030 1,029,193
---------- ----------
OTHER ASSETS
Deposits 0 173,990
---------- ----------
TOTAL OTHER ASSETS 0 825
TOTAL ASSETS $1,035,611 $1,054,740
========== ==========
-UNAUDITED-
See accompanying notes to financial statements
3
GOLF ENTERTAINMENT, INC.
BALANCE SHEETS
AS AT
December 31, 2001 and March 31, 2002
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable 139,448 139,448
Accrued liabilities 13,492 5,794
Sales Tax Payable 9,054
------------ ------------
Total current liabilities 152,940 154,296
LONG-TERM DEBT 348,750 335,650
OTHER LIABILITIES
Other liabilities 0 0
------------ ------------
Total liabilities 446,690 489,946
EQUITY
Common Stock, $0.01 par value, authorized
25,000,000 shares; issued and outstanding
at March 31, 2002, 7,360,398 common shares;
issued and outstanding at December 31, 2001,
6,610,398 shares 90,430 90,430
Common Stock, $0.01 par value, payment
received but unissued, 3,750,000 shares
issued and outstanding at March 31, 2002,
7,360,398 common shares; issued and
outstanding at December 31, 2001,
6,610,398 shares 37,500 37,500
Preferred Stock, $0.01 par value, authorized
1,000,000 shares; 380,000 shares issued;
380,000 shares issued at March 31, 2002
and December 31, 2001 respectively 2,285 2,285
Additional paid-in capital 12,352,040 12,317,428
Retained Earnings (Deficit accumulated
during development stage) (11,869,008) (11,866,023)
------------ ------------
Total Stockholders' Equity 588,921 564,794
------------ ------------
TOTAL LIABILITIES AND OWNERS EQUITY $1,035,611 $1,054,740
============ ============
-UNAUDITED-
See accompanying notes to financial statements
4
GOLF ENTERTAINMENT, Inc.
STATEMENT OF OPERATIONS
FOR PERIOD
Periods ending March 31, 2002 and March 31, 2001
Period ending Period ending
March 31, March 31,
2002 2001
REVENUE
Revenues 36,243.00 0.00
COSTS AND EXPENSES
General and Administrative 33,258.00 127,203.00
Interest Expense 3,949.00
----------------- -----------------
Total Costs and Expenses 33,258.00 131,152.00
----------------- -----------------
Loss from continuing operations 2,985.00 (131,152.00)
Income/(loss) from discontinued operations 0.00 3,352.00
----------------- -----------------
Net loss 2,985.00 (127,800.00)
----------------- -----------------
----------------- -----------------
Basic earnings per share 0.00 (0.02)
number of common shares
outstanding - basic and diluted 5,293,044.00
-UNAUDITED-
See accompanying notes to financial statements
5
GOLF ENTERTAINMENT, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
FOR PERIOD
Period ended March 31, 2001
Period ended March 31, 2002
Three months ended
March 31, March 31,
2002 2001
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Iincome or (Loss) 2,985 (127,800)
Adjustments to reconcile net income/(loss) to cash
provided (used) operating activities:
Change in assets and liabilities due to
operating activities:
(Increase)/ Decrease in prepaid expenses 7,155
(Increase)/Decrease in other assets 825
Increase/(Decrease) in accounts payable 9,054 9,549
Increase/(Decrease) in accrued liabilities (7,698) 1,381
---------- ----------
Total adjustments 2,181 18,085
---------- ----------
Net change in cash from operations 5,166 (109,715)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment 1,163
Sales-type and direct financing lease rentals
received 10,812 64,427
---------- ----------
Net change in cash from investing activities 11,975 64,427
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 0 52,000
Principal payments on long term debt (8,399)
---------- ----------
Net change in cash from by financing activities 0 43,601
Balance at beginning of period 7,581 1,914
Net increase (decrease) in cash 17,141 (1,687)
Balance at end of period 24,722 227
-UNAUDITED-
See accompanying notes to financial statements
6
GOLF ENTERTAINMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements are condensed and
do not include all information required by generally accepted accounting
principles to be included in a full set of financial statements. The unaudited
condensed consolidated financial statements include the accounts of Golf
Entertainment, Inc. and its wholly owned subsidiaries, collectively referred to
as the "Company".
All material intercompany accounts and transactions have been eliminated.
Certain reclassifications have been made to prior periods' amounts to conform
to current period presentation. The information furnished reflects all
adjustments, which are, in the opinion of the Company, necessary to present
fairly its financial position, the results of its operations and its cash flows
for the three months ended March 31, 2002 and 2001. It is suggested that this
report be read in conjunction with the Company's audited financial statements
included in the Annual Report on Form 10-K for the fiscal year ended December
31, 2000. The operating results and cash flows for the three-month period
presented are not necessarily indicative of the results that will be achieved
for the full fiscal year or for future periods.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial reporting period and the reported amount of revenue and expenses.
Actual results could differ from those estimates.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As shown in the accompanying
consolidated financial statements, the Company has incurred net income for the
three months ended March 31, 2001 of $2,985. The Company's ability to continue
as a going concern is dependent upon its ability to obtain additional financing
and the attainment of an adequate level of profitable operations. Management
believes that the action it is taking will provide the opportunity for the
company to Continue as a going concern.
Note 2. Earnings per Common Share
Earnings per common share are based on the weighted average number of common
shares outstanding during each period presented. Weighted average basic and
diluted common shares outstanding for the three months ended March 31, 2002
and 2001 were 9,943,044 and 5,293,044, respectively. Vested and unvested
options, warrants and
7
convertible preferred stock were not included in the computation of dilutive
EPS because the effect of doing so would be antidilutive.
Note 3. Notes Payable and Long-term Debt
Notes payable and long-term debt consist of the following at:
March 31, December 31,
2002 2001
------------- ------------
Term note payable to CIFC on Broadcast
Equipment, no payments due until 2003. 291,000 291,000
Term note payable to Francis J Hart 16,900 16,900
Term note payable to Kasati 60,000 60,000
Term notepayable to Genesis Trust -0- 30,000
Term note payable to Scott Printing
Corporation, due in monthly installments
Beginning December 1, 2000 of $1,250
For 4 months, $2,500 for 2 months with
Interest at 0.0% 6,250 6,250
------------- ------------
$ 374,150 $ 404,150
============== =============
Note 4. Supplemental Disclosures of Noncash Investing and Financing Activities
The Company issued 750,000 shares of its common stock for cancellation of
$30,000 in debt.
8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
In this Quarterly Report on Form 10-Q, we will refer to Golf Entertainment,
Inc., a Delaware corporation, as "Golf," "the Company," "we," "us," and
"our." These terms include by reference, all of the current and former
subsidiary corporations we have owned either all, or a significant interest
in, since becoming a reporting company.
The Corporate Office of Golf Entertainment, Inc., is located at 1008 S.
Clayton Street, Springdale, Arkansas 72762 and our telephone number is 479-
751-2300. Our facsimile line is 479-751-2273. Shareholders are welcome to
visit the facilities during our normal workday, 8:30 a.m. until 5:00 p.m.,
Monday through Friday.
General
On January 1, 2002, Golf Entertainment, Inc. resumed normal business
operations at its offices in Alpharetta, Georgia and Springdale, Arkansas.
Corporate headquarters were moved, during the months of January and February
from Georgia to Arkansas. Golf Entertainment, Inc. and its subsidiaries
Traditions Acquisition Corporation or "TAC"; LEC Leasing, Inc. or "LEC";
Superior Computer Systems, Inc. or "SCS"; Pacific Mountain Computer Products,
Inc. or "PMCPI"; Atlantic Digital International, Inc. or "ADI"; LEC
Distribution, Inc; TJ Computer Services, Inc) (collectively, the "Company" or
"Golf") is currently was in the business of television broadcasting. The
Company has realigned its principal business focus and is now preparing a
private placement in order to finance television station acquisitions and
original licensures in the south and southeast United States. The company
presently operates one television station in Springdale, Arkansas.
Results of Operations
For the three months ended March 31, 2002, the Company had revenues of
$34,292. The Company reported no operations revenues during 2001.
In fiscal 2001, the Company underwent a period of continuous operational
losses and experienced a period of business inactivity. The resumption of
business, a new focus within the field of entertainment has tended to
validate the new business model of the Company and yielded revenues. For the
three months ended March 31, 2002, the selling, general and administrative
costs of the Company was $28,880 while during the same period in 2001, the
same costs were booked at $91,372.
There was no interest expense during the reported period ending March 31,
2002. During the comparable period of 2001, interest expense was $4,126.
Management continues to employ a cost control plan and reviews overhead
expenses weekly in an effort to avoid incurring an operational deficit. Net
income for the period ending March 31, 2002 was
9
$2,984. During the same period in fiscal 2001, the Company reported a net
loss of $91,970.
Liquidity and Capital Resources
The Company has nominal cash on hand and has had no substantial access to
cash. Management is endeavoring to establish nominal lines of bank credit.
Additionally, the Company intends to conduct a $5 million dollar private
placement commencing in the second quarter in order to finance acquisitions
and expansion of its programming delivery. If fully subscribed, the private
placement and the resulting anticipated revenue stream will be sufficient to
fully fund company operations for the foreseeable future.
The Company's Expansion and Future Plans
a.) Private Fundraising
Management has forecast the need for an initial fundraising of $5.0 million
dollars. These funds need to be available to the Company by May 15, 2002 in
order to achieve project completion by year-end.
The Company will utilize Regulation D, Rule 506, to serve as the vehicle for
the first round of fundraising. The planned private placement will result in
a combination of equity securities (common stock) of the Company being placed
along with convertible debentures. The equity will be an incentive for the
investors to participate in the 10% convertible debentures.
b.) Acquisitions of TV Stations
We are preparing to make a final offer on two additional stations, one in
Tulsa, the other in Oklahoma City. We are pursuing a purchase as opposed to
an original license application in those markets because of their population
density and the relative ease of obtaining immediately marketable airtime in
those markets. We believe it would be very difficult to successfully
prosecute original license applications in those markets on a timely and cost
effective basis, versus a purchase of existing properties.
Management believes it is important to acquire these properties in order to
create an immediate revenue stream and to refine marketing and sales
operations by using the three station combination of Springdale-Tulsa-
Oklahoma City as a test regional advertising hub.
c.) FCC Licenses
We have prepared, with the exception of the final engineering data, license
applications for the balance of ten stations we will build during the
expansion project.
10
We will file our licensure applications as a minority program provider and
ask for expedited application handling. In the event of one or more license
application delays or failure, we will immediately seek to purchase or enter
into a License Management Agreement (LMA) in the target market. We believe
that we can be successful in purchasing LPTV or Translator licenses in target
communities, in the event our own original license application is denied or
delayed.
Programming conversion to Hispanic language programs can commence in LMA'd or
purchased station within 36-hours of our signing an agreement with a current
licensee. We anticipate that our new applications and construction projects
will take approximately 8-weeks per station.
d.) Modular Construction of New Transmitter Sites
Our approach to constructing a new station is "prefab" and low budget. We
will completely pre-assemble the transmitter building and UHF broadcast
transmitter system in Springdale, Arkansas. Assembly of a potential site,
including dummy load testing of the transmitter will require 4-work days per
site. Thereafter, tower construction will require 10 days per site and final
installation will require an additional 2-days per site.
To reduce costs and speed construction we will utilize hi-efficiency Bally
modular transmitter enclosures. Each unit will be 8-feet wide by 11-feet
long. They will leave the Springdale operations center equipped with an
Itelco 1000 watt UHF transmitter, tuned to the FCC assigned frequency. In the
event of an acquisition, we will replace existing equipment with a new module
in order to achieve complete commonality in operating systems, control,
maintenance and monitoring systems. Serviceable surplus equipment will be
sold for cash and the proceeds used to fund the project.
The UHF transmitter we have selected is low in cost, completely solid state,
easily maintained and features long interval "mean time before failures." Our
research indicates that technician training and skill levels required to
maintain such a transmitter are nominal.
The efficiency of a solid state transmitter, coupled with the ability to
monitor all transmitters in a common system for fault, operating problems,
etc. from an operations center eliminates co-locating a dedicated technician
at each site, thereby markedly reducing operating costs. Purchase of 13 such
transmitters in one transaction will further markedly reduce our acquisition
costs.
e.) Staffing Issues
We have received resumes from highly qualified and experienced personnel whom
we will hire to fill key position. We will operate the system with about a
dozen staff, exclusive of our commission-paid sales force. Management does
not foresee any particular difficulty in filling any position that is mission
critical.
11
These market areas we will be penetrating will require experienced and
seasoned staff to introduce our product and at the same time dispel common
stereotypical myths stemming from common ethnic bias. We have sufficient
commitments from qualified staff to meet this need within our first four
weeks following closing the private placement.
f.) Systems Integration
We will integrate our operations and systems control by building a Network
Operations Center (NOC) in Springdale, Arkansas. We will rely on internet-
based fiber interconnection between stations to move video data. This allows
us to receive raw footage of a commercial from a distant market, edit it at
the NOC and return it within the same day via the internet. We are presently
negotiating with WorldCom for cost effective fiber access.
We will not rely on conventional satellite linkage between the NOC and
stations. Satellite expenses for a conventional network programmer average
about $70,000 monthly. Broadband, carrier class internet connectivity will
allow us to move NTSC broadcast quality video and CD quality audio directly
to the stations for approximately $7,500/month for the system. Additionally,
we anticipate we will be able to eventually offer broadband internet
subscribers selective home television delivery of our programming as soon as
the NOC is completed. Additional market deliveries would be available
nationwide via broadband access.
g.) Post_Expansion Operations
We anticipate we will achieve normalized daily operations sometime in the
third quarter of 2003. We anticipate, however, repeating the expansion
program in a block of 15-stations, in east and upper east coast markets in
2003.
h.) Accounting & Purchasing Issues
We have significantly modified our accounting procedures and internal
controls. As we go forward, our operating procedure requires centralized
purchasing, and accountability for all capital equipment. Material and
equipment acquisition cost reduction is achieved by aggressive purchasing
policies. We have thus far achieved operational success by relying on used,
rather than new equipment items where possible. The savings achieved thus far
reduced our operations resumption costs by as much as 65%. We believe that a
"no-frills" approach to initial operations will result in the highest
possible potential for success and establishment of the greatest possible
value of the Company to shareholders.
i.) Performance Based Compensation
Executive staff, with the exclusion of marketing/sales staff, are compensated
at a maximum of $48,000 per annum. Our management team believes that our
compensation should be tied to our performance. Our Executive Compensation
Committee is developing a new compensation plan, but, by agreement between
management and the Company, a salary cap of $94,000 per annum is in effect
during any period of time in
12
which we have private investor capital at risk. No current member of
management has any stock options and we do not anticipate vesting any such
options in the near future.
Compensation for sales staff is driven purely by performance, measured by
commissions from each sale. The Executive Staff member responsible for
Marketing & Sales will receive 10% of each sale, when it is paid for by the
customer. Line level sales staff will receive 20%. We believe the incentive
to sell is obvious. Each geographical market area will generally be handled
by one full time sales representative.
j.) Theory of Management of Risks Associated with Competition
We believe that by spreading our risk across multiply sited market areas, we
will be less vulnerable to competition that we would be if we had invested
the same amount of capital in one, large, high-volume market such as Los
Angeles, Houston or New York.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995
Certain statements herein and in the future filings by the Company with the
Securities and Exchange Commission and in the Company's written and oral
statements made by or with the approval of an authorized executive officer
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section21E of the Securities Exchange Act of
1934, and the Company intends that such forward-looking statements be subject
to the safe-harbors created thereby. The words and phrases "looking ahead",
"we are confident", "should be", "will be", "predicted", "believe", "expect"
and "anticipate" and similar expressions identify forward-looking statements.
These and other similar forward-looking statements reflect the Company's
current views with respect to future events and financial performance, but
are subject to many uncertainties and factors relating to the Company's
operations and business environment which may cause the actual results of the
Company to be materially different from any future results expressed or
implied by such forward-looking statements. Examples of such uncertainties
include, but are not limited to, changes in customer demand and requirements,
the availability and timing of external capital, interest rate fluctuations,
changes in federal income tax laws and regulations, competition,
unanticipated expenses and delays in the integration of newly-acquired
businesses, industry specific factors and worldwide economic and business
conditions. With respect to economic conditions, a recession can cause
customers to put off leisure time activities and adversely affect the
Company's revenue. The Company undertakes no obligation to publicly update or
revise any forward-looking statements whether as a result of new information,
future events or otherwise.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company has been involved in legal proceedings from time to time arising
out of the ordinary course of its prior business. There are no such currently
pending proceedings,
13
which are expected to have a material adverse effect on the Company. other
than the matters disclosed immediately below.
a.) Prior State Sales and Franchise Tax Claim Issues
In March, 2002, the Company was notified by a former Company director and
officer, Michael F. Daniels, that he had been made the subject of a Court
Judgment from the state of New Jersey. Upon investigation the Company learned
that their individual judgments were tied to a judgment rendered against the
LEC Leasing, Inc., a division of the Company. The case, styled State of New
Jersey, Department of the Treasury, Division of Taxation, is docketed in the
state's court system as case 35,953-01, 02 and 03. Mr. Daniels was listed as
judgment debtor by New Jersey on the general theory that he had been an
officer of LEC Leasing, Inc., and as such, had personal liability. The amount
of the judgment is $185,184.45 with accruing interest. Upon investigation,
the Company learned that this judgment consists, primarily, of estimated tax
returns for periods in 1999 which were prepared and filed in the name of LEC
Leasing by New Jersey tax officials. The Company, in its most recently filed
Annual Report reported that it is the sole shareholder of the common stock of
LEC Leasing, Inc., and operated the entity as its subsidiary during periods
in which the Company did business in New Jersey as a leasing service. The
Company does not believe it owes the state of New Jersey any past taxes;
believes that all such required reports were filed in a timely fashion and
intends to vigorously defend its position and the position of its former
employee.
As the Company undertook to investigate the circumstances surrounding the New
Jersey judgment, it learned it also has a state tax lien of record in the
Commonwealth of Kentucky, dated December 12, 2001, again for periods in 1999.
Like New Jersey, Kentucky estimated taxes then prepared and filed estimated
returns in the name of LEC Leasing, Inc. The estimated claim of Kentucky is
approximately $6,000, in case number 000321065. The Company does not believe
it owes the Commonwealth of Kentucky any past taxes; believes that all such
required reports were filed in a timely fashion and intends to vigorously
defend its position. The Company believes that this matter will be resolved
in the Company's favor before the end of the second quarter.
The Oklahoma Tax Commission has likewise filed Tax Warrants totaling
$14,442.75 for periods in 1998 through March, 2000. As in the case of New
Jersey and Kentucky, the State of Oklahoma has created estimates of taxes,
prepared and then filed returns in the name of LEC Leasing and then proceeded
to execute on such claims. In Oklahoma, the matter is docketed as Z413795279.
The Company does not believe it owes the state of Oklahoma any past taxes;
believes that all such required reports were filed in a timely fashion and
intends to vigorously defend its position. The Company believes that this
matter will be resolved in the Company's favor before the end of the second
quarter.
In each of the tax cases there is a common element: the taxing authority
claiming that it had not received reports; that the Company had believes it
previously filed the required reports or closure letters and that there was
or is a rational basis for the Company or its subsidiary to owe taxes. The
Company believes that these previously unreported
14
liabilities do not constitute valid obligations of the Company, but, has
included them in its financial statements pending resolution.
These events were immediately reported to the Company's auditors for the
affected period. Upon examination of the events the auditors were asked to
either affirm their audits, qualify their audits or disavow their audits for
FY 1999 and FY 2000. The auditors during that period, Goldman Golub Kessler,
responded that it was their belief that these events were not material and
that there was no need to restate the financial statements for the reported
periods. The Company believes these events occurred as the result of its
departure from the leasing business in December, 1999. When the Company sold
its lease portfolios it sent notices and letters to approximately one-hundred
state and local taxing authorities, advising them that the Company, and its
various divisions, had sold its lease portfolios on December 31, 1999 to
Somerset Capital Ltd. New Jersey, Oklahoma and Kentucky were mailed such
notices. Prior to the sale, Somerset had functioned as a management agent for
the Company, managing these portfolios. Accordingly, it is the position of
the Company that these liabilities, while substantial in their dollar amount,
are not predicated upon any lawful taxes owed or actual liability of the
Company and have occurred as the result of no fault or liability of the
Company. The Company has not previously reported these matters because a.) it
had no knowledge of them until March 2002, and, b.) had a reasonable basis to
believe it had closed all such tax accounts in a timely and responsible
fashion. The Company believes that these matters will be settled on terms
favorable to the Company, and, as noted above, the Company does not believe
it owes the claimant states any past taxes; believes that all such required
reports were filed in a timely fashion and intends to vigorously defend its
position. The Company has implemented internal audit and management controls
which it believes are reasonably calculated and designed to reduce similar
risks in the future.
The New Jersey judgment remains as a source of concern to the Company in that
it could be made the subject of an execution proceeding whereby the entire
assets of the Company are at risk. In the event of such a circumstance, the
Company would remove such litigation to a federal court and seek injunctive
relief while the underlying issue of liability is determined. Accordingly, in
terms of risk management, the Company believes it is taking all reasonable
measures to defend its position and protect its assets.
The Company anticipates final settlement of all these issues before the close
of the second quarter, 2002.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
15
Item 4. Submission of Matters to a Vote of Securities Holders
No matters were submitted to shareholders during the report period. The
Company, however, anticipates holding a shareholder meeting during fiscal
2002.
Item 5. Other Information
The Company has been notified by the National Association of Securities
Dealers that it is considered to be an issuer which would be affected by the
phasing out of the NASD "OTCBB" trading system in fiscal 2003 in lieu of a
new listing service, the "BBX," or, Bulletin Board Exchange. The Company has
reviewed the criteria for listing on this new NASD system and believes that
currently meets the criteria for independent directors, shareholder
communication, independent audit committee, etc. The Company intends to apply
for BBX listing when the NASD commences accepting applications. The Company
will incur additional annual expenses, however, as a result of listing fees.
The Company anticipates it will file amended articles of its incorporation in
May or June, 2002, changing its name.
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K
On April 15, 2002, the Company filed a Form 8-K noting a change in its
accounting firm.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GOLF ENTERTAINMENT, INC.
(Registrant)
Date: May 17, 2002 /s/ Dr. Tim Brooker
------------------------------------
Dr. Tim Brooker
Chief Executive Officer
(Principal Executive Officer)
Date: May 17, 2002 /s/ Jim Bolt
------------------------------------
Jim Bolt
Acting Chief Financial Officer
(Principal Financial and Accounting
Officer)