Thu Aug 15 AOBO.OB American Oriental Bioengineering, Inc. Announces Strong Second Quarter Sales Growth - PR Newswire
Wed Nov 7 AOBO.OB INTERNET GOLF ASSOCIATION INC - Quarterly Report (SEC form 10QSB) - EDGAR Online
Thu Aug 9 AOBO.OB INTERNET GOLF ASSOCIATION INC - Quarterly Report (SEC form 10QSB) - EDGAR Online
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April 17, 2001
INTERNET GOLF ASSOCIATION INC (IGAT.OB)
Annual Report (SEC form 10KSB)
Management Discussion and Analysis
CAUTIONARY STATEMENTS:
This Annual Report on Form 10-KSB contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company intends that such forward-looking statements be subject to the safe harbors created by such statutes. The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties. Accordingly, to the extent that this Annual Report contains forward-looking statements regarding the financial condition, operating results, business prospects or any other aspect of the Company, please be advised that the Company's actual financial condition, operating results and business performance may differ materially from that projected or estimated by the Company in forward-looking statements. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, intense competition, including intensification of price competition and entry of new competitors and products, adverse federal, state and local government regulation, inadequate capital, unexpected costs and operating deficits, increases in general and administrative costs, lower sales and revenues than forecast, loss of customers, customer returns of products sold to them by the Company, termination of contracts, loss of supplies, technological obsolescence of the Company's products, technical problems with the Company's products, price increases for supplies, inability to raise prices, failure to obtain new customers, litigation and administrative proceedings involving the Company, the possible acquisition of new businesses that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of the Company's operating results, financial condition and stock price, inability of the Company to continue as a going concern, losses incurred in litigating and settling cases, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss or retirement of key executives, changes in interest rates, inflationary factors and other specific risks that may be alluded to in this Annual Report or in other reports issued by the Company. In addition, the business and operations of the Company are subject to substantial risks that increase the uncertainty inherent in the forward-looking statements. The inclusion of forward-looking statements in this Annual Report should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved.
COMPANY OVERVIEW
Internet Golf organizes and conducts interactive golf tournaments on the internet. Through the Company web site, which became operational in May 1999 and which is located at www.IGALinks.com, persons interested in participating can become a member of the Internet Golf Association, also called the IGA. Once a member, participants can enroll in one or more virtual golf tournaments and, if their score is good enough relative to other members playing in the same tournament, potentially win cash prizes. To date the Company has held two test tournaments on the Company web site.
On February 4, 1999, the Company founders formed Internet Golf Association, Inc. in the State of Nevada for the purpose of organizing and hosting internet based, interactive golf tournaments. On May 7, 1999, Internet Golf Association, Inc. was acquired by another Nevada corporation named Champion Ventures, Inc. Champion had previously been in several different industries, most Recently mining, but had no significant operations for the three years prior to their acquisition of IGA. Immediately following the transaction, the Company founders owned a majority of the outstanding stock of Champion, and thus had control of Champion. For accounting purposes we recorded the transaction as a reverse acquisition whereby Internet Golf Association, Inc. was treated as having acquired Champion. Following the transaction, Champion changed its name to Internet Golf Association, Inc., and the former Internet Golf Association, which is now a wholly-owned subsidiary of Champion, changed its name to IGAT, Inc.
The material steps in the organization and development of our business during the next twelve months (assuming receipt of adequate funding) include the following:
* Complete the functionality of our web site;
* Form new strategic alliances in the golf industry to enhance
our golf portal and improve our name recognition in the golf
industry;
* Develop and subsequently increase our advertising revenues;
and
* Increase IGA memberships.
These steps involve substantial risk to our business. The biggest risks to our Company's success involve the potential inability to generate sufficient members for our site which would make generation of advertising revenues difficult or impossible.
RESULTS OF OPERATIONS
Internet Golf has been in its development stage since its inception on February 4, 1999. The Company had no operations prior to the May 7, 1999 combination with Champion. Consequently, the operating results for the period ended December 31, 1999 are not meaningful for comparison purposes. For the twelve month period ended December 31, 2000, the Company generated $22,705 in revenues, a gross profit of $12,732, and a total loss from operations of $833,044. From inception through December 31, 2000, Internet Golf has generated $64,705 in gross revenues with gross profit of 21,423 and a total loss of operations of $2,094,569.
Operating expenses and costs for the twelve month period ended December 31, 2000 were $845,776 and consisted primarily of payroll and general and administrative expenses. The net loss for the year ended December 31, 2000 was $537,581.
FINANCIAL CONDITION
Our financial statements at December 31, 2000 include an auditors' report containing a modification regarding an uncertainty about our ability to continue as a going concern. Our financial statements also include an accumulated deficit of $1,836,415 as of December 31, 2000 and other indications of weakness in our present financial position.
As of December 31, 2000, Internet Golf had assets of $62,628 consisting primarily of cash of $10,481, accounts receivable of $3,343, inventories of $22,706, property, plant and equipment of $25,598, and other long term assets of $500.
Liabilities at December 31, 2000 consist of accounts payable and accrued expenses of $182,487, a note to two principal shareholders and officers of the company for $66,200 due January 1, 2002, an unsecured note payable to a shareholder of $10,500, bearing no interest and due on demand, and accrued salary and payroll taxes for the same two officers of $72,825.
Effective August 14, 2000, a short-term note of $187,500 and accrued interest of $8,750 was converted into 196,250 shares of the Company's common stock at a rate of $1.00 per share. Additionally, $100,000 of accrued legal fees and $350,000 of debt and accrued expenses was converted to the Company's common stock at $1.00 per share.
Stockholders' deficit consists of common stock of $32,085 (32,084,750 shares at $.001 par value), and additional paid-in capital of $1,298,111, offset by an accumulated deficit of $1,836,415.
LIQUIDITY AND CAPITAL RESOURCES
To date Internet Golf has financed its operations through the sale of securities in private placements to investors, which to date have totaled $616,940 in gross proceeds to Internet Golf, as well as a convertible note of $200,000 from an unaffiliated investor, a note from a shareholder for $10,500, and loans from officers of $66,200.
FINANCIAL CONDITION CONTINUED
On May 18, 2000, Internet Golf commenced a registered offering of common stock through an offering registered on Form SB-2. This offering is for a total of 3,000,000 shares of common stock at $1.00 per share. The offering provided that only after $650,000 had been placed in escrow could the Company receive proceeds from this offering. The escrow had to be met by August 15, 2000. As of August 14, 2000 the Company had received sufficient proceeds and has advised the escrow agent to release the escrow.
Internet Golf had cash of $10,481 as of December 31, 2000.
For the year ended December 31, 2000, Internet Golf used cash of $376,233 for operations, and was provided cash of $382,940 from financing activities (from the proceeds of a short term note of $187,500, proceeds for the issuance of common stock of $690, a note payable to two officers of $66,200 and other short term borrowings of $128,550.
Internet Golf presently has no outstanding commitments for material capital expenditures.
On January 12, 2000, the Company entered into a promissory note with Alster Finance, an unrelated entity. Alster invested $187,500 in Internet Golf in the note. The note is unsecured, and is payable in one payment together with accrued interest at 8% per annum on August 31, 2000. The due date for the note was extended by Alster and Alster has converted the Note to common stock at $1.00 per share.
DISSOLUTION OF THE CORPORATION
The Company is out of money and cannot pay its bills. All fund raising activities have been futile. Zenith Petroleum, a major stockholder, has offered to clean up the Company' bills, settle the note payable with Triton, settle the other outstanding debts. All five founders of the Company will sign over all but 1,000,000 shares each of their stock to Zenith Petroleum, plus issue enough shares from unissued stock to give Zenith Petroleum a 51% interest in the Company. If the Company does not act immediately it will not be able to operate and file the 10-KSB or the upcoming 10-QSB. The Company counsel, Joseph Pittera agreed that this was the only way to salvage the Company and uphold the directors' fiduciary responsibility to all stockholders. It was agreed upon by the Board of Directors to accept Zenith's proposal and fulfill all the requirements as quickly as possible. |
