UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment 1
to
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2001
(September 11, 2001)
ASGA, INC.
---------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 000-32611 88-0451101
- ---------------------------- -------------------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
660 South Hughes Boulevard
Elizabeth City, NC 27909
- ---------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (252) 331-1799
N/A
--------------------------------------------------
(Former name or former address, if changes since last report)
Copy of Communications to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Phone:(561) 832-5696
Fax: (561) 659-5371
This Form 8-K/A amends the Form 8-K filed September 21, 2001. The purpose
of this filing is to provide financial statements for American Senior Golf
Association, Inc., a Delaware corporation and the pro forma financial
information for the Company, as required by Item 7 of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Pursuant to the requirements of Regulation S-X 210.3.05(b), the following
are audited financial statements of American Senior Golf Association, Inc., a
Delaware corporation. The registrant acquired all of the outstanding capital
stock of such entity on September 11, 2001.
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report.................................................F-2
Consolidated Balance Sheets..................................................F-3
Consolidated Statements of Operations........................................F-4
Consolidated Statements of Stockholders' Equity..............................F-5
Consolidated Statements of Cash Flows........................................F-6
Notes to Consolidated Financial Statements...................................F-7
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
American Senior Golf Association, Inc.
Elizabeth City, North Carolina
We have audited the accompanying balance sheets of American Senior Golf
Association, Inc. as of December 31, 2000 and 1999, and the related statements
of operations, stockholders' equity and cash flows for the years 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Senior Golf
Association, Inc. as of December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/s/Durland & Company
Durland & Company, CPAs, P.A.
Palm Beach, Florida
November 16, 2001
F-2
American Senior Golf Association, Inc.
Consolidated Balance Sheets
June 30, December 31,
2001 2000
------------------ ------------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash and equivalents $ 85 $ 2,961
Accounts receivable 151,180 0
------------------ ------------------
Total current assets 151,265 2,961
------------------ ------------------
PROPERTY AND EQUIPMENT
Furniture, fixtures and equipment 26,286 26,286
Less: Accumulated depreciation (6,079) (4,202)
------------------ ------------------
Total property and equipment 20,207 22,084
------------------ ------------------
OTHER ASSETS
Prepaid long-term advertising, net 16,375 16,375
------------------ ------------------
Total other assets 16,375 16,375
------------------ ------------------
Total Assets $ 187,847 $ 41,420
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 346,027 $ 232,892
Purses payable 232,356 232,356
Accrued salaries and payroll taxes 41,292 54,906
Deferred revenue 17,839 35,678
Short-term loan - bank 71,396 69,348
Short-term loan - third party 83,865 72,752
Short-term loans - other 334,299 0
Line of credit - bank 49,623 49,281
Short-term loans - officers 192,453 202,324
------------------ ------------------
Total current liabilities 1,369,150 949,537
------------------ ------------------
Total Liabilities 1,369,150 949,537
------------------ ------------------
STOCKHOLDERS' EQUITY
Common stock, $1.00 par value, 100 shares authorized,
issued and outstanding 100 100
Additional paid-in capital in excess of par 800 800
Retained earnings (deficit) (1,182,203) (909,016)
------------------ ------------------
Total stockholders' equity (1,181,303) (908,116)
------------------ ------------------
Total Liabilities and Stockholders' Equity $ 187,847 $ 41,421
================== ==================
The accompanying notes are an integral part of the financial statements
F-6
American Senior Golf Association, Inc.
Consolidated Statements of Operations
Six Months Ended Year Ended
June 30, December 31,
------------------------------------ ---------------------------------
2001 2000 2000 1999
------------------ ---------------- --------------- ---------------
(unaudited) (unaudited)
REVENUES
Fees revenue, net $ 293,301 $ 693,572 $ 862,568 $ 160,740
Sponsorship revenue 200,000 31,115 58,115 57,100
------------------ ---------------- --------------- ---------------
Net sales 493,301 724,687 920,683 217,840
COST OF SALES
Purses paid 357,660 525,420 884,378 100,811
Other 151,598 184,985 377,596 52,553
------------------ ---------------- --------------- ---------------
Total cost of sales 509,258 710,405 1,261,974 153,364
------------------ ---------------- --------------- ---------------
Gross margin (15,957) 14,282 (341,291) 64,476
OPERATING EXPENSES
Sales and marketing expense 16,593 7,920 7,920 4,016
Salaries 116,341 146,183 225,963 51,901
General and administrative expenses 92,638 138,386 279,032 55,840
Amortization and depreciation 1,878 1,509 3,948 833
Bad debt expense 0 0 0 0
------------------ ---------------- --------------- ---------------
Total operating expenses 227,450 293,998 516,863 112,590
------------------ ---------------- --------------- ---------------
Operating income (243,407) (279,716) (858,154) (48,114)
------------------ ---------------- --------------- ---------------
OTHER INCOME (EXPENSE)
Interest income 0 0 43 0
Interest expense (29,780) 0 (2,791) 0
------------------ ---------------- --------------- ---------------
Total other income (expense) (29,780) 0 (2,748) 0
------------------ ---------------- --------------- ---------------
Loss before taxes (273,187) (279,716) (860,902) (48,114)
Income taxes 0 0 0 0
------------------ ---------------- --------------- ---------------
Net income (loss) $ (273,187) $ (279,716) $ (860,902) $ (48,114)
================== ================ =============== ===============
Net income (loss) per common share, basic $ (2,731.87) $ (2,977.16) $ (8,609.02) $ (481.14)
================== ================ =============== ===============
Net sales 493,301 724,687 920,683 217,840
Weighted average number of common shares
outstanding 100 100 100 100
================== ================ =============== ===============
The accompanying notes are an integral part of the financial statements
F-6
American Senior golf Association, Inc.
Consolidated Statements of Stockholders' Equity
Number Additional Total
of Common Paid-In Retained Stockholders'
Shares Stock Capital Earnings Equity
------------ ------------- -------------- -------------- ------------------
BEGINNING BALANCE,
April 9, 1999 0 $ 0 $ 0 $ 0 $ 0
Shares issued for cash 100 100 800 0 900
Net loss 0 0 0 (48,114) (48,114)
------------ ------------- -------------- -------------- ------------------
BALANCE, December 31, 1999 100 100 800 (48,114) (47,214)
Net loss 0 0 0 (860,902) (860,902)
------------ ------------- -------------- -------------- ------------------
BALANCE, December 31, 2000 100 100 800 (909,016) (908,116)
Net loss 0 0 0 (273,187) (273,187)
------------ ------------- -------------- -------------- ------------------
ENDING BALANCE, June 30, 2001
(unaudited) 100 $ 100 $ 800 $ (1,182,203) $ (1,181,303)
============ ============= ============== ============== ==================
The accompanying notes are an integral part of the financial statements
F-6
American Senior Golf Association, Inc.
Consolidated Statements of Cash Flows
Six Months Ended Year Ended
June 30, December 31,
--------------------------------- -------------------------------
2001 2000 2000 1999
----------------- --------------- -------------- ---------------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (273,187) $ (297,716) $ (860,902) $ (48,114)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,878 1,508 3,948 833
Bad debt expense 0 0 0 0
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (151,180) 0 0 0
(Increase) decrease in prepaid expenses 0 0 (16,955) 0
Increase (decrease) in accounts payable 113,135 11,230 226,236 9,485
Increase (decrease in purses payable 0 116,178 232,356 0
Increase (decrease) accrued salaries and taxes (13,614) 0 41,676 13,230
Increase (decrease) in deferred revenue (17,839) 17,839 35,678 0
Increase (decrease) in accrued interest payable 13,361 0 0 0
----------------- --------------- -------------- ---------------
Net cash provided (used) by operating activities (327,446) (150,961) (337,963) (24,566)
----------------- --------------- -------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash payments for the purchase of fixed assets 0 (5,752) (6,286) (20,000)
----------------- --------------- -------------- ---------------
Net cash provided (used) by investing activities 0 (5,752) (6,286) (20,000)
----------------- --------------- -------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock sold for cash 0 0 0 900
Cash received from bank loan 2,048 0 69,430 0
Principal payments on bank loan 0 0 (83) 0
Cash received from third party loan 0 0 75,000 0
Principal payments on third party loan (4,495) 0 (2,248) 0
Line of credit advances 342 0 50,000 0
Increase (decrease) in accounts payable 113,135 11,230 226,236 9,485
Line of credit principal payments 0 0 (719) 0
Cash received on short-term loans - other 334,299 0 0 0
Cash received from officer loans 2,642 182,665 207,723 55,240
Principal payments on officer loans (10,266) (32,903) (60,638) 0
----------------- --------------- -------------- ---------------
Net cash provided (used) by financing activities 324,570 149,762 338,465 56,140
----------------- --------------- -------------- ---------------
Net increase (decrease) in cash and equivalents (2,876) (6,951) (5,784) 11,574
CASH and equivalents, beginning of period 2,961 11,574 11,574 0
----------------- --------------- -------------- ---------------
CASH and equivalents, end of period $ 85 $ 4,623 $ 5,790 $ 11,574
================= =============== ============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Payment of interest in cash $ 16,422 $ 0 $ 2,791 $ 0
================= =============== ============== ===============
The accompanying notes are an integral part of the financial statements
F-6
American Senior Golf Association, Inc.
Notes to Consolidated Financial Statements
(Information with respect to the six-month periods
ended June 30, 2001 and 2000 is unaudited)
(1) Summary of Significant Accounting Policies
The Company American Senior Golf Association, Inc. conducts business from its
office in Elizabeth City, North Carolina. The Company was organized under
the laws of the State of Delaware on April 9, 1999.
The financial statements have been prepared in conformity with generally
accepted accounting principles. In preparing the financial statements,
management is required to make estimates and assumptions that effect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the dates of the balance sheets and statements
of operations for the years then ended. Actual results may differ from
these estimates. Estimates are used when accounting for allowance for bad
debts, collectibility of accounts receivable, amounts due to service
providers, depreciation, litigation contingencies, among others.
a) Revenue recognition The Company promotes professional golf tournaments.
Revenue is recognized for financial statement purposes upon completion of
each tournament.
b) Net income per share, basic Net income per share is computed by dividing
the net income by the weighted average number of shares outstanding during
the period. Net income per share, diluted, is not presented as no
potentially dilutive securities are outstanding.
c) Cash equivalents The Company considers all highly liquid debt
instruments with an original maturity of three months or less to be cash
equivalents. At times during any year, there may be a concentration of cash
at any one bank or financial institution in excess of insurance limits.
d) Accounts receivable and allowance for bad debts Accounts receivable
consists of receivables from tournament sponsors at June 30, 2001.
e) Fixed assets Fixed assets are recorded at cost. Depreciation is computed
on the straight-line method, based on the estimated useful lives of the
assets of generally five or ten years. Expenditures for maintenance and
repairs are charged to operations as incurred. Depreciation expense was
$3,948 and $833 for the years ended December 31, 2000 and 1999,
respectively. Depreciation expense was $1,878 and $1,509 for the six months
ended June 30, 2001 and 2000, respectively.
F-7
American Senior Golf Association, Inc.
Notes to Consolidated Financial Statements
f) Unaudited interim consolidated financial statements The unaudited
interim financial statements have been prepared without audit in accordance
with generally accepted accounting principles. Pursuant to the rules and
regulations of the Securities and Exchange Commission, certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
omitted or condensed. In our opinion, the condensed interim consolidated
financial statements include all adjustments necessary for a fair
presentation of financial position and results of operations for the
periods presented. The results of operations for the periods presented
should not necessarily be considered indicative of operations for the full
year.
(2) Income Taxes Deferred income taxes (benefits) are provided for certain
income and expenses which are recognized in different periods for tax and
financial reporting purposes. The Company had net operating loss carry-
forwards for income tax purposes of approximately $1,182,000 expiring
$48,000, $861,000 and $273,000 at December 31, 2019, 2020 and 2021,
respectively. The amount recorded as deferred tax asset as of June 30, 2001
is approximately $473,000, which represents the amount of tax benefit of
the loss carry-forward. The Company has established a 100% valuation
allowance against this deferred tax asset, as the Company has no history of
profitable operations.
(3) Stockholders' Equity The Company has authorized 100 shares of $1.00 per
value common stock, with 100 shares issued and outstanding. These shares
are owned by officers and employees of the Company. The shares were sold
for $900 in cash. There are no other securities of the Company issued nor
outstanding.
(4) Commitments and Contingencies In the normal course of business, American
Senior Golf Association, Inc. is subject to proceedings, lawsuits and other
claims. Such matters are subject to many uncertainties and outcomes are not
predictable with assurance. While these matters could affect the operating
results of any year when resolved in future periods and while there can be
no assurance with respect thereto, management believes that after final
disposition, any monetary liability or financial impact to American Senior
Golf Association, Inc. would not be material to the annual financial
statements.
The Company leases its office space on a month-to-month basis.
(5) Short-Term Debt In October 2000, the Company entered into a three-month
loan from a local bank in an initial amount of $75,000. This note earns
interest at a rate of prime plus 2%, and was due in January 2001. Interest
is payable monthly. In October 2000, the Company entered into a $50,000
line of credit with another bank. This line bears interest at a rate of
prime plus 1%, with interest payable monthly. Both of these credit
facilities are personally guaranteed by the President of the Company. At
September 30, 2001, the Company is in default on the three-month term loan.
In November 2000, the Company entered into a two-year loan from a finance
company in the amount of $75,000, which bore interest at a rate of
approximately 33%. This loan called for monthly payments of $4,310.15. The
Company made the first payment in December 2000, and failed to make the
January, February and March 2001 payments. The lender filed suit in April
2001, even though another payment was made in April 2001. The lender
obtained a judgment in May 2001.
(6) Subsequent Events On September 11, 2001, the Company was sold by its
stockholders to ASGA, Inc. in exchange for 16,321,750 shares of common
stock of ASGA, Inc., a Nevada corporation. The acquisition is treated as a
reverse merger, accounted for as a reorganization of American Senior Golf
Association, Inc.
F-8
INDEX TO PROFORMA FINANCIAL STATEMENTS
Proforma Consolidated Balance Sheet..........................................F-2
Proforma Consolidated Statements of Operations...............................F-3
Notes to Proforma Consolidated Financial Statement..........................F-4
ASGA, Inc.
Proforma Consolidated Balance Sheet
(Unaudited)
June 30, 2001
American
Senior Golf
Association, Proforma
Inc. ASGA, Inc. Adjustments Proforma
---------------- ---------------- ----------------- ----------------
ASSETS
CURRENT ASSETS
Cash $ 85 $ 0 $ 85
Accounts receivable 151,180 0 151,180
Assets held for disposal 0 29,394 29,394
---------------- ---------------- ----------------
Total current assets 151,265 29,394 180,659
---------------- ---------------- ----------------
PROPERTY, PLANT AND EQUIPMENT
(Net of accumulated depreciation) 20,207 0 20,207
---------------- ---------------- ----------------
Total property, plant and equipment 20,207 0 20,207
---------------- ---------------- ----------------
OTHER ASSETS
Investment in subsidiaries 0 a) (76,826)
b) 76,826 0
Prepaid long-term advertising, net 16,375 0 16,375
---------------- ---------------- ----------------
Total other assets 16,375 0 16,375
---------------- ---------------- ----------------
Total Assets $ 187,847 29,394 217,241
================ ================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 346,027 $ 0 $ 346,027
Purses payable 232,356 0 232,356
Accrued salaries and payroll taxes 41,292 0 41,292
Deferred revenue 17,839 0 17,839
Short-term loans 539,183 0 539,183
Short-term loans - officers 192,453 0 192,453
---------------- ---------------- ----------------
Total current liabilities 1,369,150 0 1,369,150
---------------- ---------------- ----------------
Total Liabilities 1,369,150 0 1,369,150
---------------- ---------------- ----------------
STOCKHOLDERS' EQUITY
Preferred stock, N/A and $0.001 par value,
respectively; N/A and 5,000,000 shares
authorized; 0 shares outstanding - 0 0
Assets held for disposal 0 29,394 29,394
Common stock, $1.00 and $0.001 par value,
100 and 20,000,000 shares authorized;
100 and 3,028,250 shares outstanding,
respectively 100 3,028 a) 16,322
b) (100) 19,350
Additional paid-in capital 800 104,092 a) (93,148)
b) (800) 10,944
Accumulated deficit (1,182,203) (77,726)b) 77,726 (1,182,203)
---------------- ---------------- ----------------
Total stockholders' equity (1,181,303) 29,394 (1,151,909)
---------------- ---------------- ----------------
Total Liabilities and Stockholders' Equity $ 187,847 $ 29,394 $ 217,241
================ ================ ================
The accompanying notes are an integral part of these financial statements
F-2
ASGA, Inc.
Proforma Consolidated Statements of Operations
(Unaudited)
Six Months Ended June 30, 2001
American
Senior Golf
Association, Proforma
Inc. ASGA, Inc. Adjustments Proforma
--------------- ----------------- --------------- -----------------
REVENUES
Sales $ 493,301 $ 0 $ 493,301
--------------- ----------------- -----------------
Total revenues 493,301 0 493,301
COST OF SALES
Cost of sales 509,258 0 509,258
--------------- ----------------- -----------------
Gross margin (15,957) 0 (15,957)
--------------- ----------------- -----------------
OPERATING EXPENSES
General and administrative 227,450 63,531 c) (63,531) 227,450
--------------- ----------------- -----------------
Total operating expenses 227,450 63,531 227,450
--------------- ----------------- -----------------
Operating loss (243,407) (63,531) (243,407)
--------------- ----------------- -----------------
OTHER INCOME (EXPENSE)
Interest income 0 925 c) (925) 0
Interest expense (29,780) 0 (29,780)
--------------- ----------------- -----------------
Total other income (expense) (29,780) 925 (29,780)
--------------- ----------------- -----------------
Net income (loss) $ (273,187)$ (62,606) $ (273,187)
=============== ================= =================
The accompanying notes are an integral part of the proforma financial statements
F-3
ASGA, Inc.
Notes to Proforma Consolidated Financial Statements
(Unaudited)
(1) Proforma Changes On September 11, 2001, the Company entered into a Share
Exchange Agreement with American Senior Golf Association, Inc., a Delaware
corporation. The business combination closed on September 11, 2001 and is a
reverse merger, accounted for as a recapitalization of American Senior Golf
Association, Inc. The Proforma statement of operations includes the six
months ended June 30, 2001 for the Company and American Senior Golf
Association, Inc. The Company issued 16,321,750 shares of common stock of
the Company to complete this acquisition.
(2) Proforma Adjustments
(1) 16,321,750 shares of common stock valued at ($76,826) issued to effect
the reverse merger.
Consolidation:
e) Eliminate investment in subsidiary, the Company's retained
deficit and common stock of subsidiary.
f) Eliminate pre-merger expenses.
F-4
INDEX TO PROFORMA FINANCIAL STATEMENTS
Proforma Consolidated Statements of Operations..............................F-2
Notes to Proforma Consolidated Financial Statement.........................F-3
ASGA, Inc.
Proforma Consolidated Statements of Operations
(Unaudited)
For the Year Ended December 31, 2000
American
Senior Golf
Association, Proforma
Inc. ASGA, Inc. Adjustments Proforma
-------------- ---------------- -------------- --------------
REVENUES
Fees revenue, net $ 862,568 $ 0 $ 862,568
Sponsorship revenue 58,115 0 58,115
-------------- ---------------- --------------
Total revenues 920,683 0 920,683
COST OF SALES
Purses paid 884,378 0 884,378
Other 377,596 0 377,596
-------------- ---------------- --------------
Total cost of sales 1,261,974 0 1,261,974
Gross margin (341,291) 0 (341,291)
-------------- ---------------- --------------
OPERATING EXPENSES
Sales and marketing expense 7,920 0 7,920
Salaries 159,946 0 159,946
General and administrative expenses 339,799 15,240 a) (15,240) 339,799
Amortization and depreciation 3,948 0 3,948
Bad debt expense 0 0 0
-------------- ---------------- --------------
Total operating expenses 511,613 15,240 511,613
-------------- ---------------- --------------
Operating loss (852,904) (15,240) (852,904)
-------------- ---------------- --------------
OTHER INCOME (EXPENSE)
Interest income 43 120 a) (120) 43
Interest expense (2,791) 0 (2,791)
-------------- ---------------- --------------
Total other income (expense) (2,748) 120 (2,748)
-------------- ---------------- --------------
Net loss $ (855,652)$ (15,120) $ (855,652)
============== ================ ==============
The accompanying notes are an integral part of the proforma financial statements
F-2
ASGA, Inc.
Notes to Proforma Consolidated Financial Statements
(Unaudited)
(1) Proforma Changes On September 11, 2001, the Company entered into a Share
Exchange Agreement with American Senior Golf Association, Inc., a Delaware
corporation. The business combination closed on September 11, 2001 and is a
reverse merger, accounted for as a recapitalization of American Senior Golf
Association, Inc. The Proforma statement of operations includes the year
ended December 31, 2000 for the Company and American Senior Golf
Association, Inc. The Company issued 16,321,750 shares of common stock of
the Company to complete this acquisition.
(2) Proforma Adjustments
(7) Eliminate pre-reverse merger expenses.
F-3
(c) Exhibits
Exhibit No. Description
- -------------- --------------------------------------------------------
2.1 [4] Share Exchange Agreement between Transportation Safety Lights, Inc. and World
Quest, Inc. dated September 11, 2001.
3.(i).1 [1] Articles of Incorporation of Transportation Safety Lights, Inc. filed February 16,
2000.
3.(i).2 [5] Articles of Amendment of Articles of Incorporation filed September 27, 2001.
3.(i).3 [7] Articles of Amendment of Articles of Incorporation filed October 1, 2001.
3.(ii).1 [1] Bylaws of Transportation Safety Lights, Inc.
4.1 [3] Consulting Agreement between the Company and Scott Bleazard.
4.2 [3] Consulting Agreement between the Company and Stephen Brock.
5.1 [3] Opinion of Harold P. Gewerter and Associates.
5.2 [5] Opinion of Mintmire & Associates.
10.1 [2] Design and Manufacturing Agreement dated March 21, 2001.
10.2 [5] ASGA, Inc. Year 2001 Employee/Consultant Stock Compensation Plan.
23.1 [3] Consent of Harold P. Gewerter and Associates (included in Exhibit 5.1).
23.2 [3] Consent of G. Brad Beckstead, CPA.
23.3 [5] Consent of G. Brad Beckstead, CPA.
16.1 [6] Letter on change of certifying accountant pursuant to Regulation SK Section
304(a)(3).
- -----------------------------
[1] Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB filed April 30, 2001.
[2] Incorporated herein by reference to the Company's Quarterly Report on Form
10QSB filed May 29, 2001.
17
[3] Incorporated herein by reference to the Company's Registration Statement on
Form S-8 filed August 1, 2001.
[4] Incorporated herein by reference to the Company's Current Report on Form
8-K filed September 21, 2001.
[5] Incorporated herein by reference to the Company's Registration Statement on
Form S-8 filed October 2, 2001.
[6] Incorporated herein by reference to the Company's Current Report on Form
8-K filed November 9, 2001.
[7] Incorporated herein by reference to the Company's Quarterly Report on Form
10QSB filed November 19, 2001.
* filed herewith
[BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
18
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
ASGA, INC.
(Registrant)
Date: November 21, 2001 By: /s/ Tom Kidd
----------------------------------
Tom Kidd
President, CEO and Director
By: /s/ Vera L. Harrell
---------------------------------
Vera L. Harrell
Secretary
19