SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GOLF TRAVEL PROMOTIONS, INC.
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(Exact name of registrant as specified on its charter)
FLORIDA 7299 04-3671818
---------------- --------------- -----------------
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or Industrial Identification No.)
organization) Classification
Code Number)
11834 Island Lakes Lane, Boca Raton, FL 33498, (561) 477-0852
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(Address and telephone number of principal executive offices)
Ronald Sawchuk, 11834 Island Lakes Lane, Boca Raton, FL 33498, (561) 477-0852
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(Name, address and telephone number of agent for service)
Copies to:
L. Van Stillman
L. Van Stillman, PA
1177 George Bush Blvd., suite 308
Delray Beach, Florida 33483
(561) 330-9903
Facsimile (561) 330-9116
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [X]_______________
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ] ___________________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement
for the same offering. [ ] ___________________________
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement
for the same offering. [ ] ___________________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH MAXIMUM AGGREGATE AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE <F1> PRICE<F1> FEE<F1>
- ------------------- ------------ -------------- --------- ------------
common stock,
$.0001 par value
to be sold by the
Company 2,500,000 $ .20 $ 500,000 $ 40.50
common stock,
$.0001 par value
to be sold by
selling shareholders 647,500 $ .20 $ 129,500 $ 10.49
----------
Total 3,147,500 $ .20 $ 629,500 $ 50.99
==========
- ---------------------
<FN>
<F1>
(1) Estimated solely for the purpose of determining the amount of
the registration fee.
</FN>
- ---------------------
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission. We may
not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state in which
the offer or sale is not permitted.
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PROSPECTUS
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GOLF TRAVEL PROMOTIONS, INC.
(A Florida Corporation)
This is our initial public offering. We are offering a total of
3,147,500 shares of our common stock. All of the shares being offered
by us will be sold at a price per share of $0.20. The selling
shareholders will offer their shares at a price per share of $0.20.
Of the shares being offered:
1) 647,500 are being registered for sale by selling shareholders and
2) 2,500,000 are being registered for sale by us
We will not receive any proceeds from the sale of any of the
shares by selling shareholders. We will be selling all of the
2,500,000 shares of common stock we are offering on a "best efforts
basis" and will not use an underwriter or pay a commission for the
sale of the shares. No arrangements have been made to place funds in
escrow, trust or any similar account. There is no minimum amount we
are required to raise in this offering and any funds received will be
immediately available to us. This offering will terminate on the
earlier of the sale of all of the shares or 60 days after the date of
the prospectus.
There is no established public market for our common stock and we
have arbitrarily determined the offering price. Although we hope to
be quoted on the OTC Bulletin Board, our Common Stock is not currently
listed or quoted on any quotation service. There can be no assurance
that our common stock will ever be quoted on any quotation service or
that any market for our stock will ever develop.
________________________________
INVESTING IN OUR STOCK INVOLVES RISKS. YOU SHOULD CAREFULLY
CONSIDER THE RISK FACTORS BEGINNING ON PAGE 7 OF THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be
changed. None of these securities may be sold until a registration
statement filed with the Securities and Exchange Commission is
effective. The prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
The date of this Prospectus is August 27, 2003
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TABLE OF CONTENTS
PROSPECTUS 1
PROSPECTUS SUMMARY 4
RISK FACTORS 7
FORWARD LOOKING STATEMENTS 10
DILUTION 11
USE OF PROCEEDS 12
DIVIDEND POLICY 13
DETERMINATION OF OFFERINCE PRICE 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION 13
BUSINESS 16
MANAGEMENT 21
PRINCIPAL SHAREHOLDERS 23
SELLING SHAREHOLDERS 24
CERTAIN RELATIONSHIPS AND TRANSACTION WITH MANAGEMENT AND OTHERS 25
LITIGATION 25
DESCRIPTION OF SECURITIES 26
STATEMENT AS TO INDEMNIFICATION 28
PLAN OF DISTRIBUTION 29
LEGAL MATTERS 31
EXPERTS 31
WHERE YOU CAN FIND MORE INFORMATION 32
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Financial Statements
Independent Auditors' Report
SIGNATURES
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
As used in this prospectus, the terms "we," "us," "our," and "the
Company," mean Golf Travel Promotions, Inc., a Florida corporation.
The term "Selling Shareholders" means our shareholders who are
offering to sell their shares of Golf Travel Promotions, Inc. common
stock which are being registered through this prospectus. The term
"common stock" means our common stock, no par value per share and the
term "shares" means the 3,147,500 shares of common stock being offered
through this prospectus.
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PROSPECTUS SUMMARY
------------------
GOLF TRAVEL PROMOTIONS, INC.
Because this is a summary, it does not contain all of the information
that may be important to you. You should read the entire prospectus.
You should consider the information set forth under "Risk Factors" and
our financial statements and accompanying notes that appear elsewhere
in this prospectus.
The Company
- -----------
We were incorporated in Florida on March 18, 2002 and our executive
offices are located at 11834 Island Lakes Lane, Boca Raton, FL 33498.
Our telephone number is (561) 477-0852.
We are a start up company engaged in the business of providing
marketing services for golf related travel destinations, focusing
primarily on hotels and resorts located in close proximity to
prestigious golf courses. Within this business, our primarily
emphasis is on hotels and resorts located outside of the United States
who are attempting to educate American travelers about their
facilities. We are able to create digital brochures for such hotels
and resorts. While we can produce traditional, paper brochures if
desired, we intend to also produce digital brochures in CD-ROM format
and which can contain virtual tours, video or photograph layouts. We
believe digital brochures can increase the effectiveness of a resort's
presentation in a brochure because it allows for an interactive
presentation with moving pictures and sounds not possible in a paper
brochure. The digital brochures will allow viewers to more fully
experience the proposed destination and its amenities such as golf
course, restaurant or spa facility.
We have begun gathering footage to develop sample digital brochures
for four premier golf hotels/resorts in Scotland. Once we obtain
funding from this offering, we plan to submit proposals to each of
these hotels to conduct marketing campaigns that utilize the digital
brochures. At this time, however, we do not yet have any firm orders
for a marketing campaign from any of these hotels, nor can there be
assurance that we will be successful in obtaining any such orders.
To date we have achieved only $3,900 in revenues and our loss from
inception to July 31, 2003 totaled $17,503 Our principal executive
and administrative offices are located in space that is owned by
Ronald Sawchuk, our President and Chief Executive Officer. We are not
presently incurring any rent expenses associated with this space. We
anticipate relocating from this space to a leased space, which would
also be in Boca Raton, Florida within 90 days of our raising financing
in a minimum amount of at least $250,000.
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The Offering
Securities Offered 3,147,500 shares of
common stock, 2,500,000
of which we are offering
and 647,500 of which are
being offered by the
selling shareholders.
Common Stock Outstanding, before offering 3,347,500
Common Stock Outstanding, after offering 5,847,500
Proposed OTC Bulletin Board Symbol GTRV
Use of Proceeds We will not receive any
proceeds from the sale of
common stock by our
selling shareholders. If
we sell all 2,500,000
shares we are offering,
we will receive gross
proceeds of $500,000.
Any and all funds raised
from our sale of common
stock will be used for
working capital purposes,
including gathering
footage for and preparing
sample digital brochures
for prospective clients.
Dividend Policy We do not intend to pay
dividends on our common
stock. We plan to retain
any earnings for use in
the operation of our
business and to fund
future growth.
Risk Factors
The securities offered by this prospectus are highly speculative
and very risky. We have described the material risks that we face
below. Before you buy, consider the risk factors described and the
rest of this prospectus. This prospectus also contains forward-
looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including
the risks faced by us described below and elsewhere in this
prospectus. Please refer to "Risks Associated with Forward-looking
Statements."
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Summary Financial Data
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The following is a summary of our Financial Statements, which are
included elsewhere in this prospectus. You should read the following
data together with the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" section of this
prospectus as well as with our Financial Statements and the notes
therewith.
BALANCE SHEET
July 31, 2003
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Current Assets $ 18,569
Total Assets $ 19,947
Total Liabilities $ -
Total Shareholders ------------
Equity $ 19,947
STATEMENT OF OPERATIONS
For the Year ended
July 31, 2003
-----------------------
Revenue $ 3,900
Total Operating Expenses $(17,898)
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Net Loss $(13,998)
Loss per share $ (0.01)
As a recently formed development stage company, we have a net loss and
may not be profitable in the future. If we do not achieve continued
revenue growth sufficient to absorb our planned expenditures, we could
experience additional losses in future periods. These losses or
fluctuations that are operating results could cause the market value
of our stock to decline.
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RISK FACTORS
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The securities offered are highly speculative. You should purchase
them only if you can afford to lose your entire investment in us. You
should carefully consider the following risk factors, as well as all
other information in this prospectus.
Investors should assume that if any of the following risks
actually materialize, our business, financial condition or results of
future operations could be materially and adversely affected. In that
case, the trading price of our common stock could decline, and you may
lose all or part of your investment.
Risks Related To Our Business
- -----------------------------
We have very little operating capital and may be forced to file bankruptcy.
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The growth of our business will require significant additional
investment. We do not presently have adequate cash from operations or
financing activities to meet our short term or long term needs. As of
July 31, 2003, we had a total of $18,569 in capital to use in
executing our business plan. We are able to operate going forward
solely because our executive officer and other employees are currently
providing services while deferring receipt of compensation until
completion of this offering. We anticipate that unless we are able to
raise net proceeds of at least $100,000 from this offering that we
will not be able to execute our business plan in any meaningful way.
However, even if all shares are sold in this offering and we raise net
proceeds of $484,500 there can be no assurance that we will be
successful in executing our plan or achieving profitability. Due to
our early stage of development, regardless of the amount of funds we
raise in this offering, there is a substantial risk that all investors
may lose all of their investment. If we do not raise at least
$100,000 in this offering, we expect that we will seek additional or
alternative private financing or seek to sell the company if we can
find a buyer. However, we may not be able to obtain additional
capital or generate sufficient revenues to fund our operations. If no
alternative financing or buyer is found, we expect that we will be
required to seek protection from creditors under applicable bankruptcy
laws.
We are a relatively young company and we may not be able to achieve or
maintain profitability.
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We are a relatively young company and our proposed operations are
subject to all of the risks inherent in such a business enterprise.
The likelihood of our success must be considered in light of the
problems, expenses, difficulties, complications, and delays frequently
encountered in connection with the development of a business in a
competitive and rapidly changing industry. As with an investment in
any emerging growth company, ownership of common shares may involve a
high degree of risk, and is not recommended if you cannot reasonably
bear the risk of a total loss of your investment.
We expect to continue to incur operating losses in fiscal 2004, which
ends July 31, 2004. If we do not achieve continued revenue growth
sufficient to absorb our planned expenditures, we could experience
additional losses in future periods. These losses or fluctuations in
our operating results could cause the market value of our common stock
to decline.
We anticipate that in the future we will make significant investments
in our operations, particularly to support technological developments
and sales activities and, that as a result, operating expenses are
expected to continue to increase. We intend to make such investments
on an ongoing basis, primarily from cash generated from operations
and, to the extent necessary, funds available from this offering, as
we develop and introduce new products and expand into new markets. If
net sales do not increase with capital or other investments, we are
likely to continue to incur net losses and our financial condition
could be materially adversely affected. There can be no assurance
that we will achieve or sustain profitability on a quarterly or annual
basis.
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We have a history of operating losses and limited funds.
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We have a history of operating losses. If our business plan is not
fully executed as planned, we may continue to experience losses as we
continue to invest in our core businesses. Our current financial
resources are limited and are insufficient for execution and expansion
of our business plan. Our ability to execute our business model will
depend on our ability to obtain additional financing and achieve a
profitable level of operations. There can be no assurance that such
financing will be obtained. Nor can we give any assurance that we will
generate substantial revenues or that our business operations will
prove to be profitable.
There are numerous steps involved in providing our primary services
and we may be unable to complete these steps.
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Production of digital brochures is time intensive and if we are unable
to develop high demand this could result in a backlog of orders. This
could result in poor customer service due to limited staff or higher
costs due to outsourcing. Competition from the Internet has reduced
the importance of travel agents and marketing directly to individuals
would require higher production yields, for which our anticipated
customers may not want to pay. Marketing directly to individuals
would also place greater financial strain on our limited resources.
We intend to outsource the direct mail efforts in our customer's
marketing plans. The price for these outsourced services may
increase. Even though we have many potential vendors of these
services, an increase in the price may not be something that we could
pass on to our customers and thus could diminish the profits, if any,
which we achieve.
Our independent auditor has expressed doubts about our ability to
continue as a going concern.
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We are a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. We are devoting substantially all of
our present efforts in establishing a new business and there have been
no significant revenues. These factors raise substantial doubt about
our ability to continue as a going concern. Management's plans
regarding our ability to continue as a going concern are disclosed in
Note 4 to the financial statements. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
Our failure to respond to rapid technological changes may impair our
operating results.
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The market for digital products is characterized by rapid
technological advances, changing customer needs and evolving industry
standards. Accordingly, to realize our expectations regarding our
operating results, we depend on our ability to:
(1) develop, in a timely manner, new products and services that
keep pace with developments in technology;
(2) meet evolving customer requirements; and
(3) enhance our current product and service offerings and deliver
those products and services through appropriate distribution
channels.
We may not be successful in developing and marketing, on a timely and
cost-effective basis, either enhancements to our digital products or
new products that respond to technological advances and satisfy
increasingly sophisticated customer needs. If we fail to introduce new
products, our operating results may suffer. In addition, if new
industry standards emerge that we do not anticipate or adapt to, our
products could be rendered obsolete and our business could be
materially harmed. Alternatively, any delay in the development of
technology upon which our products are based could result in our
inability to introduce new products as planned. The success and
marketability of technology developed by others is beyond our control.
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Risks Related To The Offering
- -----------------------------
We are not using an escrow agent for this offering, and are not
required to raise any minimum amount before we can use the funds.
- ----------------------------------------------------------------
Because this is a best efforts, no minimum offering and because we are
not using an escrow agent, we will be able to use any funds received
in this offering as soon as we receive the funds. Accordingly, even
if we sell only a nominal amount of shares in this offering, we will
be able to use those funds and the funds will not be returned to the
investor or investors. In this event the investor or investors who
purchased the nominal amount of shares would likely lose their entire
investment.
Our management will have broad discretion to use the proceeds of this
offering and their uses may not yield a favorable return.
- ---------------------------------------------------------------------
While we intend to use the net proceeds from this offering principally
for working capital needs, compensation to management, and general
corporate purposes, including product and market development and
increasing digital image inventory, most of the net proceeds of this
offering have not been allocated for precise or specific uses. Our
management will have broad discretion to spend the proceeds from this
offering in ways with which stockholders may not agree. The failure of
our management to use these funds effectively could result in
unfavorable returns. This could have significant adverse effects on
our financial condition and could cause the price of our common stock
to decline.
The purchasers in the offering will immediately experience substantial
dilution in net tangible book value.
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The initial public offering price is substantially higher than the net
tangible book value per share of the outstanding common stock
immediately after the offering. As a result, purchasers of shares will
experience immediate and substantial dilution of approximately $0.114
in net tangible book value per share, or approximately 57% of the
initial public offering price of $0.20 per share. In contrast,
existing stockholders paid an average price of $.006 per share.
Future sales of our common stock may have a depressive effect upon its
price.
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All 3,347,500 of the currently outstanding shares of common stock were
issued at prices lower than the price of the shares of common stock in
this offering. With the exception of the 647,500 shares of common
stock being registered in this Registration Statement for our selling
shareholders, these shares are "restricted securities" as that term is
defined by Rule 144 of the Securities Act, and in the future, may be
sold in compliance with Rule 144 or pursuant to an effective
registration statement. Rule 144 allows a person, subject to certain
requirements, who has beneficially owned restricted securities for a
period of one year to, every three months, sell in brokerage
transactions an amount that does not exceed the greater of (1) 1% of
the outstanding number of shares of a particular class of such
securities or (2) the average weekly trading volume in such securities
on all national exchanges and/or reported through the automated
quotation system of a registered securities association during the
four weeks prior to the filing of a notice of sale by a securities
holder. In the future, sales of presently restricted securities may
have an adverse effect on the market price of our common stock should
a public trading market develop for such shares.
You may not be able to buy or sell our stock at will and may lose your
entire investment.
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We are not listed on any stock exchange at this time. We hope to be
approved for quotation on the over the counter bulletin board. These
are known as "penny stocks" and are subject to various regulations
involving certain disclosures to be given to you prior to the purchase
of any penny stocks. These disclosures require you to acknowledge you
understand the risk associated with buying penny stocks and that you
can absorb the entire loss of you investment. Penny stocks are low
priced securities that do not have a very high trading volume.
Consequently, the price of the stock is volatile and you may not be
able to buy or sell the stock when you want.
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Our shares are "Penny Stocks" which are subject to certain
restrictions that could adversely affect the liquidity of an
investment in us.
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Our shares are "penny stocks" within the definition of that term
contained in Rules 15g-1 through 15g-9 promulgated under the
Securities Exchange Act of 1934, as amended, which imposes sales
practices and disclosure requirements on certain broker-dealers who
engage in certain transactions involving penny stocks. These
additional sales practices and disclosure requirements could impede
the sale of our securities, including securities purchased herein, in
the secondary market. In addition, the liquidity for our securities
may be adversely affected, with related adverse effects on the price
of our securities.
Under the penny stock regulations, a broker-dealer selling penny
stocks to anyone other than an established customer or "accredited
investor" (generally, an individual with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 together
with his or her spouse) must make a special suitability determination
for the purchaser and must receive the purchaser's written consent to
the transaction prior to the sale, unless the broker-dealer is
otherwise exempt. In addition, unless the broker-dealer or the
transaction is otherwise exempt, the penny stock regulations require
the broker-dealer to deliver, prior to any transaction involving a
penny stock, a disclosure schedule prepared by the Securities and
Exchange Commission relating to the penny stock. A broker-dealer is
also required to disclose commissions payable to the broker-dealer and
the Registered Representative and current quotations for the
securities. A broker-dealer is additionally required to send monthly
statements disclosing recent price information with respect to the
penny stock held in a customer's account and information with respect
to the limited market in penny stocks.
FORWARD LOOKING STATEMENTS
--------------------------
This prospectus includes forward-looking statements that involve risks
and uncertainties. These forward-looking statements include statements
under the captions "Prospectus Summary," "Risk Factors," "Use of
Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business" and elsewhere in this
prospectus. You should not rely on these forward-looking statements
which apply only as of the date of this prospectus. These statements
refer to our future plans, objectives, expectations and intentions. We
use words such as "believe," "anticipate," "expect," "will," "intend,"
"estimate" and similar expressions to identify forward-looking
statements. This prospectus also contains forward-looking statements
attributed to third parties relating to their estimates regarding the
growth of certain markets. You should not place undue reliance on
these forward-looking statements, which apply only as of the date of
this prospectus. Our actual results could differ materially from those
discussed in these forward-looking statements. Factors that could
contribute to these differences include those discussed in the
preceding pages and elsewhere in this prospectus.
Certain important factors may affect our actual results and could
cause those results to differ significantly from any forward-looking
statements made in this prospectus or otherwise made by us or on our
behalf. For this purpose, any statements contained in this prospectus
that are not statements of historical fact should be considered to be
forward-looking statements. Words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" or the
negatives of those words, identify forward-looking statements. These
statements appear in a number of places in this prospectus and include
statements as to our intent, belief or expectations. These forward-
looking statements are subject to the risks detailed below or
elsewhere in this prospectus, or detailed from time to time in our
filings with the Securities and Exchange Commission. See "Risks
Associated With Forward-Looking Statements" on page 14.
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DILUTION
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Net tangible book value per share represents the amount of our total
tangible assets less total liabilities, divided by the total number of
shares of common stock outstanding. Our net tangible book value at
July 31, 2003 was $19,947, or $0.006 per share of common stock.
Dilution per share represents the difference between the offering
price of $0.20 per share and the net tangible book value per share of
common stock, as adjusted, immediately after this offering.
After giving effect to the completion of the offering and after
deducting commissions (if any) and offering expenses estimated to be
$15,500, our pro forma net tangible book value will be $504,447 or
$0.086 per share. This represents an immediate increase in pro forma
net tangible book value of $0.08 per share to existing stockholders
and an immediate dilution of $0.114 per share, or approximately 57% of
the offering price, to investors purchasing shares of common stock in
the offering.
Public offering Price per share $ 0.20
Net Tangible Book Value per share before offering $ 0.006
Increase Per Share attributable to sale of these shares $ 0.086
Pro-Forma Net Tangible Book Value after offering $ 504,447
Dilution per share to Public Investors $ 0.114
The following table summarizes as of July 31, 2003, the number of
shares purchased as a percentage of our total outstanding shares, the
aggregate amount paid for such shares, the aggregate amount paid
figured as a percentage of the total amount paid, and the average
amount paid per share for such shares (see "Certain Transactions with
Management and Others" for a description of these transactions). For
purposes of this table, the sale to the public of these shares, is
assumed to have taken place on July 31, 2003.
Shares Purchased Total Consideration Paid Average Price
Number Percent Amount Percent per Share
------ ------- ------ ------- -------------
Existing Shareholders 3,344,500 57.2% $ 16,950 3.3% $0.00511
New Investors 2,500,000 42.8% $500,000 96.7% $0.20
--------- ------- -------- ------- -------------
Total 5,844,500 100.0% $516,950 100.0% $0.0885
The following table sets forth the estimated net tangible book value
("NTBV") per share after the offering and the dilution to persons
purchasing shares based upon various levels of sales of the shares
being achieved:
Shares outstanding prior to offering 3,347,500
Total shares offered 2,500,000 2,500,000 2,500,000 2,500,000
Shares sold 625,000 1,250,000 1,875,000 2,500,000
Public offering price $0.20 $0.20 $0.20 $0.20
Per share increase attributable to .027 .049 .067 .08
new investors
NTBV per share prior to offering .006 .006 .006 .006
------------ ---------- --------- ---------
Post offering pro forma NTBV
per share .033 .055 .073 .086
Dilution to new investors .167 .145 .127 .114
Percent of dilution of the
offering price 84% 72% 64% 57%
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USE OF PROCEEDS
---------------
We will not receive any of the proceeds from the sale of any shares by
the selling shareholders.
Our net proceeds from this offering will vary depending upon the total
number of shares sold. Regardless of the number of shares sold, we
expect to incur offering expenses estimated at $15,500 for legal,
accounting, printing and other costs in connection with the offering.
In order to have funds available to move forward with our business
plan, we have to complete a minimum of between 25% and 50% of the
offering, or $125,000 to $250,000. We wish to remind investors that
there is no guarantee that we will fully complete this offering or
obtain this minimum amount, and that the actual proceeds we receive
from the offering could be substantially less than $500,000.
The table below shows how proceeds from this offering would be used
for scenarios where we sell various amounts of the shares and the
priority of the use of net proceeds in the event actual proceeds are
not sufficient to accomplish the uses set forth. While management has
developed the following estimates to the best of its ability, there
can be no assurance that we will spend the use of proceeds exactly as
laid out in the table.
Total shares offered 2,500,000 2,500,000 2,500,000 2,500,000
Percent of total shares offered 25% 50% 75% 100%
Shares sold 625,000 1,250,000 1,875,000 2,500,000
Gross proceeds from offering 125,000 250,000 375,000 500,000
Less: offering expenses 15,500 15,500 15,500 15,500
------------- ------------ ------------ ------------
Net proceeds from offering 109,500 234,500 359,500 484,500
Use of net proceeds
Digital media equipment 15,000 20,000 25,000 25,000
Sales & marketing 35,000 50,000 75,000 100,000
Travel 15,000 25,000 35,000 50,000
Compensation to management - 35,000 60,000 100,000
Operating expenses & working capital 44,500 104,500 164,500 217,500
It is possible that no proceeds may be raised from this offering. It
is also possible that some, but not all, of the 2,500,000 shares
offered will be sold. If fewer than all of the shares are sold, we
will have to delay or modify our plan. There can be no assurance that
any delay or modification will not adversely affect our development.
If we require additional funds to develop our plan, such funds may not
be available on terms acceptable to us, or at all.
Possible working capital uses include such expenses as purchasing
blank CD's, communications, office supplies, rent and utilities, and
other ongoing selling, general and administrative expenses, to be
determined by our executive officers based upon their assessment of
our needs.
Any funds not used for the purposes indicated will be used for general
working capital.
The amounts set forth above are estimates developed by our management
for allocation of net proceeds of this offering based upon our current
plans and prevailing economic and industry conditions and assumes that
we are able to sell the numbers of the shares set forth in each column
above. Although we do not currently contemplate material changes in
the proposed use of proceeds set forth above, to the extent that our
management finds that adjustments are required, the amounts shown may
be adjusted among the uses indicated above. Our proposed use of
proceeds is subject to changes in general, economic and competitive
conditions, timing and management discretion, each of which may change
the amount of proceeds expended for the purposes intended. The
proposed application of proceeds is also subject to changes in market
conditions and our financial condition in general. See "Risk Factors -
Risks Related to the Offering" for a further description of these
risks. Changes in general, economic, competitive and market
conditions and our financial condition would include, without
limitation, the occurrence of a national economic slowdown or
recession, a significant change in the industry and the environment in
which we operate, and/or regulatory changes in general. While our
management is not currently aware of the existence or pending threat
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of any of the foregoing reasons, we provide you no assurance that one
or more of such events will not occur.
While we provide you with no assurance, we believe that the net
proceeds of the offering, together with anticipated operating
revenues, will be adequate to satisfy our working capital needs for
approximately the next twelve month period.
DIVIDEND POLICY
------------------
We have never declared or paid cash dividends on our common stock. We
currently intend to retain all available funds and any future earnings
for use in the operation of our business and do not anticipate paying
any cash dividends in the foreseeable future.
DETERMINATION OF OFFERINCE PRICE
--------------------------------
Prior to this offering, there has been no market for our common stock.
The offering price of the shares was arbitrarily determined and bears
no relationship to assets, book value, net worth, earnings, actual
results of operations, or any other established investment criteria.
Among the factors considered in determining the price were estimates
of our prospects, the background and capital contributions of
management, the degree of control which the current shareholders
desired to retain, current conditions of the securities markets and
other information. There is no relationship between the offering price
of the common stock and our assets, earnings, book value or any other
objective criteria of value.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
-------------------------------------------------
Results and Plan of Operations
- ------------------------------
During the year ended July 31, 2003 we generated a total of $3,900 in
revenue. This revenue was the result of our performance of marketing
services for a local business and is not related to our primary
intended line of business. During the period from March 18, 2002
(inception) through July 31, 2002 we did not achieve any revenues.
Our loss from inception to July 31, 2003 totaled $17,503 of which
$5,000 was paid in the form of stock based compensation to a
consultant who subsequently became an employee. Our loss per share
through this date was ($0.01). Our officer and employees have agreed to
defer all salaries until we have raised a minimum of $250,000 in gross
proceeds or we have achieved an aggregate minimum of $250,000 in
revenues and gross proceeds from this offering combined.
Additionally, we currently operate in space owned by our chief
executive officer in a rent-free arrangement under which our chief
executive officer also has agreed to pay the direct expenses
associated with our operations. Accordingly, our current cash
requirement is nominal.
Management believes that sufficient financial resources will be
available to us in order to meet our obligations for the twelve-month
period following the date of this prospectus. Fully executing our
business plan, however will significantly change our cash needs and
monthly cash requirements. A discussion of our cash needs follows in
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the next section, "Liquidity and Capital Resources".
As of the date of this prospectus, we have identified four high-end
golf courses and resorts as our first potential customers and have
shot preliminary footage of their premises in order to create sample
digital brochures for them.
Once we raise a minimum amount of $100,000 in funding, we will send
the sample CDs to each resort for their review along with a proposal
to conduct marketing services for them utilizing their CD as a sales
piece. We will not send out the proposals until funding has been
secured in order to avoid having insufficient funds to execute the
contracts.
If a course or resort accepts our proposal, we hope to generate
revenues by billing them for performing these marketing services.
There can be no assurance that we will secure any contracts to perform
marketing services with any of these hotels.
Liquidity and Capital Resources
- -------------------------------
At this time we do not have any significant current liabilities. In
the future, however, our current liabilities may exceed our current
assets. Expansion of our business will require significant capital
resources that may be funded through the sale of equity or debt
securities issued by us.
To date we have spent a total of $903 in general operating expenses
and expenses associated with making initial contacts with potential
clients. We raised the amounts used in these activities from a
Regulation D offering in which we raised $15,250 and from our
executive officer who invested $2,000 in us.
To date, we have managed to keep our monthly burn rate low for two
reasons. First, our officer and other employees have agreed not to
draw a salary until a minimum of $250,000 in funding is obtained or we
have achieved an aggregate minimum of $250,000 in revenues and gross
proceeds from this offering combined. Second, we have been able to
keep our operating expenses to a minimum by operating in space owned
by our officer who is also paying the direct expenses associated with
our business operations.
Given our low monthly cash flow requirement and the agreement of our
officer and employees, we believe that, even though our auditors have
expressed substantial doubt about our ability to continue as a going
concern, and assuming that we do not commence our anticipated
operations we have sufficient financial resources to meet our
obligations for at least the next twelve months.
If we obtain funding from the sale of shares in this offering, we will
be able to move forward with our business plan. Executing our
business plan will significantly change our cash needs and monthly
burn rate, however.
Based upon our planned use of proceeds from this offering, we will
have to complete at least 25% of the offering, or $125,000 in order to
have sufficient funds available to move forward with our business
plan.
In the early stages of our business plan, we will need cash for
marketing and promotions. Our most important goal will be securing
customer agreements with hotels. Marketing and promotion of our
product offering to obtain customer agreements is anticipated to cost
us approximately $35,000.
Once any marketing contracts are secured, however, we will need cash
to execute those initiatives. We anticipate having to carry the costs
of purchasing CD's, mailing lists and any other marketing materials we
need for at least 30 to 45 days until our first invoice is paid by a
hotel. Management estimates that these costs at $4,000 to $6,000 per
hotel depending upon the size of the mailing and desired campaign.
Hotels with larger orders than this will be required to pay an
up-front payment. Management expects to cover these costs with the
proceeds from this offering, which are included under operating
expenses and working capital in the Use of Proceeds section.
The next stage of our business plan involves aggressive customer
acquisition efforts and is the main thrust we will need to make our
company operational. Within the first year of our operations, our
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goal is to sign agreements with a minimum of twenty hotels and/or
resorts. In order to achieve this, management anticipates it will
require approximately $50,000, which management has budgeted for under
the use of proceeds from this offering. We wish to remind investors
that there is no guarantee that we will be able to secure any
customers.
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BUSINESS
--------
Background
- ----------
Golf Travel Promotions, Inc. was formed on March 18, 2002 and is
authorized to issue 20,000,000 shares of common stock and 5,000,000
shares of preferred stock. As of the date of this prospectus,
3,347,500 shares are issued and outstanding and no shares of preferred
stock are issued and outstanding.
We are a start up company primarily engaged in the business of
providing marketing services to golf hotels and resorts. Our
primarily emphasis is on hotels and resorts located outside of the
United States who are attempting to educate American travelers about
their facilities. We are able to create digital brochures for such
hotels and resorts. While we can produce traditional, paper brochures
if desired, our primary service is the production of digital brochures
in CD-ROM format and which can contain virtual tours, video or
photograph layouts. We believe our digital brochures can increase the
effectiveness of a resort's presentation in a brochure because it
allows for an interactive presentation with moving pictures and sounds
not possible in a paper brochure. The digital brochures will allow
viewers to more fully experience the proposed destination and its
amenities such as golf course, restaurant or spa facility.
We have begun gathering footage to develop sample digital brochures
for four premier golf hotels/resorts in Scotland. Once we obtain
funding from this offering, we plan to submit proposals to each of
these resorts to conduct marketing campaigns that utilize the digital
brochures. At this time, however, we do not yet have any firm orders
for a marketing campaign from any of these hotels, nor can there be
assurance that we will be successful in obtaining any such orders.
Industry Background
- -------------------
According to the most recent data released by Travel Industry of
America (TIA) 56.4 million Americans traveled abroad in 2002. This
compares to 58 million in 2001 and 60.9 million in 2000. It is our
management's belief that concerns over terrorism and the economy has
made competition for travelers fiercer than in the past. Accordingly,
developing new and innovative marketing plans is becoming increasingly
more important for travel destinations. It is our belief that this
will lead resorts and hotels to embrace our product offerings.
Hotels need to be more resourceful in attracting visitors, and travel
agencies have been forced to compete with the emergence of the
Internet. While travel agencies are redefining their businesses, they
are still the largest "bookers" of high-end travel packages. While
the Internet has cut into travel agent bookings, the biggest impact
has been in airline bookings where individuals can easily access
flight information. For individuals, booking hotel reservations
on-line is not as easy.
Airlines have put a crunch on travel agencies by repeatedly placing a
cap on the commissions that they will pay travel agencies. This has,
in effect, reduced travel agencies' revenues considerably. As such,
travel agencies are looking to bookings for accommodations, car
rentals and other travel revenue sources. This is resulting in a
shakeout in the travel agency industry, and while not everyone will
survive the on-going shakeout, we believe that those that do survive
will have to use technology and innovative ideas to their advantage.
We believe that our digital brochures provide travel agents and
potential travelers with greater information regarding the travel
destinations and a more positive view of the destination.
For hotels and travel organizations, the competition to capture more
of the increasing visitor expenditures is intensifying. On the other
side of the equation, travel agencies are looking for alternative
revenue sources such as hotel bookings to make up for the loss in
revenue from airline commission caps. Our goal is to address the
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needs of both by creating digital media pieces for hotels and travel
organizations to be used in marketing to travel agencies.
We are initially focusing on providing digital brochures for golf
resorts in the United Kingdom and using them for promotional
activities that target travel agencies. After customer traction is
developed in the United Kingdom, we plan to then expand our services
to destinations in the United States and continental Europe.
Product and Services
- --------------------
Hotels are routinely paying large sums of money for marketing
brochures and sales packages to send to travel agencies. We believe
that it is not uncommon for hotels to spend significant amounts of
money to create a simple brochure or sales package and mail it to
several thousand travel agencies. Accordingly, travel agencies
receive thousands of solicitations from hotels and tourist
destinations. As a result, travel agencies have a need for a cost
effective way to store these packages, as well as a way to be able to
quickly refer to specific hotels. From a hotel or resort's
perspective, it is difficult to set itself apart from the hundreds of
other sales packages and brochures that are received. Hotels are now
faced with the challenge of getting increasingly complex messages and
packages across clearly to the targeted audience in a print brochure.
To meet both of these needs, we are offering photography and digital
media services to organizations within the travel industry. Our main
product offering is the "shooting" of a customer's premises and/or
product offering, creating a digital brochure, (typically in CD-ROM
format), and then implementing a marketing campaign that utilizes the
digital brochure or digital media sales piece. These CDs can contain
the scanned images of the selected hotels including photos of their
lobbies, rooms, suites and facilities as well as images of the golf
course. Each hotel can choose what content it wants to provide in the
brochure, although we anticipate that most hotels will typically
provide a brief text description, photos, current room reservation
prices and access to a web-based reservations form or system.
In our creation of a marketing initiative, we will work with the
resort's staff to determine the best approach. In most cases, a
direct mail approach is the recommended approach where marketing
pieces are mailed to thousands of recipients, or travel agents in this
case. Resorts can choose various marketing packages, however, some of
which would be more focused sending several copies of CDs to a smaller
number of more targeted travel agencies. If a travel agent responds
to the mailing and desires more CDs to circulate to his or her
clientele, then the resort will be billed for the additional order of
CDs. By billing resorts based upon the number of CD's sent in a
mailing, we will generate revenues based on the size of the mailing of
CDs to travel agents. Therefore, the larger the marketing initiative
undertaken by the resort, the greater the revenues we will generate.
To attract initial customers, we will not charge for the creation of
the digital brochure, instead relying on implementing the marketing
campaign as our source of revenue. The cost of this strategy is small
in terms of potential revenues, as our main expense is staff time with
the cash expenses being incurred including travel, film, film
development and blank CDs. Travel expenses will account for the
majority of these expenses but are minimized due to our President
living in the United Kingdom six months of each year. Also, we intend
to spread this expense across several potential customers by
contemporaneously gathering footage for multiple digital brochures.
There can be no assurance, however, that we will be successful in
keeping the costs of this strategy to a minimum.
However, once a small customer base is established and we generate
credibility with potential customers, we will begin billing potential
customers based upon the number of pages and photographs a customer
desires to have in the digital brochure. We will also bill potential
customers for consulting services regarding our views on how to best
organize the brochure.
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Market Segmentation and Sales Strategy
- --------------------------------------
Our customer focus is on high-end hotels and golf resorts with
marketing budgets. In order to be successful in targeting them,
however, we must understand their target audience, which is primarily
travel agents who serve businesses and middle to high income
households. The travel agency segment of the travel industry is
highly fragmented and being redefined with the emergence of the
Internet as a major vehicle for travel arrangements. Travel agencies
can be loosely divided into two distinct segments:
- Major travel agencies with chains across the United States and
throughout the world, and
- "Mom and Pop" shops with one or a few sites, typically in a
specific region.
We believe that focusing on the largest travel agencies will provide
greater impact for our clients and intend to pursue these agencies
primarily.
Our President has spent approximately 6 months of each of the past 6
years in the United Kingdom. During this time he has established
relationships with decision makers at golf hotels and resorts and
within the business community in general within the United Kingdom.
We anticipate that these relationships will assist our efforts at
gaining access to our desired customers. We also hope to establish
partnerships with non-profit travel organizations to help promote our
products and to build in-roads to the travel industry. These
partnerships could vary in nature and structure as some organizations
may pursue revenue sharing opportunities while others may desire
marketing and promotional cooperation. Some of the organizations we
intend to approach include:
- - American Society of Travel Agents - has over 26,500 members in
more than 165 countries
- - Institute of Certified Travel Agents (ICTA) - ICTA certification
is similar to a Ph.D. in other professions
- - International Hotel Association - offers industry issues and
association news to member hotels
- - Association of Corporate Travel Executives - dedicated to
business travel management
- - Travel Industry Association of America - claims to be the
"unifying organization for all components of the U.S. travel
industry"
Additionally, our Vice President - Graphics and Creative Media has ten
years of experience in many areas of marketing, advertising and
creative graphic design. We believe that her experiences in creating
visually captivating marketing pieces will quickly turn potential
customers into actual customers.
Promotion Strategy
- ------------------
Due to our President's relationships, we plan to initially focus our
business development, sales and marketing efforts on golf resorts in
the United Kingdom. Within the framework of establishing a
geographically concentrated client base, the following strategy will
be undertaken utilizing a portion of the proceeds from this offering:
- - Develop a website capable of demonstrating our services and
stimulating qualified sales leads.
- - Produce a promotional package, utilizing sample digital brochures
that can be used to market to potential customers.
- - Develop and implement a direct mail campaign targeting specific
hotels where management has established relationships with
decision makers.
- - Attend regional travel conferences or shows for hotels,
- - Place advertisements in travel and business journals to develop
brand awareness.
Customers
- ---------
We have begun gathering footage for sample digital brochures for four
resorts in the United Kingdom and will not be charging these potential
client's for the creation of their CDs. Once we obtain a minimum
amount of $100,000 from this offering, we will send the sample CDs to
each hotel for their review along with a proposal to conduct marketing
services for them utilizing their CD as a sales piece. We will at
that time also inform the resorts of our ability to produce more
traditional marketing materials. We do not intend to circulate the
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proposals until funding has been secured in order to avoid having
insufficient funds to execute the contracts.
For resorts that accept the proposal, we will bill them based on the
number of CDs to be mailed and any other marketing activities that are
agreed upon. However, we do not have any customers yet, and there can
be no assurance that we will be able to acquire any customers.
Competitive Environment
- -----------------------
There are numerous marketing and advertising companies that target
hotels and travel companies in general and golf hotels and resorts in
particular. These companies create sales packages and brochures for
hotels and resorts. Management, however, is not aware of any other
businesses currently selling promotional CDs to hotels for
distribution to travel agencies.
However, we believe we may experience increasing competition in the
future. Competition is not in the form of the brochures being
replaced, but rather the marketing companies that create them.
Therefore, management believes its biggest threat from competition
lies in how quickly other marketing companies adopt innovative
technologically based sales pieces. Future competitive factors also
include corporate and product reputation, innovation with frequent
product enhancement, expansion of integrated product line, product
design, functionality and features, product quality, performance,
ease-of-use, support and price.
While the Internet provides us with the ability to present interactive
information and sales pieces to millions of viewers, it also poses a
threat to our business. Trends suggest that there is an increase in a
number of people using the Internet to research, plan and book
vacations and other travel without the use of travel agents. We are
prepared to counter this threat should it have a significant impact
upon our business by shifting mailings from travel agencies to
targeted mailing lists.
Our future success will depend, in part, upon our ability to increase
sales in our targeted markets. There can be no assurance that we will
be able to compete successfully with our competitors or that the
competitive pressures we face will not have a material adverse effect
on us. Our future success will depend in large part upon our ability
to increase our share of our target market and to sell additional
products and product enhancements to existing customers. However,
future competition may result in price reductions, reduced margins or
decreased sales.
Employees
- ---------
We have a total of three employees, two of whom are executives and one
of who handles administrative matters on a part time basis. We have
no employment or consulting agreements in place at this time.
Management expects that as the need arises, we may employ temporary
and part-time employees to complete projects and fill orders,
particularly with regard to our providing assistance to support our
internet site. We presently have no labor union contract between us
and any union and we do not anticipate unionization of our personnel
in the foreseeable future.
Business Strategy
- -----------------
Management believes that referrals from its existing contacts with
potential customers and the leads it has already generated will
generate revenue and is expected to be the primary source of business
in the first year. Once we obtain the minimum amount of $100,000
needed from this offering, we will send sample CDs to four golf
resorts for their review along with a proposal to conduct marketing
services for them utilizing their CD as a sales piece. The proposals
will not be sent until funding has been secured in order to avoid
having insufficient funds to execute the contracts.
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If a resort accepts our proposal, the marketing projects will be
billed such that we should make a small profit (even after factoring
in the costs of developing the CDs). We believe that once a resort
sees the digital brochure and how much more effective it is than
traditional brochures it will contract with us to create a marketing
project utilizing the CD. There can be no assurance that any resorts
will accept our proposal, nor can there be any assurance that this
strategy will be successful.
Because the digital brochure offers more advertising possibilities
than print brochures, management believes that large resorts, and
smaller hotels will both find our CDs very valuable.
We plan to advertise in trade journals and attend industry conventions
to create an image as a key company for digital and photography
services in the travel industry.
At the appropriate time in our development of our market segment (when
sales are meeting management's projections), management intends to
investigate possible strategic alliances with key industry
participants to strengthen our image, product and service components
and distribution pattern. However, there is presently no relationship
with any potential industry candidate under negotiation and management
is unable to give any assurances that a future alliance candidate
opportunity will present itself, or, if presented, will result in an
alliance. If an alliance is developed, we are not able to assure that
such alliance will positively effect our operations and profits.
By sending sales pieces and presentations via CD ROM, a business can
use a tool that navigates a potential customer through an interactive
presentation. By engaging the audience in an interactive,
participatory media, companies can simplify a complex sell -
delivering messages specifically targeted to different purchasing
influencers. Using both interactivity and multimedia, even the most
technical information can be animated to provide an engaging and
informative presentation.
Since the CDs are played on a computer, once the presentation is done
the potential customer can also easily link to any web site that is in
the presentation. A CD's information is displayed with full CD
quality sound and can be paused, fast forwarded, rewound, or searched.
It is generally recognized that digital brochures can minimize
production costs of literature. In most cases, CDs can help a company
to minimize its literature fulfillment time and its literature
updating costs. For example, there is typically less expense involved
in the maintenance, updating and distribution of a CD than for a
conventional printed marketing piece with a comparable number of
images because there are no color separations, setup charges or other
expensive print shop costs. Many marketing agencies claim that
sending an innovative presentation via CDs helps to enhance a
company's corporate image and credibility.
Property
- --------
We do not own any real property. We presently operate out of space
owned by our founder and Chief Executive Officer under in a rent-free
arrangement.
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MANAGEMENT
----------
A list of the current officers, directors and significant employees
appears below. Our directors are elected annually by the shareholders
and do not presently receive any fees or other remuneration for their
services, although they are reimbursed for expenses associated with
attending meetings of the Board of Directors. Our officers are elected
by the Board of Directors.
Director
Name Age Position Since
- ---- --- ------- ---------
Ronald N. Sawchuk 60 Chief Executive Officer, Chief Financial 2002
Officer, Chief Accounting Officer, President
and Director
Maya Simhon 29 Vice President - Graphics and Creative
Media
All directors hold office until the next meeting of shareholders or
until their successors are elected and have qualified. Our executive
officers serve at the discretion of the board of Directors.
Ronald N. Sawchuk. Mr. Sawchuk has served as Chief Executive Officer,
Chief Financial Officer, Chief Accounting Officer, President and sole
Director since inception. Mr. Sawchuk is a life long golfer and
traveler and has lived six months of each year in the United Kingdom
since spring of 1997. Mr. Sawchuk has served as the Director of
Procurement for Pitney Bowes, Inc.'s International operations since
November 2002. Other positions at Pitney Bowes are Director of
European Procurement from February 2000 and Manager of Strategic
Sourcing, since February 1996 in both the US and Europe. Prior to
that Mr. Sawchuk served for 31 years at IBM. The majority of his
career was in procurement management, spending the final 3 years as a
Procurement Brand Acquisition Manager.
Maya Simhon. Ms. Simhon joined us as our Vice President - Graphics
and Creative Media in January 2003. Ms. Simhon has ten years
experience in conceptualizing, creative graphic design creation,
direction, consultation and production experience. In December 2000
Ms. Simhon founded .and graphics, inc. which specializes in marketing,
advertising and graphics and at which she has refined her ability to
produce marketing materials in virtually any type of media. She
currently serves as the Creative Director, Art Director and Graphic
Designer for .and graphics, inc.. From June 2000 through November
2000 she served as Senior Graphic Design Director for IMX
Pharmaceuticals. Prior to that she served from 1998 through December
2000 as Art Director for Picture Perfect. Ms. Simhon speaks and
writes fluently in English, French and Hebrew.
Directors' Remuneration
Our directors are presently not compensated for serving on the
board of directors.
Executive Compensation
Employment Agreements
We have not entered into any employment agreements.
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Summary Compensation Table
The following table sets forth the total compensation paid to or
accrued for the period from March 18, 2002 (inception) through July
31, 2002 and for the year ended July 31, 2003 to our President, who
was our sole executive officer at the end of our last fiscal year.
Annual Compensation
Other Restricted Securities All
Name and Principal Annual Stock Underlying LTIP Other
Position Year Salary Bonus Compensation Awards Options Payouts Compensation
- ------------------ ---- ------ ----- ------------ ---------- ---------- ------- ------------
Ronald N. Sawchuk, 2002 0 0 0 0 0 0 0
CEO
2003 0 0 0 0 0 0 0
Stock Option Grants in the past fiscal year
We have not issued any grants of stock options in the past fiscal year.
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PRINCIPAL SHAREHOLDERS
----------------------
The following table sets forth certain information as of August 20, 2003
with respect to the beneficial ownership of the Company's common stock
by all persons known by the Company to be beneficial owners of more than
5% of its outstanding shares of its common stock, by directors who own
common stock and all officers and directors as a group:
Number of Percentage Number of Ownership after
shares before ownership shares after offering if all
Name & Address offering before offering offering shares
sold
- -------------- -------------- --------------- ------------ ---------------
Ron Sawchuk 3,000,000 90% 2,700,000 80.6%
All Officers & Directors
as a group (1 person)
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SELLING SHAREHOLDERS
--------------------
The following table sets forth certain information with respect to the
ownership of our common stock by selling shareholders as of August 20,
2003. Unless otherwise indicated, none of the selling shareholders
has or had a position, office or other material relationship with us
within the past three years. None of the selling shareholders are
broker-dealers or affiliates of broker-dealers.
Ownership of Shares Ownership of Shares of
of Common Stock Number of Common Stock After
Prior to Offering Shares Offering<F1>
Selling Shareholder Shares Percent Offered Herby Shares Percentage
- ------------------- -------- --------- ------------- ------ ---------- ----------
Ron Sawchuk <F2> 3,000,000 90% 300,000 2,700,000 80.6%
Maya Simhon <F3> 100,000 3% 100,000 0 *
Craig Lamb 20,000 * 20,000 0 *
Louis Hyatt 20,000 * 20,000 0 *
Joshua Stefanoff 4,000 * 4,000 0 *
Heather Garland 4,000 * 4,000 0 *
Carolyn Penn 3,000 * 3,000 0 *
Ken Smith 3,000 * 3,000 0 *
Stephen & Melissa Mish 30,000 * 30,000 0 *
Thomas Kavan 4,000 * 4,000 0 *
Monique Dumas 5,000 * 5,000 0 *
Rad Dumas 5,000 * 5,000 0 *
Kenneth Pollock 10,000 * 10,000 0 *
Karen Pollock 10,000 * 10,000 0 *
Leora Klein 6,000 * 6,000 0 *
Jeffrey Klein 6,000 * 6,000 0 *
Jane Newman 10,000 * 10,000 0 *
Irwin Newman 10,000 * 10,000 0 *
Mark Palestine 3,000 * 3,000 0 *
Dimitrios Sykokis 3,000 * 3,000 0 *
Robert McGrath 8,000 * 8,000 0 *
Anthony DeMeo 8,000 * 8,000 0 *
Reed Wallace 8,000 * 8,000 0 *
Erin Anderson 8,000 * 8,000 0 *
Tom Skeeba 8,000 * 8,000 0 *
Howard Ash 3,000 * 3,000 0 *
Vanessa Palestine 3,000 * 3,000 0 *
Nicholas Sawchuk 10,000 * 10,000 0 *
Tess Sawchuk 10,000 * 10,000 0 *
Brian Boilen 5,000 * 5,000 0 *
Pam Boilen 5,000 * 5,000 0 *
Courtney Roberts 10,000 * 10,000 0 *
Jo Lenox 2,500 * 2,500 0 *
Bob Ferguson 3,000 * 3,000 0 *
Total 3,347,500 647,500
* Indicates less than 1%
<FN>
<F1>
1) Assumes that all shares are sold pursuant to this offering and
that no other shares of common stock are acquired or disposed of
by the selling shareholders prior to the termination of this
offering. Because the selling shareholders may sell all, some or
none of their shares or may acquire or dispose of other shares of
common stock, no reliable estimate can be made of the aggregate
number of shares that will be sold pursuant to this offering or
the number or percentage of shares of common stock that each
shareholder will own upon completion of this offering.
</FN>
<FN>
<F2>
2) Mr. Sawchuk is our President and Chief Executive Officer.
</FN>
<FN>
<F3>
3) Ms. Simhon is our Vice President - Graphics and Creative Media.
</FN>
24
26
CERTAIN RELATIONSHIPS AND TRANSACTION WITH MANAGEMENT AND OTHERS
- -----------------------------------------------------------------
We sold to Mr. Sawchuk 3,000,000 shares of our common stock for
$2,000 as "founders stock".
LITIGATION
----------
As of the date of this prospectus, we are not involved in any
material litigation nor has any material litigation been threatened
against us.
25
27
DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 20,000,000 shares of
common stock, par value $0.0001 per share, and 5,000,000 shares of
preferred stock, par value $.0001 per share. As of the date of this
prospectus, 3,347,500 shares of common stock and no shares of
preferred stock were outstanding. We presently act as the transfer
agent for our common stock but, prior to an active trading market
developing, anticipate hiring an outside professional transfer agent.
Common Stock
We are authorized to issue 20,000,000 shares of our common stock,
$0.0001 par value, of which 3,347,500 shares are issued and
outstanding as of the date of this prospectus. The issued and
outstanding shares of common stock are fully paid and non-assessable.
Except as provided by law or our certificate of incorporation with
respect to voting by class or series, holders of common stock are
entitled to one vote on each matter submitted to a vote at a meeting
of shareholders.
Subject to any prior rights to receive dividends to which the
holders of shares of any series of the preferred stock may be
entitled, the holders of shares of common stock will be entitled to
receive dividends, if and when declared payable from time to time by
the board of directors, from funds legally available for payment of
dividends. Upon our liquidation or dissolution, holders of shares of
common stock will be entitled to share proportionally in all assets
available for distribution to such holders.
Preferred Stock
The board of directors has the authority, without further action
by our shareholders, to issue up to 5,000,000 shares of preferred
stock, par value $.0001 per share, in one or more series and to fix
the rights, preferences, privileges and restrictions thereof,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences and the number of shares
constituting any series or the designation of such series. No shares
of preferred stock are currently issued and outstanding. The issuance
of preferred stock could adversely affect the voting power of holders
of common stock and could have the effect of delaying, deferring or
preventing a change of our control.
Market for Common Equity and Related Stockholder Matters
There is no established public market for our common stock and we
have arbitrarily determined the offering price. Although we hope to
be quoted on the OTC Bulletin Board, our common stock is not currently
listed or quoted on any quotation service. There can be no assurance
that our common stock will ever be quoted on any quotation service or
that any market for our stock will ever develop or, if developed, will
be sustained.
As of August 20, 2003, there were 34 shareholders of record of
our common stock and a total of 3,347,500 shares outstanding. Of the
3,347,500 shares of common stock outstanding, 3,000,000 shares of
common stock are beneficially held by an "affiliate" of the company.
All shares of common stock registered pursuant to this Registration
Statement will be freely transferable without restriction or
registration under the Securities Act, except to the extent purchased
or owned by our "affiliates" as defined for purposes of the Securities
Act.
Under certain circumstances, restricted shares may be sold
without registration, pursuant to the provisions of rule 144. In
general, under rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one-year holding period may, under
certain circumstances, sell within any three-month period a number of
restricted securities which does not exceed the greater of one percent
of the shares outstanding or the average weekly trading volume during
26
28
the four calendar weeks preceding the notice of sale required by rule
144. In addition, rule 144 permits, under certain circumstances, the
sale of restricted securities without any quantity limitations by a
person who is not an affiliate of ours and has satisfied a two-year
holding period. Any sales of shares by shareholders pursuant to rule
144 may have a depressive effect on the price of our common stock.
27
29
DISCLOSURE OF SEC POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation, as well as our By-Laws provide for
the indemnification of directors, officers, employees and agents of the
corporation to the fullest extent provided by the Corporate Law of the
State of Florida, as well as is described in the Articles of
Incorporation and the By-Laws. These sections generally provide that
the Company may indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative except for an action by
or in right of the corporation by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been
determined to be negligent or guilty of misconduct in the performance of
his or her duties to the Company.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers or
controlling persons, pursuant to the foregoing provisions, or
otherwise, we have been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy
as expressed in the Securities Act of 1933, and is, therefore,
unenforceable.
28
30
PLAN OF DISTRIBUTION
--------------------
Upon effectiveness of this registration statement, we will
conduct the sale of the shares we are offering on a self-underwritten,
best-efforts basis. This means that we do not have an underwriter and
that we will sell the shares directly to investors. Participating on
our behalf in the distribution is Ronald N. Sawchuk, our Principal
Executive Officer, who is exempt from registration as a broker dealer
under Rule 3a4-1 of the Securities Exchange Act. All shares of our
common stock that we are registering for sale by the company that we
are able to sell will be sold at a price per share of $0.20. There
can be no assurance that we will sell all or any of the shares
offered. We have no arrangement or guarantee that we will sell any
shares. All subscription checks shall be made to the order of Golf
Travel Promotions, Inc.
While we do not anticipate utilizing any registered securities
broker-dealers in connection with any sales of the shares and have no
arrangements to use any broker-dealers, we may, in our discretion,
accept subscriptions for shares through broker-dealers that are
members of the National Association of Securities Dealers, Inc. and
are willing to, in connection with such sales, pay a commission of up
to 10% of the price of each share sold. No officers or directors
shall receive any commissions or compensation for their sale of the
shares pursuant to the terms hereof.
The selling shareholders will sell their shares at a price per
share of $0.20 until our shares are quoted on the Over The Counter
Bulletin Board and thereafter at prevailing market prices or in
privately negotiated transactions. The selling shareholders may sell
or distribute their common stock from time to time themselves, or by
donees or transferees of, or other successors in interests to, the
selling shareholders, directly to one or more purchasers or through
brokers, dealers or underwriters who may act solely as agents or may
acquire such common stock as principals, at market prices prevailing
at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be
changed. Accordingly, the prices at which the selling shareholder's
shares are sold may be different than the price of shares that we
sell. These sales by Selling Shareholders may occur contemporaneously
with sales by us. The sale of the common stock offered by the selling
shareholders through this prospectus may be effected in one or more of
the following:
- - Ordinary brokers' transactions;
- - Transactions involving cross or block trades or otherwise
- - Purchases by brokers, dealers or underwriters as principal and
resale by such purchasers for their own accounts pursuant to this
prospectus;
- - "at the market" to or through market makers or into any market for
the common stock which may develop;
- - in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents;
- - in privately negotiated transactions; or
- - any combination of the foregoing.
Brokers, dealers, underwriters or agents participating in the
distribution of the shares as agents may receive compensation in the
form of commissions, discounts or concessions from the selling
shareholders and/or purchasers of the common stock for whom such
broker-dealers may act as agent, or to whom they may sell as
principal, or both. The compensation paid to a particular
broker-dealer may be less than or in excess of customary commissions.
Neither we nor any selling shareholder can presently estimate the
amount of compensation that any agent will receive. We know of no
existing arrangements between any selling shareholder, any other
shareholder, broker, dealer, underwriter or agent relating to the sale
or distribution of the shares. In the event that we use an
underwriter or a broker-dealer to consummate the sale of the shares we
are registering for sale by the company, we will file a post-effective
amendment to this registration statement setting forth the name of
such entity and the terms under which such entity is participating in
this offering.
29
31
We will pay all of the expenses incident to the registration,
offering and sale of the shares to the public, but will not pay
commissions and discounts, if any, of underwriters, broker-dealers or
agents, or counsel fees or other expenses of the selling shareholders.
We have also agreed to indemnify the selling shareholders and related
persons against specified liabilities, including liabilities under the
Securities Act.
We have advised the selling shareholders that while they are
engaged in a distribution of the shares included in this prospectus
they are required to comply with Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes the selling shareholders, any affiliated
purchasers, and any broker-dealer or other person who participates in
such distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases make in order to
stabilize the price of a security in connection with the distribution
of that security. All of the foregoing may affect the marketability
of the shares offered hereby in this prospectus.
30
32
LEGAL MATTERS
-------------
Legal matters in connection with this offering will be passed
upon for us by The Law Office of L. Van Stillman, P.A., Delray Beach,
Florida.
EXPERTS
-------
The financial statements for the year ended July 31, 2003 and for
the period from March 18, 2002 (inception) to July 31, 2002 and for
the period from March 18, 2002 (inception) to July 31, 2003 included
in this prospectus have been so included in reliance on the report of
Webb & Company, P.A., independent certified public accountants, given
on the authority of said firm as experts in auditing and accounting.
31
33
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement under the Securities Act
with respect to the securities offered hereby with the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549. This prospectus, which is
a part of the registration statement, does not contain all of the
information contained in the registration statement and the exhibits
and schedules thereto, certain items of which are omitted in accordance
with the rules and regulations of the Commission. For further
information with respect to Golf Travel Promotions, Inc. and the
securities offered hereby, reference is made to the registration
statement, including all exhibits and schedules thereto, which may be
inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N. W., Room 1024, Washington, D. C.
20549 at prescribed rates during regular business hours. You may
obtain information on the operation of the public reference facilities
by calling the Commission at 1-800-SEC-0330. Also, the SEC maintains
an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the Commission at http://www.sec.gov. Statements
contained in this prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance
reference is made to the copy of such contract or document filed as an
exhibit to the registration statement, each such statement being
qualified in its entirety by such reference. We will provide, without
charge upon oral or written request of any person, a copy of any
information incorporated by reference herein. Such request should be
directed to us at Golf Travel Promotions, Inc., 11834 Island Lakes
Lane, Boca Raton, Florida 33498 Attention: Ronald N. Sawchuk, CEO.
Following the effectiveness of this registration statement, we
will file reports and other information with the Commission. All of
such reports and other information may be inspected and copied at the
Commission's public reference facilities described above. The
Commission maintains a web site that contains reports, proxy and
information statements and other information regarding issuers that
file electronically with the Commission. The address of such site is
http://www.sec.gov. In addition, we intend to make available to our
shareholders annual reports, including audited financial statements,
unaudited quarterly reports and such other reports as we may determine.
32
34
GOLF TRAVEL PROMOTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF JULY 31, 2003 AND 2002
GOLF TRAVEL PROMOTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
--------
PAGE 1 INDEPENDENT AUDITORS' REPORT
PAGE 2 BALANCE SHEETS AS OF JULY 31, 2003 AND 2002
PAGE 3 STATEMENTS OF OPERATIONS FOR THE YEAR ENDED JULY 31,
2003 AND FOR THE PERIOD FROM MARCH 18, 2002
(INCEPTION) TO JULY 31, 2002 AND FOR THE PERIOD FROM
MARCH 18, 2002 (INCEPTION) TO JULY 31, 2003
PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE
PERIOD FROM MARCH 18, 2002 (INCEPTION) TO JULY 31,
2003
PAGE 5 STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JULY 31,
2003 AND FOR THE PERIOD FROM MARCH 18, 2002
(INCEPTION) TO JULY 31, 2002 AND FOR THE PERIOD FROM
MARCH 18, 2002 (INCEPTION) TO JULY 31, 2003
PAGES 6 - 9 NOTES TO FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors of:
Golf Travel Promotions, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Golf Travel
Promotions, Inc. (a development stage company) as of July 31, 2003 and
2002, and the related statements of operations, changes in
stockholders' equity and cash flows for the year ended July 31, 2003
and for the period from March 18, 2002 (inception) to July 31, 2002
and for the period from March 18, 2002 (inception) to July 31, 2003.
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 auditing standards
generally accepted in the United States of America. 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 Golf Travel
Promotions, Inc. (a development stage company) as of July 31, 2003 and
2002 and the results of its operations and its cash flows for the year
ended July 31, 2003 and for the period from March 18, 2002 (inception)
to July 31, 2002 and for the period from March 18, 2002 (inception) to
July 31, 2003 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 4
to the financial statements, the Company is in the development stage
with no operations. This raises substantial doubt about its ability to
continue as a going concern. Management's plans concerning this
matter are also described in Note 4. The accompanying financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
WEBB & COMPANY, P.A.
Boynton Beach, Florida
August 22, 2003
1
GOLF TRAVEL PROMOTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF JULY 31,
--------------
ASSETS
------
2003 2002
---------- ----------
CURRENT ASSETS
Cash $ 18,569 $ 4,645
---------- ----------
Total Current Assets 18,569 4,645
---------- ----------
PROPERTY AND EQUIPMENT, NET 1,378 -
---------- ----------
TOTAL ASSETS $ 19,947 $ 4,645
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
TOTAL LIABILITIES $ - $ -
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 5,000,000
shares authorized, none issued and outstanding - -
Common stock, $0.0001 par value, 20,000,000 shares
authorized, 3,344,500 and 3,098,000 shares issued
and outstanding, respectively 335 310
Additional paid in capital 37,115 10,090
Subscription receivable - (2,250)
Accumulated deficit during development stage (17,503) (3,505)
---------- ----------
Total Stockholders' Equity 19,947 4,645
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 19,947 $ 4,645
========== ==========
See accompanying notes to financial statements.
2
GOLF TRAVEL PROMOTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
------------------------
For The For The
Period From Period From
For The March 18, 2002 March 18, 2002
Year Ended (Inception) Inception
July 31, To July 31, To July 31,
2003 2002 2003
---------- ------------ -----------
REVENUE $ 3,900 $ - $ 3,900
OPERATING EXPENSES
Contributed services 12,000 3,500 15,500
Stock issued for services 5,000 - 5,000
General and administrative 898 5 903
---------- ------------ -----------
Total Operating Expenses 17,898 3,505 21,403
---------- ------------ -----------
LOSS FROM OPERATIONS (13,998) (3,505) (17,503)
Provision for Income Taxes - - -
---------- ------------ -----------
NET LOSS $ (13,998) $ (3,505) $ (17,503)
========== ============ ===========
Net loss per share - basic and
diluted $ (0.01) $ (0.00) $ (0.01)
========== ============ ===========
Weighted average number of shares
outstanding during the period -
basic and diluted 3,196,021 3,036,449 3,152,242
========== ============ ===========
See accompanying notes to financial statements.
3
GOLF TRAVEL PROMOTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM March 18, 2002 (INCEPTION) TO JULY 31, 2003
---------------------------------------------------------------
Accumulated
Preferred Common Additional Deficit During
Stock Stock Paid-In Subscription Development
Shares Amount Shares Amount Capital Receivable Stage Total
------ ------ ------ ------ ---------- ------------ ----------- --------
Stock issued for
cash
($0.02 per share) - $ - 3,098,000 $ 310 $ 6,590 $ (2,250) $ - $ -
In-kind contribution
of services - - - - 3,500 - - 3,500
Net loss for the
period from
March 18, 2002
(inception) to
July 31, 2002 - - - - - - (3,505) (3,505)
------ ------ --------- ------ ---------- ------------ ----------- ---------
Balance, July 31,
2002 - - 3,098,000 310 10,090 (2,250) (3,505) 4,645
Stock issued for
cash
($0.05 per share) - - 92,000 9 4,591 2,250 - 6,850
Stock issued for
cash ($0.10 per
share) - - 54,500 6 5,444 - - 5,450
In-kind contribution
of services - - - - 12,000 - - 12,000
Stock issued for
services
($0.05 per share) - - 100,000 10 4,990 - - 5,000
Net loss - - - - - - (13,998) (13,998)
------ ------ --------- ------ ---------- ------------ ----------- ---------
BALANCE, JULY 31,
2003 - $ - 3,344,500 $ 335 $37,115 $ - $(17,503) $ 19,947
================= ====== ====== ========= ====== ========== ============ =========== =========
See accompanying notes to financial statements.
4
GOLF TRAVEL PROMOTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
-----------------------
For The For The
Period From Period From
For The March 18, 2002 March 18, 2002
Year Ended (Inception) Inception
July 31, To July 31, To July 31,
2003 2002 2003
---------- ------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (13,998) $ (3,505) $ (17,503)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation 688 - 688
Stock issued for services 5,000 - 5,000
In-kind contribution of services 12,000 3,500 15,500
----------- ------------ -----------
Net Cash Provided By (Used In)
Operating Activities 3,690 (5) 3,685
----------- ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (2,066) - (2,066)
----------- ------------ -----------
Net Cash Used In Investing Activities (2,066) - (2,066)
----------- ------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of
common stock 12,300 4,650 16,950
----------- ------------ -----------
Net Cash Provided By Financing
Activities 12,300 4,650 16,950
----------- ------------ -----------
NET INCREASE IN CASH 13,924 4,645 18,569
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 4,645 - -
----------- ------------ -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 18,569 $ 4,645 $ 18,569
=========== ============ ===========
5
GOLF TRAVEL PROMOTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2003 AND 2002
----------------------------
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
- ------ -----------------------------------------------------------
(A) Organization
Golf Travel Promotions, Inc. (a development stage company) (the
"Company") was incorporated under the laws of the State of Florida
on March 18, 2002. The Company plans to provide marketing
services for golf related travel destinations outside of the
United States.
Activities during the development stage include developing the
business plan and raising capital.
(B) Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues
and expenses during the reported period. Actual results could
differ from those estimates.
(C) Property and Equipment
Property and equipment are stated at cost, less accumulated
depreciation. Expenditures for maintenance and repairs are
charged to expense as incurred. Depreciation is provided using
the straight-line method over the estimated useful life of three
years.
(D) Income Taxes
The Company accounts for income taxes under the Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("Statement 109"). Under Statement 109, deferred tax
assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. As of July 31, 2003, the Company has a net
operating loss carryforward of approximately $5,900 available to
offset future taxable income through 2003. The valuation
allowance at July 31, 2002 was $2. The net change in the
valuation allowance for the year ended July 31, 2003 was an
increase of $ 2,004.
6
GOLF TRAVEL PROMOTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2003 AND 2002
----------------------------
(E) Loss Per Share
Basic and diluted net loss per common share is computed based upon
the weighted average common shares outstanding as defined by
Financial Accounting Standards No. 128, "Earnings Per Share." As
of July 31, 2003 and 2002, there were no common share equivalents
outstanding.
(F) Business Segments
The Company operates in one segment and therefore segment
information is not presented.
(G) Revenue Recognition
The Company recognizes revenues from the production of marketing
materials when the materials are shipped. The Company recognizes
revenue from services when the services are provided.
(H) New Accounting Pronouncements
In May 2003, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No.
150, "Accounting For Certain Financial Instruments with
Characteristics of both Liabilities and Equity". SFAS No. 150
changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under
previous pronouncements, issuers could account for as equity. The
new accounting guidance contained in SFAS No. 150 requires that
those instruments be classified as liabilities in the balance
sheet.
SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments. One type is mandatorily
redeemable shares, which the issuing company is obligated to buy
back in exchange for cash or other assets. A second type includes
put options and forward purchase contracts, which involves
instruments that do or may require the issuer to buy back some of
its shares in exchange for cash or other assets. The third type
of instruments that are liabilities under this Statement is
obligations that can be settled with shares, the monetary value of
which is fixed, tied solely or predominantly to a variable such as
a market index, or varies inversely with the value of the issuer's
shares. SFAS No. 150 does not apply to features embedded in a
financial instrument that is not a derivative in its entirety.
Most of the provisions of SFAS No. 150 are consistent with the
existing definition of liabilities of FASB Concepts Statement No.
6, "Elements of Financial Statements". The remaining provisions
of this statement are consistent with the FASB's proposal to
revise that definition to encompass certain obligations that a
reporting entity can or must settle by issuing its own shares.
This statement is effective for financial instruments entered into
or modified after May 31, 2003 and otherwise shall be effective at
the beginning of the first interim period beginning after June 15,
2003. The adoption of this pronouncement will not have a material
effect on the Company's financial position or results of operations.
7
GOLF TRAVEL PROMOTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2003 AND 2002
----------------------------
NOTE 2 PROPERTY AND EQUIPMENT
- ------ ----------------------
The following is a summary of property and equipment at July 31:
2003 2002
------------- -----------
Office equipment $ 2,066 $ -
Less: accumulated depreciation (688) -
------------- -----------
Property and equipment, net $ 1,378 $ -
============= ===========
Depreciation expense for the year ended July 31, 2003 and for the
period from March 18, 2002 (inception) to July 31, 2002 and for
the period from March 18, 2002 (inception) to July 31, 2003 was
$688, $0 and $688, respectively.
NOTE 3 STOCKHOLDERS' DEFICIENCY
- ------ ------------------------
(A) Stock Issued for Cash
During 2002, the Company issued 3,000,000 shares of common stock
to its founder for $2,000 ($0.001 per share).
During 2002, the Company issued 98,000 shares of common stock for
$4,900 ($0.05 per share).
During 2003, the Company issued 92,000 shares of common stock for
$4,600 ($0.05 per share).
During 2003, the Company issued 54,500 shares of common stock for
$5,450 ($0.10 per share).
(B) Stock Issued for Services
During 2003, the Company issued 100,000 shares of common stock for
professional services valued for financial accounting purposes at
$5,000 ($0.05 per share) based upon recent cash offering prices.
8
GOLF TRAVEL PROMOTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2003 AND 2002
----------------------------
(C) In-Kind Contribution
During 2002, the Company recorded additional paid in capital of
$3,500 for the fair value of services contributed to the Company
by its president.
During 2003, the Company recorded additional paid in capital of
$12,000 for the fair value of services contributed to the Company
by its president
NOTE 4 GOING CONCERN
- ------ -------------
As reflected in the accompanying financial statements, the Company
is in the development stage with no operations. This raises
substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional
capital and implement its business plan. The financial statements
do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain
additional funding and implement its strategic plans provide the
opportunity for the Company to continue as a going concern.
NOTE 5 SUBSEQUENT EVENT
- ------ ----------------
During August 2003, the Company issued 3,000 shares of common
stock for cash of $300 ($0.10 per share).
9
No dealer, salesman or other person is authorized to give any
information or to make any representations not contained in
this prospectus in connection with the offer made hereby, and, if
given or made, such information or representations must not be relied
upon as having been authorized by Golf Travel Promotions, Inc.
This prospectus does not constitute an offer to sell or a solicitation
to an offer to buy the securities offered hereby to any person in any
state or other jurisdiction in which such offer or solicitation
would be unlawful. Neither the delivery of this prospectus nor any
sale made hereunder shall, under any circumstances, create any
implication that the information contained herein is correct as of
any time subsequent to the date hereof.
Until _________ __, 2003 (90 days after the date of this prospectus)
all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealer's obligation
to deliver a prospectus when acting as underwriters and with respect to
their unsold allotments or subscriptions.
GOLF TRAVEL PROMOTIONS, INC.
3,147,500 SHARES OF COMMON STOCK
PROSPECTUS
August 27, 2003
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation, as well as our By-Laws provide for
the indemnification of directors, officers, employees and agents of the
corporation to the fullest extent provided by the Corporate Law of the
State of Florida, as well as is described in the Articles of
Incorporation and the By-Laws. These sections generally provide that
the Company may indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative except for an action by
or in right of the corporation by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation.
Generally, no indemnification may be made where the person has been
determined to be negligent or guilty of misconduct in the performance of
his or her duties to the Company.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers or
controlling persons, pursuant to the foregoing provisions, or
otherwise, we have been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy
as expressed in the Securities Act of 1933, and is, therefore,
unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We estimate that expenses in connection with this registration
statement will be as follows:
SEC registration fee $ 51
Accounting fees and expenses $ 3,000
Legal $ 10,000
Miscellaneous* $ 2,449
----------
Total $ 15,500
* estimates
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The following information is furnished with regard to all securities
sold by us within the past three years that were not registered under
the Securities Act. The issuances described hereunder were made in
reliance upon the exemptions from registration set forth in Section 4(2)
and Regulation D of the Securities Act relating to sales by an issuer
not involving any public offering. None of the foregoing transactions
involved a distribution or public offering.
All shareholders other than Mr. Ronald N. Sawchuk and Ms. Maya Simhon,
purchased their shares in an offering under Regulation D, Rule 504 of
the Securities Act of 1933, as amended. All investors were given
access to corporate books and records as well as the ability to ask
questions of the company's management. No general solicitation or
advertising was used in approaching the investors.
Mr. Sawchuk and Ms. Simhon were each issued shares in reliance on the
exemption from registration set forth in Section 4(2) of the
Securities Act relating to sales by an issuer not involving any public
offering. Mr. Sawchuk, our President and Chairman of our Board of
Directors purchased his shares from the company for $2,000. Ms.
Simhon received her shares as payment for services rendered which we
valued at $5,000. Mr. Sawchuk and Ms. Simhon are sophisticated
investors who had access to corporate books and records as well as
either being involved in management of the company or having the
ability to ask questions of the company's management. All shares
issued under the private placement and all shares issued to Mr.
Sawchuk and Ms. Simhon have been and will remain restricted and may
not be transferred unless and until the effectiveness of this
registration statement or pursuant to another applicable exemption.
Date Name # of Shares Total Price
- -----------------------------------------------------------------
3/15/02 Ronald N. Sawchuk 3,000,000 2,000
6/3/02 Craig Lamb 20,000 1,000
6/3/02 Louis Hyatt 20,000 1,000
6/5/02 Joshua Stefanoff 4,000 200
6/5/02 Heather Garland 4,000 200
6/13/02 Carolyn Penn 3,000 150
6/13/02 Ken Smith 3,000 150
6/15/02 Stephen & Melissa Mish 30,000 1,500
6/15/02 Thomas Kavan 4,000 200
6/20/03 Monique Dumas 5,000 250
6/20.03 Rad Dumas 5,000 250
12/13/02 Kenneth Pollock 10,000 1,000
12/13/02 Karen Pollock 10,000 1,000
12/13/02 Leora Klein 6,000 600
12/13/02 Jeffrey Klein 6,000 600
12/13/02 Jane Newman 10,000 1,000
12/13/02 Irwin Newman 10,000 1,000
1/6/03 Maya Simhon 100,000 *
5/26/03 Mark Palestine 3,000 300
5/28/03 Dimitrios Sykokis 3,000 300
6/1/03 Robert McGrath 8,000 400
6/1/03 Anthony DeMeo 8,000 400
6/5/03 Reed Wallace 8,000 400
6/5/03 Erin Anderson 8,000 400
6/5/03 Tom Skeeba 8,000 400
6/5/03 Howard Ash 3,000 400
7/20/03 Vanessa Palestine 3,000 300
7/20/03 Nicholas Sawchuk 10,000 1,000
7/20/03 Tess Sawchuk 10,000 1,000
7/26/03 Brian Boilen 5,000 500
7/26/03 Pam Boilen 5,000 500
7/28/03 Courtney Roberts 10,000 1,000
7/28/03 Jo Lenox 2,500 250
8/1/03 Bob Ferguson 3,000 300
* issued for services rendered
ITEM 27. EXHIBITS
Exhibit Number Description
- -------------- -----------
3.1 Articles of Incorporation of Golf Travel Promotions, Inc
3.2 Bylaws of Golf Travel Promotions, Inc
3.3 Specimen certificate of the Common Stock of Golf Travel
Promotions, Inc.
5.1 Opinion of Law Office of L.Van Stillman, PA as to legality of
securities being registered
23.1 Consent of Webb & Company, P.A.
23.2 Consent of Law Office of L. Van Stillman, PA
(included in Exhibit 5.1)
ITEM 28. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and as expressed in the Act
and is, therefore, unenforceable.
The Company hereby undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
i. Include any prospectus required by Section 10(a)(3) of
the Securities Act;
ii. Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental
change in the information in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus wiled with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
iii. Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(4) For determining any liability under the Securities Act,
treat the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Company under
Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part
of this registration statement as of the time the Commission
declared it effective.
(5) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities
offered in the registration statement, and that offering of the
securities at that time as the initial bona fide offering of
those securities.
(6) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to our
directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised by the
Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by us of expenses incurred or paid by one of
our directors, officers or controlling persons in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
Signatures
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable ground to believe that it
meets all of the requirements for filing on Form SB-2 and authorized
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boca Raton
state of Florida, on August 27, 2003.
GOLF TRAVEL PROMOTIONS, INC.
By: /s/ Ronald N. Sawchuk
-----------------------
Ronald N. Sawchuk
Principal Executive Officer, President,
Principal Financial Officer and Director
In accordance with the requirements of the Securities Act of 1933,
this registration statement has been signed by the following person in
the capacities indicated on August 27, 2003.
/s/ Ronald N. Sawchuk Principal Executive Officer, President,
- ----------------------- Principal Financial Officer and Director
Ronald N. Sawchuk