As Filed With the Securities and Exchange Commission on September 8, 2005
Registration No.333-125956
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
2nd Amendment
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WESTCOAST GOLF EXPERIENCES, INC.
(Name of small business issuer in its charter)
Nevada 7999 20-2706319
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
#309 - 333 East 1st Street
North Vancouver, BC, Canada V7L 4W9
(604)988-1083
(Address and telephone number of principal executive offices)
Michael M. Kessler, Esq.,
3406 American River Drive
Sacramento, CA 95864
Phone: (916)239 4000
Fax: (916) 239 4008
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) 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(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. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Proposed
each Class Number Proposed Maximum
of Securities of Shares Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share(2) Amount(1) Fee
--------------------------------------------------------------------------------
Common Stock 1,000,000 $.025 $25,000 $2.95
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(1) This is an initial offering and no current trading market exists for our
common stock. The price paid for the currently issued and outstanding
common stock was valued at $.005 per share.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c).
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 Securities and Exchange Commission, acting
pursuant to such section 8(a), may determine.
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PROSPECTUS
WESTCOAST GOLF EXPERIENCES, INC.
1,000,000 SHARES OF COMMON STOCK
$.025 PER SHARE
This is the initial offering of Common stock of WestCoast Golf and no public
market exists for the securities being offered. WestCoast Golf is offering for
sale a total of 1,000,000 shares of its Common Stock on a "self-underwritten",
best efforts, all-or-none basis. The shares will be offered at a fixed price of
$.025 per share for a period not to exceed 180 days from the date of this
prospectus. There is no minimum number of shares required to be purchased. We
intend to open a standard bank checking account to be used only for the deposit
of funds received from the sale of shares in this offering. This offering is on
a best efforts, all-or-none basis, meaning if all shares are not sold and the
total offering amount is not deposited by the expiration date of the offering,
all monies will be returned to investors, without interest or deduction. See
"Use of Proceeds" and "Plan of Distribution".
WestCoast Golf is a development stage, start-up company and currently has no
operations. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase shares if you can afford a complete loss of
your investment.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY,
THE RISK FACTORS SECTION, BEGINNING ON PAGE 4.
Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved these securities, or determined if this
prospectus is current or complete. Any representation to the contrary is a
criminal offense.
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Offering Total
Price Amount of Underwriting Proceeds
Per Share Offering Commissions to Us
--------------------------------------------------------------------------------
Common Stock $.025 $25,000 $0 $25,000
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
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 WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, Dated , 2005
TABLE OF CONTENTS
Page No.
--------
SUMMARY OF PROSPECTUS. . . . . . . . . . . . . . . . . . . . . . . . . . 3
General Information about Our Company. . . . . . . . . . . . . . . . .3
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISKS ASSOCIATED WITH OUR COMPANY . . . . . . . . . . . . . . . . . . . . 4
RISKS ASSOCIATED WITH THIS OFFERING . . . . . . . . . . . . . . . . . . . 7
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
DETERMINATION OF OFFERING PRICE. . . . . . . . . . . . . . . . . . . . . .10
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES .. . . . . . . . . . . . . 10
PLAN OF DISTRIBUTION . . . . . . . . . . .. . . . . . . . . . . . . . . 12
Offering will be Sold by Our Officers and Directors . . . . . . . . 12
Terms of the Offering . . . . . . . . . . . . . . . . . . . . . . . 12
Deposit of Offering Proceeds . . . . . . . . . . . . . . . . . . . . 13
Procedures for and Requirements for Subscribing . . . . . . . . . . 13
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS. . . . . . . 13
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . .15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . .15
DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . 16
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
DESCRIPTION OF OUR BUSINESS. . . . . . . . . . . . . . . . . . . . . . . 17
General Information . . . . . . . . . . . . . . . . . . . . . . . . 17
Industry Background . . . . . . . . . . . . . . . . . . . . . . . . 17
Principal Products and Their Markets . . . . . . . . . . . . . . . . 18
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Distribution Methods . . . . . . . . . . . . . . . . . . . . . . . . 20
Status of Any Publicly Announced New Products . . . . . . . . . . . .20
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Sources and Availability of Products . . . . . . . . . . . . . . . . 20
Dependence on One or a Few Major Customers . . . . . . . . . . . . .21
Patents and Trademarks . . . . . . . . . . . . . . . . . . . . . . . 21
Need for Any government Approval of Principal Products . . . . . . . 21
Government and Industry Regulation . . . . . . . . . . . . . . . . . 21
Research and Development Activities . . . . . . . . . . . . . . . . .21
Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . 21
Employees and Employment Agreements . . . . . . . . . . . . . . . . 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. . . . . . . 22
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . 25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . .25
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. . . . . . . . . 26
INTEREST OF NAMED EXPERTS AND COUNSEL. . . . . . . . . . . . . . . . . . 28
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 28
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2
WESTCOAST GOLF EXPERIENCES, INC.
#309 - 333 EAST 1ST STREET
NORTH VANCOUVER, BC, CANADA V7L 4W9
SUMMARY OF PROSPECTUS
You should read the following summary together with the more detailed business
information, financial statements and related notes that appear elsewhere in
this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we," "us," and "our" are to WestCoast Golf.
GENERAL INFORMATION ABOUT OUR COMPANY
WestCoast Golf was incorporated in the State of Nevada on April 20, 2005. We
were formed to market a golf experience to participants in corporate golf events
and tournaments by incorporating CPGA (Canadian Professional Golf Association)
teaching professionals and computer aided swing analysis of the participant's
golf swing. Our president is a registered CPGA teaching professional. We will
offer golf packages which will include combinations of a short golf clinic
providing professional instruction on the driving range, putting green or sand
bunker, computer assisted swing analysis and a round of golf to provide
on-course instruction. Each golfer may also receive a personalized CD prepared
by our CPGA teaching professional that includes a brief swing analysis. We
initially plan to market our golf packages via our website, direct mail and
through relationships that our Director, Roger Arnet and our V.P. of Golf
Operations, Tyler Halls, have developed from their years of experience in the
golf industry.
We are a development stage company and have not yet opened for business or
generated any revenues. Our limited start-up operations have consisted of the
formation of our business plan, identification of our target market and the
accumulation of a list of potential clients. Per our business plan we anticipate
sales to begin in November 2005. Currently our President devotes approximately
20 hours a week to the company, and our V.P. of Golf Operations devotes 5 hours
per week. We will require the funds from this offering in order to fully
implement our business plan as discussed in the "Plan of Operation" section of
this prospectus. We have been issued a "substantial doubt" going concern opinion
from our auditors and our only asset is our cash balance of $10,000, consisting
of $10,000 generated from the issuance of shares to our director.
Our administrative offices are currently located at the residence of our
President, Roger Arnet, which he provides to us on a rent free basis at #309 -
333 East 1st Street, North Vancouver, BC, Canada V7L 4W9. We plan to use these
offices until we require larger space. Our registered statutory office is
located at 711 S. Carson Street, Suite 4, Carson City, Nevada 89701. Our fiscal
year end is April 30.
THE OFFERING
Following is a brief summary of this offering. Please see the Plan of
Distribution section for a more detailed description of the terms of the
offering.
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Securities Being Offered: 1,000,000 shares of common stock, par value $.001.
Offering Price per Share: $.025
Offering Period: The shares are being offered for a period not to
exceed 180 days. In the event we do not sell all
of the shares before the expiration date of the
offering, all funds raised will be promptly
returned to the investors, without interest or
deduction.
Net Proceeds to Our Company: $20,000
Use of Proceeds: We intend to use the proceeds to pay for offering
expenses and to expand our business operations.
Number of Shares Outstanding
Before the Offering: 2,000,000
Number of Shares Outstanding
After the Offering: 3,000,000
Our officers, directors, control persons and/or affiliates do not intend to
purchase any shares in this offering.
RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe are all of
the material risks involved if you decide to purchase shares in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
ROGER ARNET, THE PRESIDENT AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES
APPROXIMATELY 20 HOURS PER WEEK TO COMPANY MATTERS. TYLER HALLS, OUR VICE
PRESIDENT OF GOLF OPERATIONS CURRENTLY DEVOTES APPROXIMATELY 5 HOURS PER WEEK TO
COMPANY MATTERS. NEITHER OF OUR EMPLOYEES HAS ANY PUBLIC COMPANY EXPERIENCE.
BOTH ARE INVOLVED IN OTHER BUSINESS ACTIVITIES. THE COMPANY'S NEEDS COULD EXCEED
THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE THEY MAY HAVE. THIS COULD RESULT IN
THEIR INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR REMAINING A
START-UP COMPANY WITH NO REVENUES OR PROFITS.
Our business plan does not provide for the hiring of any additional employees
until sales will support the expense, which is estimated to be April 2006. Until
that time the responsibility of developing the company's business, the offering
and selling of the shares through this prospectus and fulfilling the reporting
requirements of a public company all fall upon Roger Arnet and Tyler Halls.
While Roger Arnet and Tyler Halls have business experience including management
and accounting, neither have experience in a public company setting, including
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serving as a principal accounting officer or principal financial officer. We
have not formulated a plan to resolve any possible conflict of interest with
their other business activities. Both Mr. Arnet and Mr. Halls intend to limit
their roles in their other business activities and devote full time services to
WestCoast Golf after we attain a sufficient level of revenue and are able to
provide officers' salaries per our business plan. In the event they are unable
to fulfill any aspect of their duties to the company we may experience a
shortfall or complete lack of sales resulting in little or no profits and
eventual closure of the business.
SINCE WE ARE A DEVELOPMENT STAGE COMPANY, HAVE GENERATED NO REVENUES AND LACK AN
OPERATING HISTORY, AN INVESTMENT IN THE SHARES OFFERED HEREIN IS HIGHLY RISKY
AND COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN
OUR BUSINESS PLANS.
Our company was incorporated in April 2005; we have not yet commenced our
business operations; and we have not yet realized any revenues. We have no
operating history upon which an evaluation of our future prospects can be made.
Based upon current plans, we expect to incur operating losses in future periods
as we incur significant expenses associated with the initial startup of our
business. Further, we cannot guarantee that we will be successful in realizing
revenues or in achieving or sustaining positive cash flow at any time in the
future. Any such failure could result in the possible closure of our business or
force us to seek additional capital through loans or additional sales of our
equity securities to continue business operations, which would dilute the value
of any shares you purchase in this offering.
WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS AND ARE TOTALLY DEPENDENT UPON THE
PROCEEDS OF THIS OFFERING TO FULLY FUND OUR BUSINESS. IF WE DO NOT SELL ALL OF
THE SHARES IN THIS OFFERING AND RECEIVE ALL OF THE PROCEEDS, WE WILL HAVE TO
SEEK ALTERNATIVE FINANCING TO COMPLETE OUR BUSINESS PLANS OR ABANDON THEM.
The only cash currently available is the cash paid by our founder for the
acquisition of his shares. In the event we do not sell all of the shares and
raise the total offering proceeds, there can be no assurance that we would be
able to raise the additional funding needed to implement our business plans or
that unanticipated costs will not increase our projected expenses for the year
following completion of this offering. Our auditors have expressed substantial
doubt as to our ability to continue as a going concern.
WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES, WHICH COULD RESULT IN A
TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.
We have not yet sold any of our golf services packages and have not yet
generated any revenues from operations. In order for us to continue with our
plans and open our business, we must raise our initial capital to do so through
this offering. The timing of the completion of the milestones needed to commence
operations and generate revenues is contingent on the success of this offering.
There can be no assurance that we will generate revenues or that revenues will
be sufficient to maintain our business. As a result, you could lose all of your
investment if you decide to purchase shares in this offering and we are not
successful in our proposed business plans.
OUR CONTINUED OPERATIONS DEPEND ON THE PUBLIC'S ACCEPTANCE OF OUR GOLF SERVICES
PACKAGES. IF THE PUBLIC DOESN'T FIND OUR GOLF SERVICES PACKAGES DESIRABLE AND
SUITABLE FOR PURCHASE AND WE CANNOT ESTABLISH A CUSTOMER BASE, WE MAY NOT BE
5
ABLE TO GENERATE ANY REVENUES, WHICH WOULD RESULT IN A FAILURE OF OUR BUSINESS
AND A LOSS OF ANY INVESTMENT YOU MAKE IN OUR SHARES.
The ability to develop golf service packages that the public finds desirable and
willing to purchase is critically important to our success. We cannot be certain
that the packages that we will be offering will be appealing to public and as a
result there may not be any demand for these packages and our sales could be
limited and we may never realize any revenues. In addition, there are no
assurances that if we alter or change our golf services packages in the future
that the public's demand for these new offering will develop and this could
adversely affect our business and any possible revenues.
THE LOSS OF THE SERVICES OF ROGER ARNET OR TYLER HALLS COULD SEVERELY IMPACT OUR
BUSINESS OPERATIONS AND FUTURE DEVELOPMENT OF OUR GOLF SERVICE PACKAGES, WHICH
COULD RESULT IN A LOSS OF REVENUES AND YOUR ABILITY TO EVER SELL ANY SHARES YOU
PURCHASE IN THIS OFFERING.
Our performance is substantially dependent upon the professional expertise of
our President, Roger Arnet and our Vice President of Golf Operations, Tyler
Halls. Both Mr. Arnet and Mr. Halls are members of the Canadian Professional
Golf Association (CPGA) and we are dependent on their abilities to develop and
market our golf service packages. If either of one of officers were unable to
perform their services due to injury, this loss of the services could have an
adverse effect on our business operations, financial condition and operating
results if we are unable to replace them with another individual qualified to
develop and market our golf services packages. The loss of their services could
result in a loss of revenues, which could result in a reduction of the value of
any shares you purchase in this offering.
THE GOLF SERVICES AND ACCESSORIES INDUSTRY IS HIGHLY COMPETITIVE. IF WE CAN NOT
DEVELOP AND MARKET A DESIRABLE OFFERING OF GOLF SERVICES PACKAGES THAT THE
PUBLIC IS WILLING PURCHASE, WE WILL NOT BE ABLE TO COMPETE SUCCESSFULLY, OUR
BUSINESS MAY BE ADVERSELY AFFECTED AND WE MAY NEVER BE ABLE TO GENERATE ANY
REVENUES.
The golf services and accessories industry is intensely competitive and
fragmented. We will compete against a number of large well-established companies
with greater name recognition, a more comprehensive offering of products and
services, and with substantially larger resources than ours; including financial
and marketing. In addition to these large competitors there are numerous smaller
operations that have developed and are marketing golf services and accessories.
Our competitors include, by way of example, Westwood Plateau Golf Academy, Brent
Morrison Golf Academy, golfhelp.com, V1golf.com, golfcoachinc.com and
perfectimpact.com. There can be no assurance that we can compete successfully in
this complex and changing market. If we cannot successfully compete in this
highly competitive industry, we may never be able to generate revenues or become
profitable. As a result, you may never be able to liquidate or sell any shares
you purchase in this offering.
THERE ARE NO SUBSTANTIAL BARRIERS TO ENTRY INTO THE GOLF SERVICES AND
ACCESSORIES INDUSTRY AND BECAUSE WE DO NOT CURRENTLY HAVE ANY PATENT OR
TRADEMARK PROTECTION FOR OUR PROPOSED GOLF SERVICE PACKAGES, AND WE ARE ALSO
UTILIZING GOLF SWING ANALYSIS SOFTWARE THAT IS NOT PROPRIETARY AND IS READILY
AVAILABLE FOR PURCHASE BY ANYONE, THERE IS NO GUARANTEE SOMEONE ELSE WILL NOT
6
DUPLICATE OUR IDEAS AND BRING THEM TO MARKET BEFORE WE DO, WHICH COULD SEVERELY
LIMIT OUR PROPOSED SALES AND REVENUES.
We believe our golf service packages are unique and desirable, however, we
currently have no patents or trademarks for our packages or brand name. As
business operations become established, we may seek such protection, however, we
currently have no plans to do so. Since we have no patent or trademark rights
unauthorized persons may attempt to copy aspects of our business, including our
web site design or functionality, golf service package information or marketing
materials. Any encroachment upon our corporate information, including the
unauthorized use of our brand name, the use of a similar name by a competing
company or a lawsuit initiated against us for infringement upon another
company's proprietary information or improper use of their trademark, may affect
our ability to create brand name recognition, cause customer confusion and/or
have a detrimental effect on our business. Litigation or proceedings before the
U.S. or International Patent and Trademark Offices may be necessary in the
future to enforce our intellectual property rights, to protect our trade secrets
and domain name and/or to determine the validity and scope of the proprietary
rights of others. Any such infringement, litigation or adverse proceeding could
result in substantial costs and diversion of resources and could seriously harm
our business operations and/or results of operations.
WEATHER CONDITIONS CAN AFFECT THE GOLF SERVICES INDUSTRY WHICH COULD REDUCE THE
AVAILABILITY OF OUR SERVICES AND LIMIT OUR PROPOSED SALES AND REVENUE.
Weather conditions such as rain, fog, frost, and snow may affect the time
available for the use of our services. For instance, in the Vancouver B.C. area
where we will begin operations, the average high and low temperatures for the
fall/winter months (September - February) are 40(degree)F to 50(degree)F
respectively with 17 wet days per month; spring months (March - May) are
41(degree)F and 57(degree)F respectively with an average of 14 wet days per
month, whereas the summer months (June - August) experience averages from
54(degree)F to 73(degree)F with an average of only 7 wet days per
month(www.bbc.co.uk/weather). Our competitors can be affected differently by
weather conditions depending on the location of their operations. If our
available days on the golf course are reduced, we may not be able to schedule
enough of our packages to be profitable, which could adversely affect our
operating results.
RISKS ASSOCIATED WITH THIS OFFERING:
THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK." THE
EFFECTIVE RESULT BEING FEWER PURCHASERS QUALIFIED BY THEIR BROKERS TO PURCHASE
OUR SHARES, AND THEREFORE A LESS LIQUID MARKET FOR OUR INVESTORS TO SELL THEIR
SHARES.
The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse), or in
transactions not recommended by the broker-dealer. For transactions covered by
7
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult for you to
resell any shares you may purchase, if at all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES. UNLESS WE ARE SUCCESSFUL IN SELLING ALL OF THE SHARES AND RECEIVING
ALL OF THE PROCEEDS FROM THIS OFFERING, WE MAY HAVE TO SEEK ALTERNATIVE
FINANCING TO IMPLEMENT OUR BUSINESS PLANS AND YOU WOULD RECEIVE A RETURN OF YOUR
ENTIRE INVESTMENT.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them through
our officers and director, who will receive no commissions. We will offer the
shares to our friends, relatives, acquaintances and business associates,
however, there is no guarantee that we will be able to sell any of the shares.
In the event we do not sell all of the shares before the expiration date of the
offering, all funds raised will be promptly returned to the investors, without
interest or deduction.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
There is presently no demand for our common stock and no public market exists
for the shares being offered in this prospectus. We plan to contact a market
maker immediately following the effectiveness of this Registration Statement and
apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB).
The OTCBB is a regulated quotation service that displays real-time quotes, last
sale prices and volume information in over-the-counter (OTC) securities. The
OTCBB is not an issuer listing service, market or exchange. Although the OTCBB
does not have any listing requirements per se, to be eligible for quotation on
the OTCBB, issuers must remain current in their filings with the SEC or
applicable regulatory authority. Market Makers are not permitted to begin
quotation of a security whose issuer does not meet this filing requirement.
Securities already quoted on the OTCBB that become delinquent in their required
filings will be removed following a 30 or 60 day grace period if they do not
make their required filing during that time. We cannot guarantee that our
application will be accepted or approved and our stock listed and quoted for
sale. As of the date of this filing, there have been no discussions or
understandings between WestCoast Golf Experiences Inc. or anyone acting on our
behalf with any market maker regarding participation in a future trading market
for our securities. If no market is ever developed for our common stock, it will
be difficult for you to sell any shares you purchase in this offering. In such a
case, you may find that you are unable to achieve any benefit from your
investment or liquidate your shares without considerable delay, if at all. In
addition, if we fail to have our common stock quoted on a public trading market,
your common stock will not have a quantifiable value and it may be difficult, if
not impossible, to ever resell your shares, resulting in an inability to realize
any value from your investment.
8
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired his shares at a cost of $.005 per share, a
cost per share substantially less than that which you will pay for the shares
you purchase in this offering. Accordingly, any investment you make in these
shares will result in the immediate and substantial dilution of the net tangible
book value of those shares from the $.025 you pay for them. Upon completion of
the offering, the net tangible book value of your shares will be $.008 per
share, $.017 less than what you paid for them.
WE WILL BE HOLDING ALL PROCEEDS FROM THE OFFERING IN A STANDARD BANK CHECKING
ACCOUNT UNTIL ALL SHARES ARE SOLD HOWEVER THERE IS NO GUARANTEE ALL OF THE FUNDS
WILL BE USED AS OUTLINED IN THIS PROSPECTUS.
All funds received from the sale of shares in this offering will be deposited
into a standard bank checking account until all shares are sold and the offering
is closed, at which time, the proceeds will be transferred to our business
operating account. We have committed to use the proceeds raised in this offering
for the uses set forth in the proceeds table. However, certain factors beyond
our control, such as increases in certain costs, could result in the company
being forced to reduce the proceeds allocated for other uses in order to
accommodate these unforeseen changes. The failure of our management to use these
funds effectively could result in unfavorable returns. This could have a
significant adverse effect on our financial condition and could cause the price
of our common stock to decline.
OUR DIRECTOR WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS,
WHICH MEANS AS A MINORITY SHAREHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN
MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER
RESELL ANY SHARES YOU PURCHASE IN THIS OFFERING.
After the completion of this offering, our executive officer and director will
own 66.6% of our common stock. Due to the controlling amount of his share
ownership, he will have a significant influence in determining the outcome of
all corporate transactions, including the election of directors, approval of
significant corporate transactions, changes in control of the company or other
matters that could affect your ability to ever resell your shares. His interests
may differ from the interests of the other stockholders and thus result in
corporate decisions that are disadvantageous to other shareholders.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE,
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the estimated $5,000 cost of this Registration
Statement to be paid from the proceeds of the offering. We plan to contact a
market maker immediately following the effectiveness of this Registration
Statement and apply to have the shares quoted on the OTC Electronic Bulletin
Board. To be eligible for quotation on the OTCBB, issuers must remain current in
their filings with the SEC. Market Makers are not permitted to begin quotation
of a security whose issuer does not meet this filing requirement. Securities
already quoted on the OTCBB that become delinquent in their required filings
will be removed following a 30 or 60 day grace period if they do not make their
required filing during that time. In order for us to remain in compliance we
will require future revenues to cover the cost of these filings, which could
9
comprise a substantial portion of our available cash resources. If we are unable
to generate sufficient revenues to remain in compliance it may be difficult for
you to resell any shares you may purchase, if at all.
USE OF PROCEEDS
When all the shares are sold the gross proceeds from this offering will be
$25,000. We expect to disburse the proceeds from this offering in the priority
set forth below, within the first 12 months after successful completion of this
offering:
Total Proceeds $25,000
Less Estimated Offering Expenses of:
Legal and Professional $ 1,900
Accounting and auditing $ 2,500
Transfer Agent Fees $ 500
Printing $ 100
-------
Proceeds to Us: $20,000
-------
Advertising and Marketing 7,300
Website design 1,000
Equipment 3,500
Accounting, Auditing and Legal 5,000
Office and Administration 1,500
Working Capital 1,700
-------
Total Net Proceeds $20,000
=======
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price we took into
consideration our capital structure and the amount of money we would need to
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of our securities.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
As of April 30, 2005, the net tangible book value of our shares was $4,955 or
approximately $.00248 per share, based upon 2,000,000 shares outstanding.
10
Upon completion of this Offering, but without taking into account any change in
the net tangible book value after completion of this Offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$25,000, less offering expenses of $5,000, for a total net proceeds to us of
$20,000, the net tangible book value of the 3,000,000 shares to be outstanding
will be $24,955, or approximately $.008 per Share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (2,000,000 shares)
will be increased by $.0006 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.025 per Share) of $.017 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.008 per share, reflecting an immediate reduction in the
$.025 price per share they paid for their shares.
After completion of the offering, the existing shareholder will own 66.6% of the
total number of shares then outstanding, for which he will have made a cash
investment of $10,000, or $.005 per Share. Upon completion of the offering, the
purchasers of the shares offered hereby will own 33.3% of the total number of
shares then outstanding, for which they will have made a cash investment of
$25,000, or $.025 per Share.
The following table illustrates the per share dilution to the new investors and
does not give any effect to the results of any operations subsequent to April
30, 2005:
Price Paid per Share by Existing Shareholder $ .005
Public Offering Price per Share $ .025
Net Tangible Book Value Prior to this Offering $ .00248
Net Tangible Book Value After this Offering $ .008
Increase in Net Tangible Book Value per Share Attributable
to cash payments from purchasers of the shares offered $ .0006
Immediate Dilution per Share to New Investors $ .017
The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per Share
paid by our existing stockholder and by new investors in this offering:
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing
Stockholder $.005 2,000,000 66.6% $10,000
Investors in
This Offering $.025 1,000,000 33.3% $25,000
11
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTOR
This is a self-underwritten offering. This Prospectus is part of a Prospectus
that permits our officers and director to sell the Shares directly to the
public, with no commission or other remuneration payable to them for any Shares
they sell. There are no plans or arrangements to enter into any contracts or
agreements to sell the Shares with a broker or dealer. Roger Arnet, our officer
and director, and Tyler Halls, our V.P. of Golf Operations, will sell the shares
and intend to offer them to friends, family members and business acquaintances.
In offering the securities on our behalf, they will rely on the safe harbor from
broker dealer registration set out in Rule 3a4-1 under the Securities Exchange
Act of 1934.
They will not register as broker-dealers pursuant to Section 15 of the
Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth
those conditions under which a person associated with an Issuer may participate
in the offering of the Issuer's securities and not be deemed to be a
broker-dealer.
a. Neither our officers nor our director are subject to a statutory
disqualification, as that term is defined in Section 3(a)(39)of the
Act, at the time of his participation; and
b. Neither our officers nor our director will be compensated in
connection with their participation by the payment of commissions or
other remuneration based either directly or indirectly on transactions
in securities; and
c. Neither our officers nor our director are, or will be at the time of
his participation in the offering, an associated person of a
broker-dealer; and
d. All of our officers and our director meet the conditions of paragraph
(a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A)
primarily perform, or are intended primarily to perform at the end of
the offering, substantial duties for or on behalf of our company,
other than in connection with transactions in securities; and (B) are
not brokers or dealers, or been associated persons of a broker or
dealer, within the preceding twelve months; and (C) have not
participated in selling and offering securities for any Issuer more
than once every twelve months other than in reliance on Paragraphs
(a)(4)(i) (a)(4)(iii).
Our officers, director, control person and affiliates of same do not intend to
purchase any shares in this offering.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.025 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
12
This offering will commence on the date of this prospectus and continue for a
period not to exceed 180 days (the "Expiration Date").
DEPOSIT OF OFFERING PROCEEDS
This is a "best efforts", "all or none" offering and, as such, we will not be
able to spend any of the proceeds unless and until all shares are sold and all
proceeds are received. We intend to hold all monies collected for subscriptions
in a separate bank account until the total amount of $25,000 has been received.
At that time, the funds will be transferred to our business account for use in
the implementation of our business plans. In the event the offering is not sold
out prior to the Expiration Date, all monies will be returned to investors,
without interest or deduction.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or
certified funds to us. Subscriptions, once received by the company, are
irrevocable. All checks for subscriptions should be made payable to WestCoast
Golf Experiences, Inc.
LEGAL PROCEEDINGS
We are not involved in any pending legal proceeding nor are we aware of any
pending or threatened litigation against us.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors of the corporation are elected by the stockholders to a term of one
year and serve until a successor is elected and qualified. Officers of the
corporation are appointed by the Board of Directors to a term of one year and
serves until a successor is duly appointed and qualified, or until he or she is
removed from office. The Board of Directors has no nominating, auditing or
compensation committees.
The name, address, age and position of our officers and director is set forth
below:
Name and Address Age Position(s)
---------------- --- -----------
Roger Arnet 38 President, Secretary,
#309 - 333 East 1st Street Chief Financial Officer,
North Vancouver, BC, Canada V7L 4W9 Director
Tyler Halls 30 V.P. of Golf Operations
#1009 - 63 Keefer Place
Vancouver, BC, Canada V6B 6N6
The persons named above have held their offices/positions since the inception of
our Company and are expected to hold said offices/positions until the next
annual meeting of our stockholders. The officers and director are our only
officers, director, promoters and control persons.
13
BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTOR
ROGER ARNET
April 2005 - Current, WestCoast Golf Experiences, Inc.
President, Chief Executive Officer, Secretary, Treasurer, Chief Financial
Officer, Principal Accounting Officer and Director
2000 - Current, Seymour Creek Golf Centre
CPGA Golf Teaching Professional
1993 - 1999, Pacific Northwest Salmon Products
President - Responsible for the Wholesale and Retail of pickled salmon products.
1990, Simon Fraser University
Graduated with a Bachelor of Arts with a Major in Communications
2001 - Current, Member of the Canadian Professional Golf Association
TYLER HALLS
April 2005 - Current, WestCoast Golf Experiences, Inc.
Vice President of Golf Operations
2001 - Current, Seymour Creek Golf Centre
CPGA Golf Teaching Professional
2001 - Current, Royal Towers
Store Manager - Beer and Wine store.
1993 - 2000, Taurus Golf Centre and Northern Pines Golf Course
CPGA Golf Teaching Professional
1994, Lethbridge Community College
Graduated with a 2-year Degree in Business Administration with a Major in Pro
Golf Management
1993 - Current, Member of the Canadian Professional Golf Association
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.
We intend to ensure to the best of our ability that all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners are complied with in a timely fashion.
14
EXECUTIVE COMPENSATION
Currently, our officers and our director receive no compensation for their
services during the development stage of our business operations.
The officers and director are reimbursed for any out-of-pocket expenses they
incur on our behalf. In the future, we may approve payment of salaries for
officers and directors, but currently, no such plans have been approved. We also
do not currently have any benefits, such as health or life insurance, available
to our employees.
Our officers and director are not party to any employment agreements.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Comp.
----------------------------- ---------------
Name and Consulting Other Annual
Position(s) Year Fees Bonus Comp. Awards Payouts
----------- ---- ---- ----- ----- ------ -------
Roger Arnet 2005 $0 None None None None
President, CEO,
and Director
Tyler Halls 2005 $0 None None None None
V.P. Golf Oper.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our director, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The table also reflects what the percentage of ownership
will be assuming completion of the sale of all shares in this offering, which we
can't guarantee. The stockholder listed below has direct ownership of his shares
and possesses sole voting and dispositive power with respect to the shares.
Name and No. of No. of Percentage of Ownership
Address of Shares Shares -----------------------
Beneficial Before After Before After
Owner Offering Offering Offering Offering
----- -------- -------- -------- --------
Roger Arnet 2,000,000 2,000,000 100% 66.6%
#309-333 E. 1st St
North Vancouver, BC
Canada V7L 4W9
All Officers and
Directors as a Group 2,000,000 2,000,000 100% 66.6%
15
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 2,000,000 shares have been issued to the existing stockholder, all of
which are held by our sole director and are restricted securities, as that term
is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Act. Under Rule 144, such shares can be publicly sold, subject to volume
restrictions and certain restrictions on the manner of sale, commencing one year
after their acquisition. Any sale of shares held by the existing stockholder
(after applicable restrictions expire) and/or the sale of shares purchased in
this offering (which would be immediately resalable after the offering), may
have a depressive effect on the price of our common stock in any market that may
develop, of which there can be no assurance.
Our principal shareholder does not have any plans to sell his shares at any time
after this offering is complete.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $.001 per share. The holders of our common stock (i) have equal ratable
rights to dividends from funds legally available therefore, when, as and if
declared by our Board of Directors; (ii) are entitled to share in all of our
assets available for distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs; (iii) do not have preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in such event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, the
present stockholder will own 66.6% of our outstanding shares and the purchasers
in this offering will own 33.3%.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
INDEMNIFICATION
Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
16
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, 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, 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 one of our directors, officers, or controlling
person sin 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 is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
DESCRIPTION OF OUR BUSINESS
GENERAL INFORMATION
WestCoast Golf Experiences, Inc. was incorporated in the State of Nevada on
April 20, 2005. We were formed to market golf packages to corporate clients for
their employees or customers. The company was incorporated by our director.
We are still in the development stage; have not yet commenced business
operations; and we have generated no revenues. In April 2005, we were issued an
opinion by our auditors that raised substantial doubt about our ability to
continue as a going concern based on our current financial position.
INDUSTRY BACKGROUND
Canada has the highest per capita golf participation in the world at 19.4%
according to the Royal Canadian Golf Association. Their 1996 and 2002 Golf
Participation Studies (rcga.org) provide the following demographics of the
industry in Canada:
There are 4.8 million golfers in Canada
The average age is 39 years old, the dominant age group being 35-44
The gender split is 68% male, 32% female
17
The household income of golfers is 25% higher than the Canadian average
25% of golfers play business-related games - among higher income earners
this increases to 35%
"Golf is the most popular form of recreation at corporate meetings", states
Event Marketer Magazine. "Many people believe that proficiency in golf, or at
least cheerful participation, is one key to achieving success in the corporate
world. A study by The New York Times (May 31, 1998) compared the golfing
abilities of corporate CEO's with the performance of their companies' stock and
concluded that the CEO's with the lowest handicaps were more likely to deliver
above-average returns to stockholders. To spend five hours with your peers or
your customers on a golf course is the ultimate quality time. You can learn more
about your golfing partners in five hours than in a month's worth of meetings
with them."
According to a recent study conducted by the Incentive Federation, the hottest
new trend in corporate entertaining is golf school. Golf & Meetings Magazine
(May 2001) reported that many corporations are also choosing golf school as a
team-building experience to reward and motivate employees.
PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS
Our golf packages will primarily take place at selected golf courses in the
Vancouver, B.C. area. Conceived by our CPGA teaching professionals our golf
packages combine the best of corporate golf, personalized professional
instruction and the latest in golf swing technique analysis technology.
Our target market for our packages is current golfers in the financial industry.
These would include individuals in investment banking, brokerage houses, mutual
funds, accounting firms, legal firms, and public companies. We plan to advertise
in local financial publications, develop marketing brochures for use in direct
mail campaigns and attend golf and financial trade shows and conventions. We
will also utilize our website at westcoastgolfexperiences.com as a focal point
in our marketing efforts.
We plan to offer the following golf packages:
Package #1 $75* per golfer includes:
As a group, the participants receive a half hour lesson focusing on one
segment of the game held at the driving range, putting green or practice
bunker prior to the round of golf;
A Single club swing by each participant is digitally captured by our video
camera using the cSwing software;
Our CPGA teaching professional will then play along with the participants
for 18 holes and provide on-course pointers. There will be one CPGA
teaching professional per every 4 playing groups (approximately 12
participants). The CPGA teaching professional will rotate between the
different playing groups, playing 4-5 holes with each group;
After the event, our CPGA teaching professional will download the
participant's pre-game digitally captured golf swing and utilizing the
cSwing software, provide a brief (2-5 minute) analysis, both visually and
18
via vocal commentary. The CPGA teaching professional will burn individual
CD's for each participant with their analysis on it and deliver the CD's to
the event organizer to be distributed to the participant/client as a follow
up to the event.
* This fee does not include the cost of the golf course green fee (the cost to
play the 18 hole course).
Package #2 $1,000 per event includes:
Our client would be a Single Hole Sponsor for a large corporate golf
tournament (approximately 72-108 participants). Our CPGA teaching
professional would set up our digital video camera and equipment at the
Sponsored Hole and digitally capture each participant's golf swing when
they tee off on the designated hole. After the event, our CPGA teaching
professional will download the participant's digitally captured golf swing
and utilizing the cSwing software, provide a brief (2-5 minute) analysis,
both visually and via vocal commentary. The CPGA teaching professional will
burn individual CD's for each participant with their analysis on it and
deliver the CD's to the corporate hole sponsor to be distributed to the
participants as a follow up to the event.
Gift Certificates:
Gift certificates costing various amounts can be purchased for customized
versions of our packages, including combinations of:
A half hour lesson at the driving range, putting green or practice bunker;
Single club or multi club swing analysis utilizing the cSwing software and
our digital video camera and equipment, including visual and vocal
commentary on a CD;
An on-course instructional round of golf.
Our teaching professionals will utilize cSwing analysis software. cSwing is an
advanced video swing analysis program that captures video images from a digital
camcorder to a personal computer where it can be easily analyzed with drawing
and comparison tools. The analysis is then downloaded to CD format which can
then be played back on a clients PC using Windows Media Player.
EQUIPMENT
cSwing Software - We will be utilizing the cSwing Mega Bundle with Advanced
Capture and Multiple Camera Support. This software package will cost $289.
Computer - We will be utilizing a laptop computer with the following features:
Intel Pentium 4 or Pentium M processor; video card with a minimum of 64 MB
dedicated Random Access Memory (RAM); FireWire input/output; minimum of 512 MB
of RAM; a minimum of 120 gigabyte hard drive; CD/DVD reader and writer; and
Microsoft Office XP operating system. Laptops with the above features and
configurations are readily available from many manufactures and we anticipate it
will cost approximately $2,000.
Video Camera - We will be utilizing a DV or Digital 8 camcorder with a built in
FireWire connection and a minimum shutter speed of 1/1000. This setup will
19
provide a clear picture in most lighting conditions. There are many
manufacturers and models available that have these features; including Canon and
Sony. We anticipate that our camcorder will cost approximately $600.
Accessories - We will require a FireWire connection between the laptop computer
and the video camera. FireWire is readily available and we anticipate it will
cost approximately $50. We will require a Tripod to hold the video camera in
place and we anticipate it will cost $75. We will require a microphone and
anticipate that it will cost $75. We will require a video camera and accessory
bag and we anticipate that it will cost $75. We will require a "4 in one"
machine that can perform functions as a printer, fax, scanner and copier. We
anticipate that this machine will cost approximately $350.
DISTRIBUTION METHODS
We initially plan to market to companies in the financial industry, accounting
and legal firms, brokerage houses, investment banks and public companies.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS
We have not publicly announced any new products.
COMPETITION
We expect to face significant competition in the golf instruction industry. This
would include traditional instruction from golf professionals, golf academies
offered by golf clubs, companies that sell instructional videos, DVD's,
accessories and other training aids designed to assist golfers with their
technique. Many of these competitors have greater financial, marketing and other
resources, as well as more experience in the golf instruction industry.
We cannot guarantee that we will be able to compete effectively and because we
have not yet begun operations we do not have a competitive position relative to
these other companies. Our competitors include Westwood Plateau Golf Academy,
Brent Morrison Golf Academy, golfhelp.com, V1golf.com, golfcoachinc.com and
perfectimpact.com. Once we launch operations we hope to compete on the basis of
price, quality and personalized service. Our operations and our ability to
generate revenues will be harmed if we are unable to establish a reputation as a
provider of quality golf instruction.
SOURCES AND AVAILABILITY OF PRODUCTS
There are numerous public, semi-private and private golf courses in the greater
Vancouver region. We anticipate utilizing many different courses, but we would
suggest to our client, to host their golfing event at Mayfair Lakes Golf and
Country Club (http://www.golfbc.com/courses/mayfair_lakes). Mayfair Lakes is a
full length (6,641 yards) championship golf course with extensive practice
facilities including a large range, sand traps and a putting green. The course
is relatively flat, incorporates lakes into many holes and is quite spacious and
open. In addition, it has a large fully equipped clubhouse that the clients and
participants can utilize for their post golf activities. Another positive
feature with Mayfair Lakes is it is located 20 minutes from downtown Vancouver,
10 minutes from the Vancouver International Airport and is situated with easy
access from several major highways that will allow clients and participants to
20
travel to the course quickly and efficiently from downtown and surrounding
suburbs. We have also identified several other golf courses that have some of
these above listed features that we would also recommend. They include
University Golf Club (http://www.universitygolf.com), Morgan Creek Golf Club
(http://www.morgancreekgolf.com), Squamish Valley Golf Club
(http://www.squamishvalleygolf.com), and NorthView Golf and Country Club
(http://www.northviewgolf.com/).
Blank Compact Discs (CDs) are readily available from numerous computer shops
including Future Shop, Best Buy, and Costco. In addition, they can be purchased
from online stores including futureshop.ca, bestbuy.com and blankmedia.ca.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We feel that, because of the potential wide base of customers for our services,
we will not rely on one or few major customers.
PATENTS AND TRADEMARKS
We do not have, nor do we intend to apply for in the near future, any patents or
trademarks. We will assess the need for any patents or trademarks on a
continuing basis.
NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS
We do not require any government approval for our services.
GOVERNMENT AND INDUSTRY REGULATION
We will be subject to federal laws and regulations that relate directly or
indirectly to our operations including securities laws. We will also be subject
to common business and tax rules and regulations pertaining to the operation of
our business.
RESEARCH AND DEVELOPMENT ACTIVITIES
Other than time spent researching our proposed business we have not spent any
funds on research and development activities to date. We do not currently plan
to spend any funds on research and development activities in the future.
ENVIRONMENTAL LAWS
Our operations are not subject to any Environmental Laws.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
We currently have two employees, both of which are our executive officers,
namely, Roger Arnet and Tyler Halls. Roger Arnet currently devotes 20 hours a
week to our business and is responsible for the primary operation of our
business. Tyler Halls, currently devotes approximately 5 hours per week to the
company, but will be available to assist Mr. Arnet as and when needed. There are
no formal employment agreements between the company and our current employees.
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We have generated no revenue since inception and have incurred $5,045 in
miscellaneous expenses through April 30, 2005.
The following table provides selected financial data about our company for the
period from the date of incorporation through April 30, 2005. For detailed
financial information, see the audited financial statements included in this
prospectus.
Balance Sheet Data: 4/30/05
------------------- -------
Cash $10,000
Total assets $10,000
Total liabilities $ 5,045
Shareholders' equity $ 4,955
Other than the shares offered by this prospectus, no other source of capital has
been has been identified or sought. If we experience a shortfall in operating
capital prior to funding from the proceeds of this offering, our director has
verbally agreed to advance the company funds to complete the registration
process.
To date, we have never had any discussions with any possible acquisition
candidate nor do we have any intention of doing so.
We believe by having a registration statement in place it will be easier for us
to raise the funds necessary to continue implementing our business plan. We
believe investors are more comfortable investing in a company that intends to be
publicly traded rather than a privately held one. Management reviewed the
additional costs associated with being a public company and determined if we
prepared the required documents we could keep the costs to a minimum. Even as a
privately held company we would provide copies of our annual audited financials
to our shareholders. The quarterly reviewed financials and EDGAR filing fees
were determined to be minimal compared with the benefit of shareholder
confidence in the liquidity of their shares, though no public market currently
exists, and the ability of the company to obtain additional future financing if
necessary to expand operations.
PLAN OF OPERATION
GOING CONCERN
In April 2005 we were issued an opinion by our auditors that raised substantial
doubt about our ability to continue as a going concern based on our current
financial position.
PROPOSED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
The following milestones are estimates only. The working capital requirements
and the projected milestones are approximations only and subject to adjustment
based on costs and needs. Management estimates we will be able to complete the
registration process and offering by August 1, 2005. During the months preceding
that we will rely upon existing funds to sustain our minimal operations. Once
our funding is received we will proceed with the more cost intensive aspects of
22
our business plan such as purchasing computer equipment, advertising and website
launch. Our 12 month budget is based on minimum operations which will be
completely funded by the $25,000 (net of $20,000) raised through this offering.
If we begin to generate profits we will increase our sales activity accordingly.
We estimate sales to begin in November and reach a level to sustain daily
operations by April 2006. Because our business is client-driven, our revenue
requirements will be reviewed and adjusted based on sales. The costs associated
with operating as a public company are included in our budget. Management will
be responsible for the preparation of the required documents to keep the costs
to a minimum. We plan to complete our milestones as follows:
JUNE/JULY 2005
Management will concentrate on the completion of the Registration Statement and
utilize this time to also begin putting together a database of potential
customers. This will include assembling phone and fax numbers, email and postal
mailing addresses for our initial advertising efforts. We will also make
personal contact with known associates in both the golf and financial industries
to begin our advertising efforts via word of mouth. We will hire a website
designer to develop a preliminary website at www.westcoastgolfexperiences.com
that we will be able to provide a brief summary of our company and supply
potential clients with basic information and contact numbers (estimated cost is
$500).
AUGUST/SEPTEMBER 2005
Complete our offering. Purchase our cSwing golf swing analysis software
(estimated cost $289) and equipment which includes a laptop computer (estimated
cost $2,000), a digital video camcorder (estimated cost $600) and assorted
accessories including cables, tripod and "4 in 1" machine (estimated cost
($625). For further detail on the above equipment, please see the Equipment
section. Hire the website designer to expand the preliminary website at
www.westcoastgolfexperiences.com as well as provide search engine optimization
for our website domain (estimated cost $500).
OCTOBER/NOVEMBER 2005
We will design and print our initial brochure. The initial printing run will be
for 2,000 pieces at an estimated cost of $0.25 per 4-color tri-fold brochure
($500 total). Begin our direct mailing efforts targeting contacts in the
financial industry ($390 postal fees).
DECEMBER 2005/JANUARY 2006
Continue our direct mailing efforts targeting contacts in the financial industry
($390 postal fees). Begin advertising campaign in Vancouver and B.C. financial
publications, including Business in Vancouver where a 1/20 of page ad costs
approximately $300 per issue. Business in Vancouver is a weekly publication with
an estimated average weekly readership of 60,000 (www.biv.com).
FEBRUARY/MARCH 2006
We plan to attend and advertise our golf packages at the Vancouver Golf and
Travel Show in Vancouver, BC. The rental of a 10' x 10' booth is estimated to
remain at or near the 2005 show cost of $1,295. Our two current employees will
be responsible for setting up and manning the booth. We anticipate purchasing an
additional 2,000 brochures for use at the show and estimate the total cost of
attending the trade show to be $2,000.
23
APRIL/MAY 2006
We anticipate our sales will have reached a level that will sustain our business
operations and allow us to begin hiring additional employees if necessary and
compensate our officers and director for their time. At this time we have no
agreements or understandings regarding the amount of compensation for the
officers and director's participation.
CRITICAL ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure on
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of SFAS No. 107, management has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate carrying
value due to the short-term maturity of the instruments.
FEDERAL INCOME TAX
The Company has adopted the provisions of SFAS No. 109, Accounting for Income
Taxes. The Company accounts for income taxes pursuant to the provisions of the
Financial Accounting Standards Board Statement No. 109, "Accounting for Income
Taxes", which requires an asset and liability approach to calculating deferred
income taxes. The asset and liability approach requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities.
EARNINGS (LOSS) PER COMMON SHARE
The Company computes earnings (loss) per share in accordance with the provisions
of SFAS No. 128, "Earnings Per Share".
Basic earnings (loss) per share is computed on the basis of the weighted average
number of common shares outstanding during the period.
Diluted earnings (loss) per share is computed on the basis of the weighted
average number of common shares and dilutive securities outstanding during the
period. Dilutive securities having an anti-dilutive effect on diluted earnings
(loss) per share are excluded from the calculation.
Diluted loss per share is equal to basic loss per share as there are no dilutive
securities outstanding.
24
STOCK-BASED COMPENSATION
The Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.
COMPREHENSIVE INCOME
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and presentation of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is presented with the same prominence as other
financial statements. The Company does not have any assets requiring disclosure
of comprehensive income.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (Revised 2004), Share-Based
Payment ("SFAS 123(R)"), which requires the compensation cost related to
share-based payments, such as stock options and employee stock purchase plans,
be recognized in the financial statements based on the grant-date fair value of
the award. SFAS 123(R) is effective for all interim periods beginning after
December 15, 2005. Management does not believe that the adoption of this
standard will have a material impact on the Company's financial condition or
results of operations.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary
Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary
Transactions ("SFAS 153") SFAS 153 requires that exchanges of non-monetary
assets are to be measured based on fair value and eliminates the exception for
exchanges of non-monetary, similar productive assets, and adds an exemption for
non-monetary exchanges that do not have commercial substance. SFAS 153 will be
effective for fiscal periods beginning after June 15, 2005. Management does not
believe that the adoption of this standard will have a material impact on the
Company's financial condition or results of operations.
DESCRIPTION OF PROPERTY
We do not currently own any property. Our administrative offices are currently
located at the offices of our President, Roger Arnet, which he provides to us on
a rent free basis at #309-333 East 1st Street, North Vancouver, BC, Canada V7L
4W9. We consider our current principal office space arrangement adequate and
will reassess our needs based upon the future growth of the company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Roger Arnet is our sole director. Roger Arnet and Tyler Halls are the only
officers, promoters and affiliates of our company.
25
We are currently using the offices of Roger Arnet, an officer and director of
our Company, on a rent-free basis for administrative purposes. There is no
written lease agreement or other material terms or arrangements relating to said
arrangement.
On April 20, 2005, the Company issued 2,000,000 shares of its $0.001 par value
common stock to Mr. Roger Arnet, an officer and sole director of the Company in
exchange for cash in the amount of $10,000, or $0.005 per share.
We do not currently have any conflicts of interest by or among our current
officers, director, key employees or advisors. We have not yet formulated a
policy for handling conflicts of interest; however, we intend to do so upon
completion of this offering and, in any event, prior to hiring any additional
employees.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No public market currently exists for shares of our common stock. Following
completion of this offering, we intend to apply to have our common stock listed
for quotation on the Over-the-Counter Bulletin Board.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
26
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
REGULATION M
Our officers and director, who will offer and sell the Shares, are aware that
they are required to comply with the provisions of Regulation M promulgated
under the Securities Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes the officers and directors, sales agents, any
broker-dealer or other person who participate in the distribution of shares in
this offering 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.
REPORTS
We are subject to certain reporting requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountants,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.
27
STOCK TRANSFER AGENT
We do not have a stock transfer agent at this time.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our financial statement for the period from inception to April 30, 2005,
included in this prospectus has been audited by Dale Matheson Carr-Hilton
LaBonte, Chartered Accountants, #1300 - 1140 West Pender Street, Vancouver, B.C.
Canada V6E 4G1. We include the financial statements in reliance on their report,
given upon their authority as experts in accounting and auditing.
The law offices of Michael M. Kessler, Esq., 3406 American River Drive,
Sacramento, California 95864, has passed upon the validity of the shares being
offered and certain other legal matters and is representing us in connection
with this offering.
AVAILABLE INFORMATION
We have filed this registration statement on Form SB-2, of which this prospectus
is a part, with the U.S. Securities and Exchange Commission. Upon completion of
this registration, we will be subject to the informational requirements of the
Exchange Act and, in accordance therewith, will file all requisite reports, such
as Forms 10-KSB, 10-QSB and 8-KSB, proxy statements, under Sec.14 of the
Exchange Act, and other information with the Commission. Such reports, proxy
statements, this registration statement and other information, may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street N.W., Judiciary Plaza, Washington, D.C. 20549. Copies of all
materials may be obtained from the Public Reference Section of the Commission's
Washington, D.C. office at prescribed rates. You may obtain information
regarding the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The Commission also maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission at http://www.sec.gov.
FINANCIAL STATEMENTS
Our fiscal year end is April 30. We intend to provide financial statements
audited by an Independent Registered Public Accounting Firm to our shareholders
in our annual reports. The audited financial statements for the period from
inception, April 20, 2005, to April 30, 2005, immediately follow.
28
Letterhead of
Dale Matheson Carr-Hilton LaBonte
Chartered Accountants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of WestCoast Golf Experiences, Inc.
We have audited the balance sheet of WestCoast Golf Experiences, Inc. (a
development stage enterprise) as at April 30, 2005 and the statements of
operations, stockholders' equity and cash flows for the period from April 20,
2005 (inception) to April 30, 2005. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at April 30, 2005 and the
results of its operations and its cash flows and the changes in stockholders'
equity for the period from April 20, 2005 (inception) to April 30, 2005 in
accordance with generally accepted accounting principles in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is dependent on raising additional capital to
fund future operations and generating net profits from its planned business
operations raising substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ "Dale Matheson Carr-Hilton LaBonte"
CHARTERED ACCOUNTANTS
Vancouver, B.C.
May 31, 2005
F-1
WestCoast Golf Experiences, Inc.
(A Development Stage Enterprise)
Balance Sheet
April 30, 2005
--------------
A S S E T S
Current Assets
Cash $ 10,000
--------
Total Current Assets 10,000
--------
Total Assets $ 10,000
========
L I A B I L I T I E S
Current Liabilities
Accounts Payable and Accrued Liabilities $ 5,045
--------
Total Current Liabilities 5,045
--------
S T O C K H O L D E R S ' E Q U I T Y
Common Stock (Note 2)
75,000,000 authorized shares, par value $0.001
2,000,000 shares issued and outstanding 2,000
Additional Paid-in-Capital 8,000
Deficit accumulated during development stage (5,045)
--------
Total Stockholders' Equity 4,955
--------
Total Liabilities and Stockholders' Equity $ 10,000
========
Going Concern Contingency (Note 1)
The accompanying notes are an integral part of these financial statements.
F-2
WestCoast Golf Experiences, Inc.
(A Development Stage Enterprise)
Statement of Operations
April 20, 2005
(inception) to
April 30, 2005
--------------
REVENUES:
Revenues $ --
-----------
EXPENSES:
General and administrative expenses 5,045
-----------
NET LOSS FOR THE PERIOD $ (5,045)
===========
Basic Earnings (loss) Per Common Share $ (0.00)
===========
Weighted Average number of Common Shares Outstanding 2,000,000
===========
The accompanying notes are an integral part of these financial statements.
F-3
WestCoast Golf Experiences, Inc.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
For the period from April 20, 2005 (inception) to April 30, 2005
Deficit
Accumulated
Additional During the Total
$0.001 Paid-In Development Stockholders'
Shares Par Value Capital Stage Equity
--------- --------- --------- --------- ---------
Balance April 20, 2005 -- $ -- $ -- $ -- $ --
Stock Issued for cash at $0.005 per share 2,000,000 2,000 8,000 -- 10,000
Net loss for the period from April 20, 2005
(inception) to April 30, 2005 -- -- -- (5,045) (5,045)
--------- --------- --------- --------- ---------
Balance April 30, 2005 2,000,000 $ 2,000 $ 8,000 $ (5,045) $ 4,955
========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
F-4
WestCoast Golf Experiences, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
April 20, 2005
(inception) to
April 30, 2005
--------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss for the period $ (5,045)
Adjustments to reconcile net loss to net cash from
operating activities:
Accounts Payable 5,045
--------
Net Cash Used in Operating Activities --
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common Stock issued for cash, net 10,000
--------
Net Cash Provided by Financing Activities 10,000
--------
Net Increase in Cash 10,000
Cash Balance, Beginning of Period
--------
Cash Balance, End of Period $ 10,000
========
Supplemental Disclosures:
Cash Paid for interest $ --
========
Cash Paid for income taxes $ --
========
The accompanying notes are an integral part of these financial statements.
F-5
WestCoast Golf Experiences, Inc.
(A Development Stage Enterprise)
April 30, 2005
Notes to Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
WestCoast Golf Experiences, Inc. (the "Company") was incorporated under the laws
of the State of Nevada on April 20, 2005 for the purpose of marketing golf
packages to corporate clients for their employees or customers utilizing the
Company's teaching professionals and other computer aided instruction.
The Company has a total of 75,000,000 authorized shares with a par value of
$0.001 per share and 2,000,000 shares issued and outstanding as of April 30,
2005.
The Company has been in the initial organization stage since inception and has
no business assets nor current operating revenues. The Company's ability to
continue as a going concern is dependent on raising additional capital to fund
future operations and ultimately to attain profitable operations. Accordingly,
these factors raise substantial doubt as to the Company's ability to continue as
a going concern.
The Company is planning to file a form SB-2 Registration Statement in connection
with a planned prospectus offering of up to 1,000,000 shares of the Company's
common stock at a price of $0.025 per share for gross proceeds of $25,000.
The Company expects to satisfy its cash requirements for the next twelve months
with the current cash in the bank, proceeds from the planned offering and
advances from the Company's sole director if required.
BASIS OF PRESENTATION
These financial statements are presented in United States dollars and have been
prepared in accordance with United States generally accepted accounting
principles.
The Company's year end is April 30 with its initial period being from April 20,
2005 to April 30, 2005.
DEVELOPMENT STAGE ENTERPRISE
The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board ("FASB") Statement ("SFAS") No. 7. The Company is
devoting all of its present efforts to securing and establishing a new business.
Its planned principal operations have not commenced and accordingly, no revenue
has been derived during the organizational period.
F-6
WestCoast Golf Experiences, Inc.
(A Development Stage Enterprise)
April 30, 2005
Notes to Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of SFAS No. 107, management has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate carrying
value due to the short-term maturity of the instruments.
FEDERAL INCOME TAX
The Company has adopted the provisions of SFAS No. 109, Accounting for Income
Taxes. The Company accounts for income taxes pursuant to the provisions of the
Financial Accounting Standards Board Statement No. 109, "Accounting for Income
Taxes", which requires an asset and liability approach to calculating deferred
income taxes. The asset and liability approach requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities.
EARNINGS (LOSS) PER COMMON SHARE
The Company computes earnings (loss) per share in accordance with the provisions
of SFAS No. 128, "Earnings Per Share".
Basic earnings (loss) per share is computed on the basis of the weighted average
number of common shares outstanding during the period.
Diluted earnings (loss) per share is computed on the basis of the weighted
average number of common shares and dilutive securities outstanding during the
period. Dilutive securities having an anti-dilutive effect on diluted earnings
(loss) per share are excluded from the calculation.
Diluted loss per share is equal to basic loss per share as there are no dilutive
securities outstanding.
STOCK-BASED COMPENSATION
The Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.
F-7
WestCoast Golf Experiences, Inc.
(A Development Stage Enterprise)
April 30, 2005
Notes to Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
COMPREHENSIVE INCOME
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and presentation of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is presented with the same prominence as other
financial statements. The Company does not have any assets requiring disclosure
of comprehensive income.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (Revised 2004), Share-Based
Payment ("SFAS 123(R)"), which requires the compensation cost related to
share-based payments, such as stock options and employee stock purchase plans,
be recognized in the financial statements based on the grant-date fair value of
the award. SFAS 123(R) is effective for all interim periods beginning after
December 15, 2005. Management does not believe that the adoption of this
standard will have a material impact on the Company's financial condition or
results of operations.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary
Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary
Transactions ("SFAS 153") SFAS 153 requires that exchanges of non-monetary
assets are to be measured based on fair value and eliminates the exception for
exchanges of non-monetary, similar productive assets, and adds an exemption for
non-monetary exchanges that do not have commercial substance. SFAS 153 will be
effective for fiscal periods beginning after June 15, 2005. Management does not
believe that the adoption of this standard will have a material impact on the
Company's financial condition or results of operations.
NOTE 2 - COMMON STOCK
The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share.
As at April 30, 2005 and to date, the Company has not granted any stock options
and has not recorded any stock-based compensation.
A total of 2,000,000 shares of the Company's common stock were issued to the
founding and sole director of the Company pursuant to a stock subscription
agreement at $0.005 per share for total proceeds of $10,000.
F-8
WestCoast Golf Experiences, Inc.
(A Development Stage Enterprise)
April 30, 2005
Notes to Financial Statements
NOTE 3 - RELATED PARTIES
The Company currently has no significant related party transactions with any
related individuals or entities.
NOTE 4 - INCOME TAXES
The Company has net operating loss carry-forwards of approximately $5,000 which
may be available to offset against future taxable income. Due to the uncertainty
of realization of these loss carry-forwards, a full valuation allowance has been
provided for this deferred tax asset, financial statement purposes and tax
purposes.
F-9
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for directors, officers or controlling persons, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses incurred or (expected) relating to this Prospectus and distribution are
as follows:
Legal and Professional Fees $ 1,900
Accounting and auditing 2,500
Transfer Agent fees 500
Printing of Prospectus 100
-------
TOTAL $ 5,000
=======
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
On April 20, 2005, 2,000,000 shares of common stock were issued to Roger Arnet,
an officer and sole director, as founders' shares, in exchange for an aggregate
amount of $10,000, or $.005 per share. These securities were issued in reliance
upon the exemption contained in Section 4(2) of the Securities Act of 1933.
These securities were issued to a promoter of the company, bear a restrictive
legend and were issued to a non-US resident.
II-1
ITEM 27. EXHIBITS.
The following exhibits are included with this registration statement filing:
Exhibit
Number Description
------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
5 Opinion re: Legality*
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (See Exhibit 5)*
99 Subscription Agreement*
----------
* Included Previously
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
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 and high end of the estimated maximum offering
range may be reflected in the form of prospectus filed 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; and
(iii) Include any additional or changed material information on the plan of
distribution.
2. That, for the purpose of determining any liability under the Securities
Act, treat each post-effective amendment as a new registration statement of
the securities offered herein, and that the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
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3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
4. 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 small business issuer pursuant to the By-Laws of the
company, 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 Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or other control person
in connection with the securities being registered, we will, unless in the
opinion of our legal counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it 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 grounds 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 Province of British Columbia, Country of Canada.
September 7, 2005 WestCoast Golf Experiences, Inc., Registrant
By: /s/ Roger Arnet
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Roger Arnet, President, Secretary,
Treasurer, Chief Executive Officer,
Chief Financial Officer, and
Principal Accounting Officer
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