8-K/A 1 asga-8ka_11212001.txt AMENDED CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2001 (September 11, 2001) ASGA, INC. --------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 000-32611 88-0451101 ---------------------------- -------------------- ------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) file number) Identification No.) 660 South Hughes Boulevard Elizabeth City, NC 27909 ---------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (252) 331-1799 N/A -------------------------------------------------- (Former name or former address, if changes since last report) Copy of Communications to: Donald F. Mintmire Mintmire & Associates 265 Sunrise Avenue, Suite 204 Palm Beach, FL 33480 Phone:(561) 832-5696 Fax: (561) 659-5371 This Form 8-K/A amends the Form 8-K filed September 21, 2001. The purpose of this filing is to provide financial statements for American Senior Golf Association, Inc., a Delaware corporation and the pro forma financial information for the Company, as required by Item 7 of Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired. Pursuant to the requirements of Regulation S-X 210.3.05(b), the following are audited financial statements of American Senior Golf Association, Inc., a Delaware corporation. The registrant acquired all of the outstanding capital stock of such entity on September 11, 2001. INDEX TO FINANCIAL STATEMENTS Independent Auditors' Report.................................................F-2 Consolidated Balance Sheets..................................................F-3 Consolidated Statements of Operations........................................F-4 Consolidated Statements of Stockholders' Equity..............................F-5 Consolidated Statements of Cash Flows........................................F-6 Notes to Consolidated Financial Statements...................................F-7 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders American Senior Golf Association, Inc. Elizabeth City, North Carolina We have audited the accompanying balance sheets of American Senior Golf Association, Inc. as of December 31, 2000 and 1999, and the related statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Senior Golf Association, Inc. as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. /s/Durland & Company Durland & Company, CPAs, P.A. Palm Beach, Florida November 16, 2001 F-2

The accompanying notes are an integral part of the financial statements F-6

The accompanying notes are an integral part of the financial statements F-6

The accompanying notes are an integral part of the financial statements F-6

The accompanying notes are an integral part of the financial statements F-6 American Senior Golf Association, Inc. Notes to Consolidated Financial Statements (Information with respect to the six-month periods ended June 30, 2001 and 2000 is unaudited) (1) Summary of Significant Accounting Policies The Company American Senior Golf Association, Inc. conducts business from its office in Elizabeth City, North Carolina. The Company was organized under the laws of the State of Delaware on April 9, 1999. The financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the balance sheets and statements of operations for the years then ended. Actual results may differ from these estimates. Estimates are used when accounting for allowance for bad debts, collectibility of accounts receivable, amounts due to service providers, depreciation, litigation contingencies, among others. a) Revenue recognition The Company promotes professional golf tournaments. Revenue is recognized for financial statement purposes upon completion of each tournament. b) Net income per share, basic Net income per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. Net income per share, diluted, is not presented as no potentially dilutive securities are outstanding. c) Cash equivalents The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. At times during any year, there may be a concentration of cash at any one bank or financial institution in excess of insurance limits. d) Accounts receivable and allowance for bad debts Accounts receivable consists of receivables from tournament sponsors at June 30, 2001. e) Fixed assets Fixed assets are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets of generally five or ten years. Expenditures for maintenance and repairs are charged to operations as incurred. Depreciation expense was $3,948 and $833 for the years ended December 31, 2000 and 1999, respectively. Depreciation expense was $1,878 and $1,509 for the six months ended June 30, 2001 and 2000, respectively. F-7 American Senior Golf Association, Inc. Notes to Consolidated Financial Statements f) Unaudited interim consolidated financial statements The unaudited interim financial statements have been prepared without audit in accordance with generally accepted accounting principles. Pursuant to the rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted or condensed. In our opinion, the condensed interim consolidated financial statements include all adjustments necessary for a fair presentation of financial position and results of operations for the periods presented. The results of operations for the periods presented should not necessarily be considered indicative of operations for the full year. (2) Income Taxes Deferred income taxes (benefits) are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The Company had net operating loss carry- forwards for income tax purposes of approximately $1,182,000 expiring $48,000, $861,000 and $273,000 at December 31, 2019, 2020 and 2021, respectively. The amount recorded as deferred tax asset as of June 30, 2001 is approximately $473,000, which represents the amount of tax benefit of the loss carry-forward. The Company has established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations. (3) Stockholders' Equity The Company has authorized 100 shares of $1.00 per value common stock, with 100 shares issued and outstanding. These shares are owned by officers and employees of the Company. The shares were sold for $900 in cash. There are no other securities of the Company issued nor outstanding. (4) Commitments and Contingencies In the normal course of business, American Senior Golf Association, Inc. is subject to proceedings, lawsuits and other claims. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. While these matters could affect the operating results of any year when resolved in future periods and while there can be no assurance with respect thereto, management believes that after final disposition, any monetary liability or financial impact to American Senior Golf Association, Inc. would not be material to the annual financial statements. The Company leases its office space on a month-to-month basis. (5) Short-Term Debt In October 2000, the Company entered into a three-month loan from a local bank in an initial amount of $75,000. This note earns interest at a rate of prime plus 2%, and was due in January 2001. Interest is payable monthly. In October 2000, the Company entered into a $50,000 line of credit with another bank. This line bears interest at a rate of prime plus 1%, with interest payable monthly. Both of these credit facilities are personally guaranteed by the President of the Company. At September 30, 2001, the Company is in default on the three-month term loan. In November 2000, the Company entered into a two-year loan from a finance company in the amount of $75,000, which bore interest at a rate of approximately 33%. This loan called for monthly payments of $4,310.15. The Company made the first payment in December 2000, and failed to make the January, February and March 2001 payments. The lender filed suit in April 2001, even though another payment was made in April 2001. The lender obtained a judgment in May 2001. (6) Subsequent Events On September 11, 2001, the Company was sold by its stockholders to ASGA, Inc. in exchange for 16,321,750 shares of common stock of ASGA, Inc., a Nevada corporation. The acquisition is treated as a reverse merger, accounted for as a reorganization of American Senior Golf Association, Inc. F-8 INDEX TO PROFORMA FINANCIAL STATEMENTS Proforma Consolidated Balance Sheet..........................................F-2 Proforma Consolidated Statements of Operations...............................F-3 Notes to Proforma Consolidated Financial Statement..........................F-4

The accompanying notes are an integral part of these financial statements F-2

The accompanying notes are an integral part of the proforma financial statements F-3 ASGA, Inc. Notes to Proforma Consolidated Financial Statements (Unaudited) (1) Proforma Changes On September 11, 2001, the Company entered into a Share Exchange Agreement with American Senior Golf Association, Inc., a Delaware corporation. The business combination closed on September 11, 2001 and is a reverse merger, accounted for as a recapitalization of American Senior Golf Association, Inc. The Proforma statement of operations includes the six months ended June 30, 2001 for the Company and American Senior Golf Association, Inc. The Company issued 16,321,750 shares of common stock of the Company to complete this acquisition. (2) Proforma Adjustments (1) 16,321,750 shares of common stock valued at ($76,826) issued to effect the reverse merger. Consolidation: e) Eliminate investment in subsidiary, the Company's retained deficit and common stock of subsidiary. f) Eliminate pre-merger expenses. F-4 INDEX TO PROFORMA FINANCIAL STATEMENTS Proforma Consolidated Statements of Operations..............................F-2 Notes to Proforma Consolidated Financial Statement.........................F-3

The accompanying notes are an integral part of the proforma financial statements F-2 ASGA, Inc. Notes to Proforma Consolidated Financial Statements (Unaudited) (1) Proforma Changes On September 11, 2001, the Company entered into a Share Exchange Agreement with American Senior Golf Association, Inc., a Delaware corporation. The business combination closed on September 11, 2001 and is a reverse merger, accounted for as a recapitalization of American Senior Golf Association, Inc. The Proforma statement of operations includes the year ended December 31, 2000 for the Company and American Senior Golf Association, Inc. The Company issued 16,321,750 shares of common stock of the Company to complete this acquisition. (2) Proforma Adjustments (7) Eliminate pre-reverse merger expenses. F-3

[1] Incorporated herein by reference to the Company's Registration Statement on Form 10-SB filed April 30, 2001. [2] Incorporated herein by reference to the Company's Quarterly Report on Form 10QSB filed May 29, 2001. 17 [3] Incorporated herein by reference to the Company's Registration Statement on Form S-8 filed August 1, 2001. [4] Incorporated herein by reference to the Company's Current Report on Form 8-K filed September 21, 2001. [5] Incorporated herein by reference to the Company's Registration Statement on Form S-8 filed October 2, 2001. [6] Incorporated herein by reference to the Company's Current Report on Form 8-K filed November 9, 2001. [7] Incorporated herein by reference to the Company's Quarterly Report on Form 10QSB filed November 19, 2001. * filed herewith [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 18 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. ASGA, INC. (Registrant) Date: November 21, 2001 By: /s/ Tom Kidd ---------------------------------- Tom Kidd President, CEO and Director By: /s/ Vera L. Harrell --------------------------------- Vera L. Harrell Secretary 19

ASGA INC /NV 8-K/A