UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
--------------------- ---------------------
Commission File Number: 000-50283
Golf Two, Inc.
--------------
(Exact name of small business issuer as specified in its charter)
Delaware 04-3625550
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1521 West Orangewood Avenue, Orange, California 92868
--------------------------------------------------------------------------------
(Address of principal executive offices)
(714) 633-1400
--------------
(Issuer's Telephone Number)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of November 11, 2003, there were
7,418,336 shares of the issuer's $.001 par value common stock issued and
outstanding.
1
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
-----------------------------
GOLF TWO, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
September 30, December 31,
2003 2002
--------------------- ---------------------
(Unaudited)
ASSETS
Current assets -
cash and cash equivalents $ 5,234 $ 27,150
===================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities -
accounts payable $ 3,150 $ 7,000
--------------------- ---------------------
Stockholders' equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized;
no shares issued or outstanding - -
Common stock, $0.001 par value, 50,000,000 shares authorized;
7,418,336 issued and outstanding 7,418 7,418
Additional paid-in capital 151,507 150,607
Deficit accumulated during development stage (156,841) (137,875)
--------------------- ---------------------
Total stockholders' equity 2,084 20,150
--------------------- ---------------------
$ 5,234 $ 27,150
===================== =====================
The accompanying notes form an integral part of these financial statements.
2
GOLF TWO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
For the
For the For the period from
three months ended nine months ended March 15, 2001
-------------------------------- -------------------------------- (inception) to
Sept 30, 2003 Sept 30, 2002 Sept 30, 2003 Sept 30, 2002 Sept 30, 2003
-------------- --------------- --------------- --------------- ---------------
Net revenue $ - - $ - $ - $ -
General and administrative expenses 4,300 13,444 19,024 117,314 156,341
-------------- --------------- --------------- --------------- ---------------
Loss from operations (4,300) (13,444) (19,024) (117,314) (156,341)
Other income (expense):
Interest income 3 151 58 187 300
Interest expense - - - (200) (800)
-------------- --------------- --------------- --------------- ---------------
Loss before provision for income taxes (4,297) (13,293) (18,966) (117,327) (156,841)
Provision for income taxes - - - - -
-------------- --------------- --------------- --------------- ---------------
Net loss $ (4,297) $ (13,293) $ (18,966) $ (117,327) $ (156,841)
============== =============== =============== =============== ===============
Net loss available to common stockholders
per common share - basic and dilutive:
Loss per common share $ (0.00) $ (0.00) $ (0.00) $ (0.02) $ (0.03)
============== =============== =============== =============== ===============
Weighted average common shares
outstanding - basic and dilutive 7,418,336 7,418,336 7,418,336 7,418,336 6,065,820
============== =============== =============== =============== ===============
The accompanying notes form an integral part of these financial statements.
3
GOLF TWO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
Deficit
accumulated
Common stock Additional during Total
---------------------------- paid-in development stockholders'
Shares Amount capital stage equity (deficiency)
-------------- ------------ ------------ ---------------- --------------------
Balance at March 15, 2001, - $ - $ - $ - $ -
date of incorporation
Issuance of Founders Shares for
services at $0.01 per share
(March 2001) 2,325,000 2,325 - - 2,325
Additional paid-in capital - - 1,500 - 1,500
Net loss - - - (14,303) (14,303)
-------------- ------------ ------------ ---------------- --------------------
Balance at December 31, 2001 2,325,000 2,325 1,500 (14,303) (10,478)
Issuance of common stock for
services at $0.03 per share
(February 2002) 3,000,000 3,000 87,000 - 90,000
Issuance of common stock for cash
at $0.03 per share (April 2002) 2,093,336 2,093 60,707 - 62,800
Additional paid-in capital - - 1,400 - 1,400
Net loss - - - (123,572) (123,572)
-------------- ------------ ------------ ---------------- --------------------
Balance at December 31, 2002 7,418,336 7,418 150,607 (137,875) 20,150
Additional paid-in capital (unaudited) - - 900 - 900
Net loss (unaudited) - - - (18,966) (18,966)
-------------- ------------ ------------ ---------------- --------------------
Balance at September 30, 2003 (unaudited) 7,418,336 $ 7,418 $ 151,507 $ (156,841) $ 2,084
============== ============ ============ ================ ====================
The accompanying notes form an integral part of these financial statements.
4
GOLF TWO, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the
period from
For the For the March 15, 2001
nine months ended nine months ended (inception) to
September 30, 2003 September 30, 2002 September 30, 2003
-------------------- -------------------- ---------------------
Cash flows provided by (used for) operating activities:
Net loss $ (18,966) $ (117,327) $ (156,841)
-------------------- -------------------- ---------------------
Adjustments to reconcile net loss to net cash provided
by (used for) operating activities:
Non-cash issuance of common stock for services - 90,000 92,325
Non-cash additional paid-in-capital contributed 900 800 3,800
Increase (decrease) in liabilities:
Accounts payable (3,850) 2,563 3,150
Accounts payable-related party - (478) -
-------------------- -------------------- ---------------------
Total adjustments (2,950) 92,885 99,275
-------------------- -------------------- ---------------------
Net cash used for operating activities (21,916) (24,442) (57,566)
-------------------- -------------------- ---------------------
Cash flows provided by (used for) financing activities:
Proceeds from note payable-related party - - 10,000
Payments on note payable-related party - (10,000) (10,000)
Proceeds from issuance of common stock - 62,800 62,800
-------------------- -------------------- ---------------------
Net cash provided by financing activities - 52,800 62,800
-------------------- -------------------- ---------------------
Net increase (decrease) in cash (21,916) 28,358 5,234
Cash, beginning of period 27,150 - -
-------------------- -------------------- ---------------------
Cash, end of period $ 5,234 $ 28,358 $ 5,234
==================== ==================== =====================
Supplemental disclosure of cash flow information:
Income taxes paid $ - $ - $ -
==================== ==================== =====================
Interest paid $ - $ - $ -
==================== ==================== =====================
The accompanying notes form an integral part of these financial statements.
5
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
NATURE OF BUSINESS:
Golf Two, Inc. (the "Company") is currently a development
stage company under the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 7 and was incorporated under
the laws of the State of Delaware on March 15, 2001. The
Company plans to operate retail golf stores that will feature
indoor golf instruction and sell custom golf clubs throughout
California.
INTERIM FINANCIAL STATEMENTS:
The accompanying unaudited financial statements for the three
and nine months ended September 30, 2003 and 2002 include all
adjustments (consisting of only normal recurring accruals)
which, in the opinion of management, are necessary for a fair
presentation of the results of operations for the periods
presented. Interim results are not necessarily indicative of
the results to be expected for a full year. The unaudited
financial statements should be read in conjunction with the
audited financial statements included in Form SB-2/A, filed
with the Securities and Exchange Commission on May 8, 2003 for
the period from March 15, 2001 (inception) to December 31,
2002.
GOING CONCERN:
The accompanying unaudited financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate
continuation of the Company as a going concern. However, the
Company has no established source of revenue. This matter
raises substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and
classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.
Management intends to continue to raise additional financing
through joint venturing of projects, exchange of asset, debt
financing, equity financing or other means and interests which
it deems necessary with a view to moving forward and sustain a
prolonged growth in its strategy phases.
Management believes these steps will be sufficient to provide
the Company with the ability to continue in existence.
USE OF ESTIMATES:
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America 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 reported
periods.
6
(1)
RECENT ACCOUNTING PRONOUNCEMENTS:
During April 2003, the FASB issued SFAS 149 - "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities",
effective for contracts entered into or modified after June 30,
2003, except as stated below and for hedging relationships
designated after June 30, 2003. In addition, except as stated
below, all provisions of this Statement should be applied
prospectively. The provisions of this Statement that relate to
Statement 133 Implementation Issues that have been effective for
fiscal quarters that began prior to June 15, 2003, should
continue to be applied in accordance with their respective
effective dates. In addition, paragraphs 7(a) and 23(a), which
relate to forward purchases or sales of when-issued securities
or other securities that do not yet exist, should be applied to
both existing contracts and new contracts entered into after
June 30, 2003. The Company does not participate in such
transactions. However, the Company is evaluating the effect of
this new pronouncement, if any, and will adopt SFAS 149 within
the prescribed time.
During May 2003, the FASB issued SFAS 150 - "Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity", effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning
after June 15, 2003. This Statement establishes standards for
how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity.
It requires that an issuer classify a freestanding financial
instrument that is within its scope as a liability (or an asset
in some circumstances). Many of those instruments were
previously classified as equity. Some of the provisions of this
Statement are consistent with the current definition of
liabilities in FASB Concepts Statement No. 6, Elements of
Financial Statements.
7
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
RECENT ACCOUNTING PRONOUNCEMENTS, CONTINUED:
The Company is evaluating the effect of this new pronouncement
and will adopt SPAS 150 within the prescribed time.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities."Interpretation 46 changes the criteria
by which one company includes another entity in its consolidated
financial statements. Previously, the criteria were based on control
through voting interest. Interpretation 46 requires a variable
interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's
residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to
variable interest entities created after January 31, 2003. The
consolidation requirements apply to other entities in the first fiscal
year or interim period beginning after December 15, 2003. Certain of
the disclosure requirements apply in all financial statements issued
after January 31, 2003, regardless of when the variable interest
entity was established. The Company does not expect the adoption to
have a material impact on the Company's financial position or results
of operations.
(2) RELATED PARTY TRANSACTIONS:
Note Payable - Related Party
----------------------------
In April 2001, the Company entered into a $10,000 non interest-bearing
note with a stockholder. The note was due upon demand and repaid in
April 2002. For the nine months ended September 30, 2002, the Company
recorded interest expense of $200 on this note at 8% per annum as a
contribution to capital.
Office Expense
--------------
An officer of the Company provided office space to the Company at $100
per month on a month-to-month basis, which was recorded as a
contribution to capital. Total office expense for the three months
ended September 30, 2003 and 2002 amounted to $300, and total office
expense for the nine months ended September 30, 2003 and 2002 amounted
to $900 and $800, respectively (unaudited).
(3) SUBSEQUENT EVENT:
On November 4, 2003, the Company was loaned $50,000 by a stockholder
in exchange for a promissory note. The principal is due and payable
on November 4, 2008 with interest payable on the unpaid balance
at 4% per annum.
8
ITEM 2. PLAN OF OPERATIONS
---------------------------
THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.
THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. WE CANNOT GUARANTY
THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED
IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE
ANY SUCH FORWARD-LOOKING STATEMENTS.
CRITICAL ACCOUNTING POLICY AND ESTIMATES. Our Management's Discussion and
Analysis of Financial Condition and Results of Operations section discusses our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On an on-going basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions. The most significant accounting estimates inherent in
the preparation of our financial statements include estimates as to the
appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies are described at
relevant sections in this discussion and analysis and in the notes to the
consolidated financial statements included in the SB2/A filed May 8, 2003.
We incorporated in Delaware on March 15, 2001. We are a development stage
company and we plan to market and sell our goods and services by means of our
proposed website, www.golftwo.com. As of November 2003 we have engaged Pacific
Coast Consulting to develop our website. We anticipate that the cost for
developing our website will be approximately $17,500, and that our website will
be completed by the third quarter of 2004. We have not taken any other steps to
implement our business plan except for engaging this website consultant and
obtaining $50,000 in funding as described herein.
Once we have sufficient funds, as discussed below, we hope to initiate,
establish and operate retail golf stores which will feature indoor golf
instruction and custom golf clubs. Each retail location will offer custom-fitted
golf clubs, individualized to our customers' needs and marketed under the Golf
Two brand name. Golf instruction and training will be conducted on-site by
in-store staff under the direction of a professional at each store.
We anticipate that our retail stores will be approximately 5,000 square feet and
will include two virtual reality golf simulators, two computer swing analysis
systems and a club fitting analysis system. Private label and brand name golf
merchandise and related products will also be available for sale at each retail
store. We seek to promote the enjoyment of the game of golf by helping golfing
enthusiasts of all levels play better. Accordingly, we intend to offer indoor
golf training available and individualized, quality golf clubs and related
products to our clientele.
9
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002.
------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES. We have cash of $5,234 as of September 30,
2003. Our total assets were also $5,234 as of September 30, 2003. Our total
liabilities were $3,150 as of September 30, 2003, consisting only of accounts
payable. This is in comparison to December 31, 2002, where we had $27,150 in
cash, and total liabilities of $7,000, which were represented entirely by
accounts payable. We believe our cash is sufficient to pay our day to day
expenses for the next twelve months if we are able to begin implementing our
business plan as described herein.
OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. To effectuate our business
plan during the next twelve months, we plan to begin marketing our products and
services by means of our website and develop our brand image. We have been
focused on developing our brand name and have reserved the domain name
www.golftwo.com, though our website is not yet operational. Our operations to
date have been focused on engaging a website contractor, which we were able to
do by borrowing funds from one of our shareholders, and locating sources of
additional funding needed to implement our business plan. We have not taken any
other steps to implement our business plan to date. Our next step will be to
attempt to establish strategic relationships with providers of golf products. In
the next twelve months, we hope to accomplish the steps listed below to
implement our business plan:
o Complete development of our website to promote our brand name and services
and take product orders;
o Begin advertising by means of direct mail, flyers and magazine inserts to
develop brand name recognition;
o Engage golf pro / instructor staff;
o Explore possible suitable retail locations for our initial store ; and
o Explore debt financing options
10
As of November 2003 we have engaged Pacific Coast Consulting to develop our
proposed website, located at www.golftwo.com. We have already reserved the
domain name. We anticipate that the cost for developing our website will be
approximately $17,500, and that our website will be completed by the third
quarter of 2004. We hope to use our website to market our proposed selection of
customized golf clubs which we hope to obtain from local
independent golf retailers, such as golf pro shops located at golf courses.
During the time our web site is being developed, we plan to review the website
templates for each page of our website as they become available from our website
contractor. We also plan to begin marketing space on our website to potential
suppliers of golf equipment, which we hope to engage as "Community Members" on
our site. We propose to use mailers, telemarketing, search engines and other
media to promote our brand name among potential suppliers.
Before our website goes "live", we will allow potential suppliers or "Community
Members" to view these templates after they are uploaded to the privately
viewable version of our website as it is being constructed. During this phase,
we hope to conclude agreements with these potential suppliers for us to sell
their products on our website.
Also during the time our site is under construction, we also plan to locate the
specific golf shops, course pro shops and other potential suppliers whom we hope
to engage as part of our supplier base. Each potential supplier will be notified
of the terms and conditions of being one of our "Community Members" and how and
when they will be able to begin uploading their inventory to our site. We will
not go live with our site until we have engaged a minimum number of Community
Members. We believe that some of the marketing tools that we will be using to
attract "Community Members" are available at a nominal cost.
In addition to our proposed online "Community" we hope to utilize two
fulfillment companies to help us fulfill our internet orders. One of our
officers and directors owns fulfillment companies which will provide us with a
net discount once a volume of orders is established. We envision that these
companies will purchase, stock and finance all orders and a complete inventory
product line that will be available to customers online. We believe that this
will give us a very large product line with minimal capital outlay. We plan to
generate revenues from the commissions of everything sold from our site.
As our website is being launched, we intend to take steps to acquire and operate
from our first retail location, which we believe will require approximately
$475,000 in funding to lease a site and prepare it for retail operations. We are
continuing to locate additional funds sufficient to finance this proposed retail
location, though we have not yet been able to do so to date. Once we have
secured financing, we plan to enter into a lease for the premises we will use
for our retail location. Once the lease has been secured, we will arrange to
begin tenant improvements, begin vendor procurement for inventory, install
fixtures and equipment, hire and train employees, and undertake other necessary
efforts to begin operations. As of November 2003, we have identified two
potential locations and have begun discussions with the owners of these
properties, though we have not yet begun discussions regarding possible lease
terms. As of November 2003, we have also begun discussions with one of our
officers and directors, who is an architect, who we believe will assist us with
quantifying the costs of the tenant improvements that we would require,
depending on which of the two proposed premises are leased. In addition, we have
spoken with a tenant improvement specialist at Bickel Underwood Architect
located in Newport Beach, California as to the scope of this type of project.
We have cash of $5,234 as of September 30, 2003. In the opinion of management,
available funds will not satisfy our working capital requirements through the
next twelve months if we are to take additional steps to implement our business
plan. We believe that our expenses will significantly increase as we begin to
implement our business plan. Therefore, as of November 5, 2003, we have entered
into a promissory note for $50,000 with one of our shareholders, payable by
November 5, 2008, at the rate of 4% per year calculated yearly. These funds have
allowed us to engage a web developer, as we have no other source of revenues. We
estimate that our proposed website, our only potential source of revenue, will
not be operational until late 2004. Once we locate and begin developing our
first brick and mortar retail location, which we anticipate will not occur
before 2005, our funding needs will be significantly greater and we will require
additional sources of funding since we are not yet able to generate revenues
from operations. We do not currently have the funds we believe we need to open
our first retail location, but hope to raise an additional $475,000, the amount
we estimate we need to open our first retail location, within the next 12 to 18
months. We will need to raise this amount through borrowings and equity
financing since we have no other source of revenue. If we fail to raise this
amount by the end of 2004, we will focus our efforts on our internet operations
and website. Our forecast for the period for which our financial resources will
be adequate to support our operations involves risks and uncertainties and
actual results could fail as a result of a number of factors.
We are not currently conducting any research and development activities other
than the development of our website and do not anticipate conducting such
activities in the near future. Unless we raise funds to accommodate additional
expenditures, we do not anticipate that we will purchase any significant
equipment. In the event that we generate significant revenues and expand our
operations, then we may need to hire additional employees or independent
contractors as well as purchase or lease additional equipment. We do not
anticipate incurring expenses to hire a golf pro or instructor staff, at least
initially, in that we hope to engage such individuals on a fee-splitting or
commission basis.
Item 3. Controls and Procedures
-------------------------------
The Company maintains a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required to
be disclosed by the Company in the reports that it files or submits under the
Securities and Exchange Act of 1934, as amended, is accummulated and
communicated to management in a timely manner. The Company's Chief Executive
Officer and Chief Financial Officer have evaluated this system of disclosure
controls and procedures as of the end of the period covered by this report and
believe that the system is operating effectively to ensure appropriate
disclosure. There have been no changes in the Company's internal control over
financial reporting during the most recent period that have materially affected,
or are reasonably likely to materially affect the Company's internal control
over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
--------------------------
None.
ITEM 2. CHANGES IN SECURITIES.
------------------------------
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
----------------------------------------
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
----------------------------------------------------------
11
None.
ITEM 5. OTHER INFORMATION
--------------------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(a) Exhibits.
10. Promissory note dated November 5, 2003
31. Rule 13a-14(a)/15d-14(a) Certifications.
32. Section 1350 Certifications.
(b) Reports on Form 8-K
None.
12
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Golf Two, Inc.,
a Delaware corporation
November 11, 2003 By: /s/ David Bennett
---------------------------------
David Bennett
principal executive, accounting
and financial officer, president,
treasurer, and a director
13
Exhibit 31
Rule 13a-14(a)/15d-14(a) Certifications
---------------------------------------
I, David Bennett, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Golf Two,
Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation and
(c) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting , to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant`s internal control over financial reporting.
Date: November 11, 2003
/s/ David Bennett
----------------------
David Bennett
Chief Executive Officer and
Chief Financial Officer
14