| To: john who wrote (55) | 2/23/2001 9:39:30 AM | | From: CIMA | | | | IGALinks.com in Final Negotions With PlayGolfWeb, Inc.
IGALinks.com in Final Stages of Adding Much Needed Component in Creating National Events With
Innovative Participatory Fantasy Golf Theme
DANA POINT, Calif., Feb 23, 2001 (BUSINESS WIRE) -- Internet Golf Association
Inc. (OTCBB:IGAT), publisher of igalinks.com today announced that it
is in the final stages of negotiations with PlayGolfWeb, Inc., an
internet-integrated company with a product, which allows real world golfers to
select a professional as a partner and, through their virtual platform, create
an equitable competition regardless of golfer's ability, course difficulty and
course playing conditions.
Vince Castagnola, President & CEO of Internet Golf Association Inc. states, "It
is the ideal blending of the real world and online world for real world golfers.
Our events will make it possible for golfers of all ages and all playing
abilities to play with the pros." He goes on to describe it as, "Potentially the
world's largest Pro-Am scrambles event."
Details of the deal are still being negotiated, however both companies have a
common interest, mainly promoting the game of golf by bringing the Internet to
the real world.
About Internet Golf Association
Internet Golf Association is in the process of launching a premiere golf
Internet-integrated process whereby golfers will truly see the proper blending
of the Internet and the real world. This golfer's mega site, when completed,
will include a section for growing golf memberships and a golfing community,
dedicated to affording members the lowest prices on quality golf merchandise,
trips, and golf related virtual entertainment. www.IGALinks.com is not
one-dimensional. The operating philosophy is simple. Keep costs down and pass
the savings on to our golfing population and the membership of our partners.
Combine this with a strong marketing plan and efficient operating system; the
result will be the best possible use of today's technology.
Included in this release are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the Company believes that
the expectations reflected in such forward-looking statements will prove to have
been correct. The company's actual results could differ materially from those
anticipated in the forward-looking statements as a result of certain factors
including sales levels, distribution and competition trends and other market
factors.
CONTACT: Internet Golf Association, Dana Point
Vince C. Castagnola, 949/493-9546 |
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| To: john who wrote (55) | 4/23/2001 1:33:44 PM | | From: CIMA | | | | DISSOLUTION OF THE CORPORATION
The Company is out of money and cannot pay its bills. All fund raising
activities have been futile. Jack Johnson of Zenith Petroleum, a major
stockholder, has offered to clean up the Company' bills, settle the note payable
with Triton, settle the other outstanding debts, as well as to get the 10-KSB
filed and the next 10-QSB. All five founders of the Company will sign over all
but 1,000,000 shares each of their stock to Zenith Petroleum, plus issue enough
shares from unissued stock to give Zenith Petroleum a 51% interest in the
Company. If the Company does not act immediately it will not be able to operate
and file the 10-KSB or the upcoming 10-QSB. The Company counsel, Joseph Pittera
agreed that this was the only way to salvage the Company and uphold the
directors' fiduciary responsibility to all stockholders. It was agreed upon by
the Board of Directors to accept Zenith's proposal and fulfill all the
requirements as quickly as possible. The Company will rescind its merger with
Champion and spin off the IGA assets, then sell the shell to a new merger
candidate. |
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| To: john who wrote (55) | 7/13/2001 9:11:57 AM | | From: CIMA | | | | FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
0f 1934
Date of Report July 5, 2001
Internet Golf Association, Inc.
(Exact name of Registrant as specified in its charter)
................................................................................
Nevada 0-29015 84-0605867
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification)
P.O. Box 546, 8547 E. Arapaho Road, #J, Greenwood Village, Colorado 80112-1430
(Address of principal executive offices) (Zip Code)
(310) 328-3588
Registrant's telephone number, including area code
................................................................................
ITEM 1 Changes in Control of Registrant
Effective July 5, 2001 control of the Registrant was assumed by Zenith
Petroleum Corporation with principal address of 5766 South Ivy Street, Greenwood
Village, Colorado 80111. Control was assumed by agreement between management of
the Registrant, prior to their resignations, and Zenith Petroleum Corporation.
The basis for the change in control was the extreme financial status of the
Registrant, wherein Registrant was unable to raise further funds to meet its
ongoing obligations to creditors and had accumulated total debt of $679,154.00.
In exchange for Zenith Petroleum Corporation agreeing to begin direct payments
in full on Registrant's debts, negotiation of debt write-off, and payments of
debt at less than their fair value Registrant's management authorized the
issuance of 20,000,000 restricted shares of Registrant's stock to Zenith
Petroleum Corporation. Furthermore Vincent Castagnola, President of Registrant,
Kirk Zamzow, Chief Operating Officer of Registrant and Brian Walsh, a founder,
Phillip K. Roberts, and James Wabel of Internet Golf Advertising Corporation
caused the transfer to Zenith Petroleum Corporation of a further 9,163,520
shares.
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 thereunto duly authorized.
Internet Golf Association
Date: July 5, 2001 By: /s/ Patricia Johnston
----------------------------
President |
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| To: john who wrote (55) | 1/10/2002 1:30:00 PM | | From: CIMA | | | | 8-K: INTERNET GOLF ASSOCIATION INC
(EDGAR Online via COMTEX) --
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
January 2, 2002
Commission File Number: 000-29785
-----------------------------------
INTERNET GOLF ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
Nevada, U.S.A. 84-0605867 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
12835 East Arapahoe Road #600,
Greenwood Village, Colorado 80112
(Address of principal executive offices)
(303) 779-1900
(Issuer's telephone number, including area code)
None
(Former name, former address and former fiscal year,
if changed since last report)
Item 1. Changes in Control of Registrant
(a) Effective on December 18, 2001, The Registrant, Internet Golf Association, Inc., a corporation organized under the laws of the state of Nevada ("Internet Gulf") and Harbin Three Happiness Bioengineering Co., Ltd., a People's Republic of China limited liability company ("Harbin Bioengineering") reached an agreement whereby the Registrant acquired 100% of the outstanding securities of Harbin Bioengineering. The effective date of Internet Gulf's plan was December 18, 2001, and the combination of these entities was treated as a purchase for accounting purposes, with Harbin Bioengineering becoming a wholly-owned subsidiary of the Registrant on closing.
The source of the consideration used by the Harbin Bioengineering Stockholders to acquire their interest in the Registrant was the exchange of 100% of the outstanding securities of Harbin Bioengineering.
The principal terms of the acquisition plan were:
1. The Registrant acquired the Harbin Three Happiness Bioengineering Co., Ltd. in exchange for 8,538,943 shares of newly issued restricted common stock. At the closing, there were 10,000,017 post-acquisition outstanding shares of common stock of the reorganized Internet Gulf.
2. The Registrant, as a condition of the acquisition, converted existing outstanding debt held by Zenith Petroleum Corporation into 439,000 shares of common stock. Further, the Registrant converted all existing debt held by Triton Equities Fund into 100,000 shares of common stock.
3. The Registrant paid 160,000 shares of restricted common stock to Mid-Continental Securities Corp. for its services in arranging the acquisition transaction.
4. The Registrant paid the legal fees for all documentation through the close of the acquisition by issuing 39,000 shares in satisfaction of these fees, and agreed to engage in the services, under a 3-year contract, of the current President of Internet Gulf, Patricia Johnston, to facilitate the operations of the Company after the acquisition. Mrs. Johnston received 100,000 shares of stock for the entire 3-year consultancy term.
5. The resignation of the directors and executive officers of the Registrant upon closing and filing of this notice, and the appointment of Shujun Liu as Chairman of the Board of Directors and President.
6. Effective upon completion, the Registrant's articles of incorporation were amended to reflect the following: (i) the Registrant's authorized common stock was decreased from 100,000,000 shares to 20,000,000 shares; and (ii) The name of the Registrant was changed to American Oriental Bioengineering, Inc.
Prior to completion of the acquisition, there were 762,074 outstanding shares of the Registrant's common stock. Following the completion of the acquisition, there were 10,000,017 outstanding shares of the Registrant's common stock.
(b) (i) To the knowledge of management and based upon a review of the stock ledger maintained by the Registrant's transfer agent and registrar, the following table sets forth the beneficial ownership of persons who owned more than five percent of the Registrant's common stock following the closing of the acquisition, and the share holdings of the new members of management:
Name Position Held Shares Owned %
Shujun Liu President/Director 4,900,319 49.00
Jun Min Stockholder 1,206,228 12.06
Yanchun Li Stockholder 1,055,450 10.55
Zenith Petroleum Stockholder 856,768(1) 8.57
(1) This includes the 100,000 shares issued to Patricia
Johnston, who is the President of Zenith Petroleum.
Item 2. Acquisition or Disposition of Assets
(a) See Item 1.
The consideration exchanged under the acquisition was negotiated at "arms length," and the directors and executive officers of the Registrant used criteria used in similar uncompleted proposals involving the Registrant in the past, including the relative value of the assets of the Registrant in comparison to those of Harbin Bioengineering; Harbin Bioengineering's present and past business operations; the future potential of Harbin Bioengineering; its management; and the potential benefit to the stockholders of the Registrant. The directors determined that the consideration for the exchange was reasonable, under these circumstances.
No director, executive officer or five percent or more stockholder of the Registrant had any direct or indirect interest in Harbin Bioengineering or the Harbin Bioengineering stockholders prior to the completion of the acquisition.
(b) The Registrant is a successor to and intends to continue the business operations conducted and intended to be conducted by Harbin Bioengineering.
Currently, the only member of management for the Registrant is Mr. Shujun Liu who is the President, CEO, and Chairman of the Board of Directors of the Registrant.
Item 6. Resignation of Registrant's Directors.
Pursuant to the Registrant's Bylaws, the pre-acquisition directors and executive officers of the Registrant resigned and Mr. Shujun Liu is taking over as the new sole director of the Registrant effective on filing of this notice until new directors are appointed pursuant to the reorganization process.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 9, 2002
INTERNET GULF ASSOCIATION, INC.
/s/ Patricia Johnston
Patricia Johnston
President & Director
(c) 1995-2002 Cybernet Data Systems, Inc. All Rights Reserved
Received by Edgar Online Jan 02, 2002 |
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| To: john who wrote (55) | 1/15/2002 2:05:48 PM | | From: CIMA | | | | Internet Golf Association Announces It has Merged With Harbin Bioengineering, a Chinese Bio-Tech Company
NEW YORK, Jan 15, 2002 (BUSINESS WIRE) -- Effective on December 18, 2001, Internet Golf Association, Inc., (OTCBB:IGAI) a corporation organized under the laws of the state of Nevada ("Internet Golf") and Harbin Three Happiness Bioengineering Co., Ltd., a People's Republic of China limited liability company ("Harbin Bioengineering"), reached an agreement whereby the Internet Golf acquired 100% of the outstanding securities of Harbin Bioengineering and Harbin Bioengineering became a wholly-owned subsidiary of Internet Golf on closing.
The company being acquired is in the business of bioengineering and natural pharmaceuticals. Founded by Mr. Liu Shujun, the Chairman and President of the Company in 1994, Harbin Three-Happiness Bioengineering Co., Ltd. is a privately held entity. The company is engaged in the development and production of bioengineering products and Chinese medicine. Due to the distinctive competencies of the Company's employees and its inter-company synergies, the company is well-positioned to take advantage of the increased demand for traditional Chinese medicine, as well as the significant opportunities presented for marketing its newly developed products and has become a leading producer and developer of bioengineering products and Chinese medicine in China.
Since 1998, the company has focused on new product research which combines bio-technology and traditional Chinese medical technology and has developed 12 biotech products: Seaweed Iodine, Wen-Guan Fruit Kern Cream, Cease-Enuresis Capsule, soybean Peptide, Dairy Peptide, 10-HDA, edible purple colorings, and fish protein. A new product developed by the company, the soybean peptide anti-cancer medicine, is now in the process of clinical testing and was awarded as one of the major hi-tech projects in the China. The company's revenue increased 81% from USD 3.3 million in 1999 to USD 6 million in 2000. In 2000, the company's net profit was USD 1 million.
Headquartered in the city of Harbin, the company owns a biological pharmaceutical factory, a bio food-processing factory, and a biotech research institute. Each year, 6% of total revenue is allocated to research and development. To convert the research results into production, the company has set up a structure that combines production and research together. The company has 12 sales and marketing branches and over 1000 retail distributors around China.
The company has a total of 150 employees, over one-third of whom have advanced technical expertise. To support its sustained growth in the development of high-tech products, the company also cooperates with Medical Plants Research Institute under China Academy of Medical Sciences, Heilongjiang Chinese Medical University, Harbin University of Medical Sciences, Ocean Research Institute of China Academy of Sciences, Ecological Research Institute of China Academy of Sciences, all in bio-tech research and development. There are over 60 outside professors or experts in the fields of traditional Chinese medicine, marine bioengineering, food engineering, and chemistry associated with the company in its research and development in food engineering, clinics and chemistry, which ensures the company's leading position in China's biotech industry and also established a solid base for the company's further expansion.
This news release contains forward-looking statements. Actual results may differ materially from any forward looking statements contained in this news release due to a number of factors that could materially and adversely affect Internet Golf's business, financial condition, operating results and stock price. These factors are discussed in more detail in Internet Golf's filings with the Securities and Exchange Commission. The information contained in such discussions should be considered in evaluating Internet Golf's prospects and future financial performance.
CONTACT: Warner Technology & Investment Corp., New York
David Zhou, 212/938-2326
Fax: 973/495-8221
URL: businesswire.com
Today's News On The Net - Business Wire's full file on the Internet
with Hyperlinks to your home page.
Copyright (C) 2002 Business Wire. All rights reserved. |
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| To: john who wrote (55) | 8/15/2002 10:12:29 AM | | From: CIMA | | | | American Oriental Bioengineering, Inc. Announces Strong Second Quarter Sales Growth (prnews)
HARBIN, China, Aug. 15 /PRNewswire-FirstCall/ -- American Oriental Bioengineering, Inc. (OTC Bulletin Board: AOBO), a leading producer and developer of bioengineered products and Chinese medicine in China, today announced results for the second quarter ended June 30, 2002. All results are on a pro-forma basis and include the acquisition of all of the equity interest of Harbin Three Happiness Bioengineering Co., Ltd., which became effective on June 27, 2002.
For the three months ended June 30, 2002, revenues were US $2,388,436, an increase of US $774,493 or 48% from the corresponding period of the prior year. The increase was attributed primarily to increased selling and marketing efforts. Net income for the quarter decreased by $499,744 to a net loss of $185,835, or $0.02 per share, versus net income of $313,909, or $0.03 per share, in the prior year. Merger expenses totaling $589,824 were reported in the results for the most recent quarter.
For the six months ended June 30, 2002, revenues were US $4,772,914 million, an increase of 33% compared to revenues of US $3,593,089 million in the year earlier period. Net income and earnings per share in the first six months ended June 30, 2002 were US $610,428, or $0.06 per share, versus income of US $592,100, or $0.06 per share, for the corresponding period of the prior year. Weighted average common and equivalent shares outstanding were 10,141,017 million for each of the four periods reported.
As of June 30, 2002, the Company had a cash balance of $2,480,767 and a working surplus of $2,655,817. This compares with a cash balance of $322,777 and a working capital surplus of $685,162 for the corresponding period of the prior year. Net cash provided from operating activities increased by $855,852 to $1,178,629 from $322,777 for the six months ended June 30, 2002 as compared to the corresponding period of the prior year.
Since 1998, the Company has developed over twenty kinds of bio-technology products to support the Company's growth and to ensure the Company's market position. AOBO is a leader in natural protein peptide commercialization, and its proprietary technique of "Double Enzyme Extraction" (DEE) is employed in extracting fish protein-10 HAD. DEE processing of nutrients improves the extraction of enzymes, yielding 30% more enzymes than traditional extracting techniques. DEE is used in extracting the medicinal elements for several of the Company's products. DEE represents the highest level in extraction technique used in the Chinese compound medicine industry. AOBO distributes approximately 65% of its products in China, through over 1,000 hospitals directly and through l12 sales and marketing branches and over 1,000 independent retail distributors. The Company also derives 20% of its revenues in Korea, 5% in Japan and 10% in other Asian countries.
Tony Liu, President of AOBO, made the following comments concerning the Company's operations: "We are very pleased with our recent strong sales growth and the potential revenue opportunities presented by our recently completed merger. Although merger costs in the quarter ended significantly impacted our bottom line, we expect favorable results to accrue from the merger going forward. We have also made considerable recent progress in developing and test marketing additional nutritional products for Asia's large and growing health products markets. We are well-positioned to take advantage of the increased demand for traditional Chinese medicine, as well as the significant opportunities presented for marketing our newly developed bioengineered products internationally. Additionally, we are working to build foreign distribution agreements in order to commence sales in the U.S. and Europe."
About American Oriental Bioengineering, Inc.
American Oriental Bioengineering, Inc., formally known as Harbin Three-Happiness Bioengineering Co., Ltd. was founded in 1994. The Company has become a leading producer and developer of bioengineered products and Chinese medicine in China, and utilizes proprietary processes that give it advantages in the manufacture and formulation of some of its products. The Company is engaged in the development and production of nutritional products and Chinese medicine, and has proprietary processes that give it advantages in the manufacture and formulation of some of its products. Important relationships with Harbin University of Medical Sciences, the Ocean Research Institute of China Academy of Sciences and the Shenyang Ecological Research Institute of China Academy of Sciences support the creation of an evolving pipeline of new and improved products. The Company has a total of 150 employees, of which 70 are involved in sales and marketing and 20 are dedicated to research.
Safe Harbor Statement
Except for the historical statements made herein, the statements made in this release are forward-looking statements, including: "We are well-positioned to take advantage of the increased demand for traditional Chinese medicine, as well as the significant opportunities presented for marketing our newly developed bioengineered products internationally" and "we are working to build foreign distribution agreements in order to commence sales in the U.S and Europe." Risk factors that could cause actual results to differ materially from those projected in forward-looking statements include, but are not limited to, general business conditions, managing growth, and political and other business risks. Although the Company believes that the forward-looking statements contained herein are reasonable, it can give no assurance that the Company's expectations are correct. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risks and other factors detailed in the Company's reports filed with the Securities and Exchange Commission.
AMERICAN ORIENTAL BIOENGINEERING, INC.
(FORMERLY INTERNET GOLF ASSOCIATION, INC.)
CONSOLIDATED STATEMENTS OF INCOME
(United States Dollars)
Unaudited
Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
Sales $ 2,388,436 $ 1,613,943 $ 4,772,914 $3,593,089
Cost of Sales 974,735 749,269 1,876,436 1,617,300
Gross Profit 1,413,701 864,674 2,896,478 1,975,789
Selling & Administrative
Expense 242,771 116,755 435,580 230,348
Advertising 379,364 180,723 485,581 621,835
General & Administrative
Costs 251,533 66,488 424,722 198,104
Merger Costs 589,824 -- 589,824 --
Depreciation &
Amortization 115,403 105,634 217,134 176,464
Interest 23,260 22,913 46,518 46,506
Other (Income) Expense (72,523) (82) (72,523) --
Income (Loss) Before
Income Taxes (115,931) 372,243 769,642 702,532
Income Taxes 69,904 58,334 159,214 110,432
Net Income (Loss) $(185,835) $313,909 $610,428 $592,100
Basic & diluted net
income (loss) per
common share $ (0.02) $0.03 $0.06 $0.06
Basic & diluted
weighted average
common shares
outstanding 10,141,017 10,141,017(1) 10,141,017 10,141,017(1)
(1) Number of shares outstanding the day of the merger for comparison
only
AMERICAN ORIENTAL BIOENGINEERING, INC.
(FORMERLY INTERNET GOLF ASSOCIATION, INC.)
CONSOLIDATED BALANCE SHEET SUMMARY
(United States Dollars)
Unaudited
ASSETS
June 30, December 31,
2002 2001
CURRENT ASSETS
Cash and bank balances $ 2,480,767 $ 1,325,453
Trade receivables, net of provisions 1,588,649 1,089,572
Inventory 732,030 603,520
Payment for goods 766,290 565,931
Other 123,400 242,385
TOTAL CURRENT ASSETS 5,661,136 3,826,861
FIXED ASSETS, net of depreciation 3,899,616 4,043,301
OTHER ASSETS, net of amortization 763,119 813,253
TOTAL ASSETS $10,323,871 $ 8,683,415
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $901,677 $429,647
Prepayments for materials 297,790 278,982
Bank loans 1,445,783 1,445,783
Other 360,069 215,646
TOTAL CURRENT LIABILITIES 3,005,319 2,370,058
MEMBERS' EQUITY -- 6,313,357
SHAREHOLDERS' EQUITY 7,318,522 --
TOTAL EQUITY 7,318,522 6,313,357
TOTAL LIABILITIES & SHAREHOLDERS'
EQUITY $10,323,871 $8,683,415
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SOURCE American Oriental Bioengineering, Inc.
CONTACT: Investor - Harvey Goralnick of FOCUS Partners LLC, +1-212-752-9445, aobo@focuspartners.com, for American Oriental Bioengineering, Inc.
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