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Re: None

Wednesday, 01/11/2006 9:00:26 PM

Wednesday, January 11, 2006 9:00:26 PM

Post# of 71
From latest 10Q, company is getting up to date on their filings IMO

In the past the Company has not filed on a timely basis certain of its quarterly Forms 10-QSB and annual Form 10-KSB with the Securities Exchange Commission (SEC) within the required due dates. This, under Section 404 of the Sarbanes Oxley Act, constitutes a deficiency in internal controls over financial reporting. The Company seeks to implement a short and long term correction of these internal control deficiencies and believes it can make progress toward correction of these matters.

At June 30, 2003 and December 31, 2002, dividends in arrears on the 8% cumulative convertible preferred Series B stock were $1,456,575 and $1,406,575, respectively. Dividends on the Series C cumulative convertible preferred stock were declared and paid through December 31, 1996. At June 30, 2003 and December 31, 2002, dividends in arrears on the 10% cumulative convertible preferred Series C stock were $1,646,632 and $1,542,412, respectively. The Company has dedicated all available funds to support continuing operations of the Company until sufficient cash availability allows declaration and payment of dividends.

The Company’s primary focus for 2004-2005 will be to help its Pro Golf Discount storeowners increase sales, reduce operating costs, and become more profitable. The Company also plans to expand the Pro Golf Franchise Network in the United States and Internationally by signing new franchisees. In addition, the Company is also planning to open a minimum of one Company owned retail store as funds become available.

Effective August 30, 2005 Ajay Sports and its subsidiaries (Ajay party) announced the negotiated Mutual General Release of the debt owed by Ajay to Wells Fargo Bank. The outstanding balance of this debt was approximately $2.4 million, as of December 31, 2002, and interest had been accruing through August 30, 2005, the date of negotiated Mutual General Release. Ajay party paid $11,500 to Wells Fargo Bank, and agreed to transfer and quitclaim to Wells Fargo Bank all the rights and interests of the collateral, which included 156,719 common shares of Williams Controls, Inc stock (WMCO), in exchange for the mutual release and discharge of all claims involving Ajay party and Wells Fargo Bank. Financial statements for the period covered by this report do not reflect such subsequent event.

Long term notes payable of $694, 000 and $660,000 at June 30, 2003 and December 31, 2002, respectively, have been reclassified to current liabilities, under notes payable- related party for this period ended June 30, 2003, therefore both June 30, 2003 and December 31, 2002 balance sheets reflect such adjustments. Also, note payable to Thomas Itin in the amount of $5,783, 000 and $ 5,560,000 at June 30, 2003 and December 31, 2002, respectively, was reclassified from discontinued operations liabilities to notes payable-related party in both June 30, 2003 and December 31, 2002 balance sheets.



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