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 JUNE 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
incorporation or organization) Identification No.)
1537 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 July 30, 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
June 30, December 31,
2003 2002
--------------------- ---------------------
(Unaudited)
ASSETS
Current assets -
cash $ 10,081 $ 27,150
===================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities -
accounts payable $ 4,000 $ 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 151,207 150,607
Deficit accumulated during development stage (152,544) (137,875)
--------------------- ---------------------
Total stockholders' equity 6,081 20,150
--------------------- ---------------------
$ 10,081 $ 27,150
===================== =====================
The accompanying notes from 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 six months ended March 15, 2001
-------------------------------- -------------------------------- (inception) to
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002 June 30, 2003
-------------- --------------- --------------- --------------- ---------------
Net revenue $ - $ - $ - $ - $ -
General and administrative expenses 12,364 8,203 14,724 103,703 152,041
-------------- --------------- --------------- --------------- ---------------
Loss from operations (12,364) (8,203) (14,724) (103,703) (152,041)
Other income (expense):
Interest income 20 37 55 37 297
Interest expense - (200) - (200) (800)
-------------- --------------- --------------- --------------- ---------------
Loss before provision for income taxes (12,344) (8,366) (14,669) (103,866) (152,544)
Provision for income taxes - - - - -
-------------- --------------- --------------- --------------- ---------------
Net loss $ (12,344) $ (8,366) $ (14,669) $ (103,866) $ (152,544)
============== =============== =============== =============== ===============
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 3,577,747 7,418,336 5,378,352 5,206,391
============== =============== =============== =============== ===============
The accompanying notes from 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) - - 600 - 600
Net loss (unaudited) - - - (14,669) (14,669)
------------- ------------ ------------ ---------------- -------------------
Balance at June 30, 2003 (unaudited) 7,418,336 $ 7,418 $ 151,207 $ (152,544) $ 6,081
============= ============ ============ ================ ===================
The accompanying notes from 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
six months ended six months ended (inception) to
June 30, 2003 June 30, 2002 June 30, 2003
-------------------- -------------------- ---------------------
Cash flows provided by (used for) operating activities:
Net loss $ (14,669) $ (103,866) $ (152,544)
-------------------- -------------------- ---------------------
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 600 600 3,500
Increase (decrease) in liabilities:
Accounts payable (3,000) 2,563 4,000
Accounts payable-related party - (478) -
-------------------- -------------------- ---------------------
Total adjustments (2,400) 92,685 99,825
-------------------- -------------------- ---------------------
Net cash used for operating activities (17,069) (11,181) (52,719)
-------------------- -------------------- ---------------------
Cash flows provided by 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 (17,069) 42,019 10,081
Cash, beginning of period 27,150 - -
-------------------- -------------------- ---------------------
Cash, end of period $ 10,081 $ 42,019 $ 10,081
==================== ==================== =====================
Supplemental disclosure of cash flow information:
Income taxes paid $ - $ - $ -
==================== ==================== =====================
Interest paid $ - $ - $ -
==================== ==================== =====================
The accompanying notes from an integral part of these financial statements.
5
GOLF TWO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MARCH 15, 2001
(INCEPTION) TO JUNE 30, 2003 AND THE THREE AND SIX MONTHS
ENDED JUNE 30, 2003 AND 2002
(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 six months ended June 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
GOLF TWO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MARCH 15, 2001
(INCEPTION) TO JUNE 30, 2003 AND THE THREE AND SIX MONTHS
ENDED JUNE 30, 2003 AND 2002
(1) Summary of Significant Accounting Policies, Continued:
Comprehensive Income:
Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income," establishes standards for
the reporting and display of comprehensive income and its
components in the financial statements. For the three and six
months ended June 30, 2003 and 2002, the Company had no
items that represent other comprehensive income and,
therefore, has not included a Statement of Comprehensive
Income in the financial statements (unaudited).
Basic and Diluted Loss Per Share:
In accordance with SFAS No. 128, "Earnings Per Share," the basic
income (loss) per common share is computed by dividing net
income (loss) available to common stockholders by the weighted
average number of common shares outstanding. Diluted income
(loss) per common share is computed similar to basic income per
common share except that the denominator is increased to include
the number of additional common shares that would have been
outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. As of June 30,
2003, the Company did not have any equity or debt instruments
outstanding that can be converted into common stock (unaudited).
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 FASB 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
GOLF TWO, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MARCH 15, 2001
(INCEPTION) TO JUNE 30, 2003 AND THE THREE AND SIX MONTHS
ENDED JUNE 30, 2003 AND 2002
(1) Summary of Significant Accounting Policies, Continued:
Recent Accounting Pronouncements, Continued:
The Company is evaluating the effect of this new pronouncement
and will adopt FASB 150 within the prescribed time.
(2) Related Party Transactions:
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 June 30, 2003 and 2002 amounted to $300, and total office expense
for the six months ended June 30, 2003 and 2002 amounted to $600
(unaudited)
8
ITEM 2. PLAN OF OPERATION
--------------------------
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", "WILL", "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 them
consolidated financial statements included in our Quarterly Report on Form
10-QSB for the three months ended June 30, 2003.
We incorporated in Delaware on March 15, 2001. We are a development stage
company and we plan 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 six months ended June 30, 2003 and 2002.
------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES. We have cash of $10,081 as of June 30, 2003.
Our total assets were also $10,081 as of June 30, 2003. Our total liabilities
were $4,000 as of June 30, 2003. 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.
RESULTS OF OPERATIONS.
REVENUES. We have realized no revenues from inception on March 15, 2001 to June
30, 2003. We anticipate that we will generate revenues as we commence operations
and build our customer base.
OPERATING EXPENSES. For the six months ended June 30, 2003, our total expenses
were $14,724, which was represented solely by general and administrative
expenses. We also had $55 in interest income. Therefore, for the six months
ended June 30, 2003, we experienced a net loss of $14,669. This is in comparison
to the six months ended June 30, 2002, where we had expenses of $103,703 from
operations, which was represented solely by general and administrative expenses.
We also had $37 of interest income and $200 of interest expense, making our net
$103,866. Of that amount, $90,000 was represented by stock issued in exchange
for services. Operating expenses for the six months ended June 30, 2003 were
significantly lower than for the same period ended June 30, 2002, because during
that earlier period, we were incurring expenses for legal and accounting costs
to prepare and file our registration statement, and other initial expenses
associated with the inception of our business. For the period from inception on
March 15, 2001 through June 30, 2003, we experienced a net loss from operations
of $152,041, and we also had $297 in interest income and $800 in interest
expense, so that our net loss totaled $152,544.
For the three months ended June 30, 2003 and 2002.
--------------------------------------------------
RESULTS OF OPERATIONS.
REVENUES. We have realized no revenues from our inception on March 15, 2001
through the three months ended June 30, 2003.
OPERATING EXPENSES. For the three months ended June 30, 2003, our total expenses
were $12,364, which were represented by solely by general and administrative
expenses. We also had $20 in interest income. Therefore, for the three months
ended June 30, 2003, we experienced a net loss of $12,344. This is in comparison
to the three months ended June 30, 2002, where we had total expenses of $8,203,
also represented solely by general and administrative expenses. For the three
months ended June 30, 2002, we also had $37 in interest income and $200 in
interest expense, making our net loss $8,366.
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. Our operations to
date have been focused on developing our brand name and attempting 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.
---------------------------------------- ------------------------------------------- --------------------- ----------------------
Milestones Steps Needed Estimated Timeframe Estimated Cost
---------------------------------------- ------------------------------------------- --------------------- ----------------------
Complete development website to 1. Engage webmaster within next six $7,500
promote our brand name and services 2. Design webpage contents months
and take product orders 3. Deploy developed website
---------------------------------------- ------------------------------------------- --------------------- ----------------------
Advertising by means of direct mail, 1. Identify local areas to target to coincide with $5,000
flyers and magazine inserts media deployment of
to help develop brand name recognition 2. Design advertising content website
3. Arrange for distribution of
materials
---------------------------------------- ------------------------------------------- --------------------- ----------------------
Engage golf pro / instructor staff 1. Identify additional candidates within one month (no up-front costs:
if needed after website fee-split or pay
2. Negotiate terms of service deployment commissions from goods
3. Engage candidates sold)
---------------------------------------- ------------------------------------------- --------------------- ----------------------
Explore possible suitable retail 1. Identify suitable property by fourth quarter $2,000
locations for our initial store 2. Estimate purchase price or lease 2003
terms
---------------------------------------- ------------------------------------------- --------------------- ----------------------
Explore debt financing options 1. Identify potential lenders by fourth quarter $2,000
2. Prepare proposal and loan 2003
application
3. Submit completed application
---------------------------------------- ------------------------------------------- --------------------- ----------------------
10
We have cash of $10,081 as of June 30, 2003. In the opinion of management,
available funds will satisfy our working capital requirements through the next
twelve months. For the next twelve months, we anticipate that our day-to-day
expenses will be approximately $1,000 per month until and unless we secure our
first location. We believe that our expenses will significantly increase once we
begin renovating and developing our first location. 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 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
-------------------------------
(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed within 90 days of
the filing date of this report, our chief executive officer and the principal
financial officer concluded that our disclosure controls and procedures were
adequate.
(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.
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
----------------------------------------------------------
None.
ITEM 5. OTHER INFORMATION
--------------------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
None.
11
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
July 30, 2003 By: /s/ David Bennett
----------------------------------------
David Bennett
principal executive, accounting and
financial officer, president, treasurer,
and a director
12
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.
July 30, 2003
/s/ David Bennett
----------------------------
David Bennett
Chief Executive Officer and
Chief Financial Officer
13