General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Golf Entertainment, Inc. / Ronald G. Farrell 6 23K
2: EX-99.(A) Proxy Agreement With Michael Daniels 1 4K
3: EX-99.(B) Proxy Agreement With Debbie Alisero 1 5K
4: EX-99.(C) Proxy Agreement With Scott Printing Corp. 1 6K
5: EX-99.(D) Demand Convertible Debenture for Ronald G. Farrell 6 24K
SC 13D — Golf Entertainment, Inc. / Ronald G. Farrell
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GOLF ENTERTAINMENT, INC.
(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
38163Q105
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(CUSIP Number)
RONALD G. FARRELL
3 NORTHWINDS CENTER
2500 NORTHWINDS PARKWAY, SUITE 175
ALPHARETTA, GEORGIA 30004
(770) 667-9890
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 1, 2000 AND NOVEMBER 30, 2000
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of Rule
3d-1(b)(3) or (4), check the following box [ ].
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Check the following box if a fee is being paid with this Statement [ ].
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THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
"FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934
("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT
SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THAT ACT.
SCHEDULE 13D
CUSIP NO. 38163Q105
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(1) NAME OF REPORTING PERSON AND S. S. OR I.R.S. IDENTIFICATION NO.
Ronald G. Farrell
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) YES [ ]
(B) NO [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS: PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ].
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Georgia, United States of America
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NUMBER OF SHARES (7) SOLE VOTING POWER
BENEFICIALLY OWNED 245,000*
BY EACH REPORTING
PERSON WITH ------------------------------------
(8) SHARED VOTING POWER
245,000*
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(9) SOLE DISPOSITIVE POWER
115,000
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(10) SHARED DISPOSITIVE POWER
0
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* This does not include 2,797,932 shares owned by LEC Acquisition LLC, an entity
whose Manager is the Reporting Person. The Reporting Person denies beneficial
ownership of such shares.
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,000
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDED CERTAIN SHARES: [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
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(14) TYPE OF REPORTING PERSON - IN
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Item 1. Security and Issuer.
This Statement relates to shares of common stock. $0.01 par value
("Shares," or the "Common Stock"), of Golf Entertainment, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at Three Northwinds Center, 2500 Northwinds Parkway, Suite 175,
Alpharetta, Georgia 30004.
Item 2. Identity and Background.
(a) This Statement is filed on behalf of Ronald G. Farrell, an
individual resident of the State of Georgia (the "Reporting
Person").
(b) The principal business address of the Reporting Person is
Three Northwinds Center, 2500 Northwinds Parkway, Suite 175,
Alpharetta, Georgia 30004.
(c) The principal occupation of the Reporting Person is as Chief
Executive Officer and Director of the Issuer.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree
or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws.
(f) The Reporting Person is a resident of the State of Georgia.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person individually was granted 1,000,000 shares of the
Common Stock of the Issuer in lieu of compensation for the six months, July 1,
2000 through December 31, 2000.
On November 30, 2000, the Reporting Person agreed to forgo acceptance
of the 1,000,000 shares of the Common Stock of the Issuer in exchange for an
option grant of 2,000,000 shares at the closing market price on November 30,
2000.
On November 30, 2000, the Reporting Person agreed to purchase up to
$500,000 of Demand Convertible Debentures of the Issuer's Common Stock. The
Demand Convertible Debentures may be called by the Reporting Person at any time
or may be converted at $0.04 per share.
Item 4. Purpose of Transaction.
The Reporting Person accepted the option shares in lieu of cash
compensation for the six-month period, July 1, 2000 through December 31, 2000.
The Reporting Person's option grant is for a 10-year period and the Reporting
Person is vested immediately.
On November 30, 2000, the Reporting Person agreed to purchase up to
$500,000 of Demand Convertible Debentures of the Issuer's Common Stock. The
Demand Convertible Debentures may be called by the Reporting Person or convert
at $0.04 per share. The Convertible Debentures are used as working capital of
the Issuer.
The Reporting Person may purchase Shares of Common Stock either in the
open market or in private transactions, or obtain further proxies to vote Shares
of Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person owns no Shares of Common Stock directly.
The Reporting Person denies beneficial ownership of the
2,797,932 Shares of Common Stock owned by LEC Acquisitions
LLC, an entity in which he serves as Manager. The Reporting
Person beneficially owns 115,000 Shares of Common Stock
through Sports M&A.com, Inc., an entity in which he is the
sole shareholder.
(b) The Reporting Person has sole voting, but not dispositive
power with respect to 130,000 Shares of Common Stock. The
Reporting Person has been granted a proxy through May 3, 2001
to vote 105,000 Shares of Common Stock, and a proxy through
December 31, 2001 to vote 25,000 Shares of Common Stock.
(c) The Reporting Person has purchased $105,000 of Demand
Convertible Debentures from the Issuer. This represents
approximately 2,625,000 shares of Common Stock and 33%
ownership if converted. The Issuer would have approximately
7,915,044 shares outstanding if converted.
(d) Except as reported herein, the Reporting Person has not, in
the past sixty (60) days, engaged in any other transactions
involving shares of the Common Stock of the Issuer.
(e) N/A
(f) N/A
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The Reporting Person has sole voting, but not dispositive power with
respect to 130,000 Shares of Common Stock. The Reporting Person has been granted
a proxy through May 3, 2001 to vote 105,000 Shares of Common Stock, and a proxy
through December 31, 2001 to vote 25,000 Shares of Common Stock.
The Reporting Person denies beneficial ownership of 2,797,932 Shares of
Common Stock owned by LEC Acquisition LLC, an entity that is managed by the
Reporting Person.
The Reporting Person has sole voting and dispositive power with respect
to 115,000 Shares of Commons Stock owned by Sports M&A.com, Inc., an entity in
which he is the sole shareholder.
The Reporting Person has not made demand for payment or exercised his
option for conversion on the Convertible Debentures.
The Reporting Person is the Chief Executive Officer and a Director of
the Issuer.
Item 7. Material to be Filed as Exhibit.
A. Proxy Agreement with Michael Daniels.
B. Proxy Agreement with Debbie Alisero.
C. Proxy Agreement with Scott Printing Corporation.
D. Demand Convertible Debenture with Ronald G. Farrell.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 31, 2001 Ronald G. Farrell
By: /s/ Ronald G. Farrell
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Ronald G. Farrell, Individually
Dates Referenced Herein and Documents Incorporated by Reference
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