REGISTRATION NO. ____-______
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

                        Amendment Number 2
                                  To
                               Form S-1
                        REGISTRATION STATEMENT
                                 Under
                      THE SECURITIES ACT OF 1933

                        PROGOLFTOURNAMENTS.COM
         (Exact name of registrant as specified in its charter

Nevada                            0273                   98-0215222
(State or other jurisdiction  (Primary Standard
of incorporation or            Industrial             (IRS Employer
organization)                Classification Code      Identification
                                  Number)                   No.)


3266 Yonge Street, Suite 1208, Toronto, Ontario M4N 3P6, CANADA (416)
962-4508 (Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Agent for Service:                           With a Copy to:
Michael Levine, Vice-President               James Vandeberg
Progolftournaments.com                Ogden, Murphy Wallace, P.L.L.C.
63 St. Clair Avenue West, Suite 1704       2100 Westlake Center Tower
Toronto, Ontario M4V 2Y9 CANADA            1601 Fifth Avenue
(416) 962-4508                           Seattle, Washington 98101
                                                (206) 447-7000



(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration
Statement.

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act, check the following box. [x]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act Registration Statement
number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each    Amount     Proposed       Proposed      Amount of
Class of         to be      Maximum        Maximum       Registration
securities to    registered offering price Aggregate     Fee
be registered               per unit       Offering
                                           price

Common stock     7485300
                 shares     0.025 per      187132.50     52.40
                            share

No exchange or over-the-counter market exists for
Progolftournaments.com common stock. The most recent price paid for
Progolftournaments.com common stock from one investor to another was
$0.025 per share. Progolftournaments.com believes this transaction
supports a bona fide estimate of $0.025 per share as the maximum
offering price solely for the purpose of calculating the amount of
the registration fee pursuant to Rule 457(c) under the Securities Act
of   1933.
This Prospectus is part of a Registration Statement that permits
selling shareholders to sell their shares on a continuous or delayed
basis in the future during the effectiveness of this Registration
Statement. Selling shareholders will sell their shares at a price of $
0.025 per share.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to such section
8(a), may determine.
We will amend and complete the information in this Prospectus.
Although we are permitted by US federal securities law to offer these
securities using this Prospectus, we may not sell them or accept your
offer to buy them until the documentation filed with the SEC relating
to these securities has been declared effective by the SEC. This
Prospectus is not an offer to sell these securities or our
solicitation of your offer to buy these securities in any jurisdiction
where that would not be permitted or legal.


                      SUBJECT TO COMPLETION
                        Prospectus
                     ____________, 2000 Progolftournaments.com
                3266 Yonge Street, Suite 1208 Toronto, Ontario
                         M4N 3P6, CANADA
                           (416) 962-4508



7,485,300 Shares of Common Stock to be sold by current shareholders at
a price of $0.025 per share.

This is the initial public offering of common stock of
Progolftournaments.com.  Only current shareholders are able to sell
shares if they wish and no shares are being sold by
Progolftournaments.com. No public market currently exists for the
shares. None of the monies received from the sale of stock in this
offering will go to Progolftournaments.com. The most recent sale of
the common stock of Progolftournaments.com from one investor to
another occurred December 27, 1999 at a price of $0.025 per share.
This Prospectus is part of a Registration Statement that permits some
shareholders to sell their shares when this Prospectus is declared
effective for a period of six months from that effective date.  The
most recent sale of Progolftournaments.com common stock occurred on
December 27, 1999 at a price of $0.025 per share.
Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or
accuracy of this Prospectus.   Nor have they made, nor will they make,
any determination as to whether anyone should buy these securities.
Any representation to the contrary is a criminal offense.
You should rely only on the information contained in this document.
Progolftournaments.com has not authorized anyone to provide you with
information that is different. This document may only be used where it
is legal to sell these securities. The information in this document
may only be accurate on the date of this document.



                          TABLE OF CONTENTS

Summary of Offering                                  1

Risk Factors                                         1

Use of Proceeds                                      5

Determination of Offering Price                      5

Dilution                                             6

Selling Shareholders                                 6

Plan of Distribution                                 6

Description of Capital Stock                         7

Interests of Named Experts and Counsel               7

Description of Business                              7

Description of Property                              8

Legal Proceedings                                    9

Market Price of and Dividends on Capital Stock and Related Stockholder
Matters                                              9

Selected Financial Data                              9

Management's Discussion and Analysis of Financial Condition and
Results of Operations                                10

Changes in and Disagreements with Accountants        11

Directors and Executive Officers                     11

Executive Compensation                               12

Security Ownership of Certain Beneficial Owners and Management 12

Certain Relationships and Related Transactions       13
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities       13
SUMMARY



Here is a brief summary of some of the main points that you will find
inside of this Prospectus:

1.  Progolftournaments.com was incorporated under the laws of the
State of Nevada on September 3, 1999.  We have put together the business
plan and started up the business.    We raised some start-up money from
several stockholders and we are spending that money to get the business
underway. There are no sales or other revenues.  We do not have any
employees and we do not own any real estate.
2.  Progolftournaments.com. is to be an Internet golf game played for
cash prizes. The prizes come from the fees people
pay to play the game. It brings together the skills necessary to play
golf, the use of a computer and the Internet and the thrill of playing
for cash prizes.   Management has set a target of November 1, 2000 to
have the game operating on the Internet.  The golf game is being
converted from a computer played game to an Internet-played game.
     3.   Our Website is already established under
www.progolftournaments.com. While no one can yet play in a tournament,
the home page is there to be examined. The winners you see on this
first version of the Website are only examples to show how it will
look when there are actual winners. We do have our on-line store on
line and working. We feature a full line of golf equipment and
accessories that anyone can purchase.

4. This Prospectus does not raise any money for
Progolftournaments.com. It is for the benefit of shareholders that
want to register and perhaps sell their stock. When this Registration
Statement is declared effective by the Securities and Exchange
Commission (SEC) and while it remains effective, these shareholders
will have the option of selling their shares privately or through a
broker/dealer if a public market exists.

5.    There are number of items that are not complete:

1)    the conversion of the golf game that will take about
      four months;
2)    the cost involved is approximately $150,000 for this
      conversion; and
3)    management has talked with several companies, some Internet
      based and some not, that we think will
      cooperate and cross-promote products with us. Every one of these
      concerns has withheld on final approval until our game conversion
      is complete and they can see the finished product.




RISK FACTORS



You should carefully consider the following risk factors and all other
information contained in this Prospectus before you decide
to invest in the common stock of Progolftournaments.com. There is a
great deal of risk involved.  Any of the following risks could affect
our business, its financial condition, its potential profits or losses
and could result in you losing your entire investment.
We believe the risks and uncertainties described below are all of the
material risks of which we are aware.

Risks related to the business of Progolftournaments.com

Progolftournaments.com chances of success in generating enough revenue
to be profitable must overcome several obstacles: Read them carefully.

    We have only recently developed our idea for Internet golf
tournaments and our business plan was done between April, 1999 and
September 3, 1999;

    We are a start-up company. We have never had any
revenues or profits and we cannot say for certain that it will operate
profitably in the future.
For these reasons, you cannot depend on Progolftournaments.com
providing a return on investment in the future - in fact, you could
lose your entire investment.
We may not be able to attract golfers and non-golfers to play our game
over the Internet.
Progolftournaments.com was formed in September of 1999 for the purpose
of developing a new on-line game that involves an existing computer
game and adapting it to be played over the Internet. While
Progolftournaments.com was formed to take advantage of the popularity
of both the Internet and the game of golf, we can not be sure that
golfers will like our Internet game.
We will attempt to attract golfers by advertising and doing cross
promotion, perhaps with the theme of "rain or shine, summer or winter
you can still get in your rounds of golf".  We will be dependent to a
large degree on golfers for revenues as they pay for the privilege of
playing.  This is how we generate revenues by charging a fee to play
this Internet golf game.
Our game involves the same decisions by the player that are made on a
real golf course such as "what club to use" and "how far it is to the
green".  It will be easier for someone who has played golf to adapt to
our Internet game.  Non-golfers who enter our tournaments will have
the same decisions to make as golfers do. As a result many non-golfers
may feel that this puts them at a disadvantage and may not
participate.  For this reason we do not know that our Internet golf
game will appeal to the non-golfing Internet user.

We will be dependent on players, mostly golfers, who:

         understand the game
         understand how to play
                        know what clubs to use
         know how far to hit the ball
         are golfers and non-golfers that desire to play like a
         "professional"
         are easy to convince to pay-to-play.

People may find that the rules of Progolftournaments.com tournaments
may stop them from playing.
The Progolftournaments.com business plan is to market participation in
golf tournaments played on the Internet. What is unique about our game
is that players will play the same tournament on their computer on the
same golf course(s) as the professional golfers are playing on the
same weekend. Each computer golfer will play four rounds, the same as
the professional tour, one round on Thursday, one on Friday, one on
Saturday and the final round will be played on Sunday. You cannot miss
one day's play and you can not play more than one round per entry per
day.
The Internet tournament differs slightly from the professional event
because a player can enter more than once provided each entry is
purchased separately on or before Thursday of that week's event.
There will be no cut or elimination of some players with the highest
scores.  Some Internet players will not be available to play a round
or rounds on each of the four days of the professional tournament.
This could result in less play, less revenue, little or no profits or
even losses.
Progolftournaments.com cooperation with major golf organizations may
not attract players.
Progolftournaments.com plans to offer weekly tournaments from the four
major professional tours; the PGA, the LPGA, Senior PGA and the
European PGA.  Some of these events will have very limited appeal to
some computer players. As an example, players in Europe may have
little or no interest in one or more of the North American based
tournaments and North American computer players may have limited
interest in European events. If and when our tournaments commence
these facts could result in less play and revenues in both Europe and
in North America.
The golf industry conducts special international events during the
year, such as the Ryder Cup, the premier golf challenge between a team
from North America and a team from Europe.  These special events
usually attract a great deal of interest and interfere with the play
in the regularly scheduled tournaments. If we should decide to offer
special events like the Ryder Cup, we may find that the interest is
split so many ways between the special event and the regularly
scheduled tour events, as to make every tournament and its prizes much
smaller.


Progolftournaments.com will be dependent on agreements with golf tours
and individual golf courses.

Agreements with the individual golf courses are necessary and
agreements with the tours are also necessary if we desire to call our
tournament by the same name as that of the actual professional
tournaments.  Initial discussions have commenced with several of the
organizations and golf courses concerned.  In every case further
discussions and decisions were deferred until our Website is fully
operational.

Being unable to reach agreement with any of the golf organizations and
golf courses will result in Progolftournaments.com having to change some
of its business plan.
This change would be to convert the computer golf game to an Internet
golf game but not to market the game that follows the professional
golf tour events.  We would market the game as a golf game played over
the Internet where a participant pays to play and to possibly win a
prize.  This lack of agreements could result in less people interested
in our game, resulting in less revenues, less profits or even losses.

If we do not get cross-promotion agreements to help promote our
Internet golf game, our expenses could soar.

We have made contact with several golf-related concerns, including
magazines, cable channels and equipment manufacturers. All have
reserved their decision as to whether they will cooperate in mutual
promotions until our Internet game is up and fully operational.
Although we are not totally dependent on these arrangements, if these
agreements were not in place  we would be forced to heavily increase
our advertising. We would be forced to buy advertisements in golf
magazines, golf cable TV and other Websites.  The costs for all of
these vary according to frequency of advertising but in all cases
would be very expensive. This would increase our expenses, lower or
eliminate profits, if any, and could negatively affect the price of
our stock.

Progolftournaments.com may enter into revenue sharing arrangements to
help promote our Internet golf game that may result in eliminating
profit margins.

There can be no guarantee that Progolftournaments.com ever will be
profitable.  If we do become profitable, however, one or more of the
organizations that have indicated that they would be interested in
cross-promotion such as TV networks, Golf channels and golfing
publications, may ask for, and Progolftournaments.com may be forced to
give, a share of our revenues. Should this happen, we may be forced to
give up a large share or all of our revenues, thereby making the whole
concept non-profitable. You should keep in mind that we are not in
business at this time. This risk factor outlines potential problems
that may come up if, and when, we get into business.

As an example, Progolftournaments.com has entered into a software
licensing and revenue sharing agreement with Psygnosis, Ltd., a wholly
owned subsidiary of Sony Europe, effective April 26, 2000. Psygnosis,
Ltd. is the developer of the home computer golf game, Pro 18 World
Golf Tour, that is being adapted for use on the Worldwide Web. Psygnosis,
Ltd. will receive $1.25 of every $10.00 entry fee.  When you consider
subtracting the portion allocated to prizes any more revenue sharing
could be fatal. You should carefully consider this when making a
decision as to whether or not you should invest in Progolftournaments.com.

Technical problems in operating and maintaining our golf website could
cost us revenue and customers.

Our players pay for participating in the weekly tournaments and also
for practice rounds before each tournament. If Progolftournaments.com
has a technical breakdown during a tournament, all of the revenues
from that tournament could be lost. These breakdowns include any
malfunction of the Internet, the game software, the score recording,
credit card processing and the breakdown of our server.  Should any of
these breakdowns occur, we could be forced to refund all entry fees
and stand a good possibility of losing credibility with the players.
Progolftournaments.com may make decisions with which shareholders
might not agree should  management decide to invest capital in other
companies, acquire another company or combine efforts with another
company.
Progolftournaments.com is currently collecting interest on part of its
cash reserves.  Other than this we have made no investments in other
companies nor do we intend to do so.  We have not talked with any
other organizations about combining our efforts.  We cannot guarantee
that these types of talks may not take place some time in the future.
If we acquire an asset or enter into a business combination, this
would likely include exchanging a large amount of
Progolftournaments.com common stock, which could dilute the ownership
interest of present stockholders.
The Bylaws of Progolftournaments.com give the Board of Directors the
right to enter into any contract for the Company without ratification
by the shareholders. Therefore, management could decide to make an
investment (buy shares, loan money, etc.) without shareholder
approval.
If management decides to merge with or acquire another company, Nevada
Revised Statutes Section 92A.120 provides that a vote of the
shareholders be held to approve or disapprove the transaction.
However, according to Nevada Revised Statutes Section 92A.130, under
the following conditions a vote would not be necessary:
a)   The Articles of Incorporation of Progolftournaments.com
     remain the same;

b)   No shareholder of Progolftournaments.com would have
     fewer
     shares after the merge or acquisition than they had before;
     and

c)   The shares exchanged do not amount to over 20% of the
     total issued and outstanding shares after the merge or
     acquisition.

Even if shareholders are consulted, the management group has enough
votes to insure that any action they might take would be endorsed by a
majority of the voting shares.

Depending on the nature of the transaction, Progolftournaments.com
stockholders may not have an opportunity to vote on whether to approve
it. As a result, management could enter into a transaction in which an
investor would not want to be involved as an individual. In such a
case, you could lose your entire investment on a business decision
that you did not have an opportunity to check out,  evaluate and agree
to.

Competitors could develop their own Internet - based golf games.

While Progolftournaments.com has no knowledge specifically, it is
possible that a competitor may already have a product that could
compete for the Internet golf dollar. It is possible that a competitor
may do things better than Progolftournaments.com. We are aware that
there are many organizations that have the knowledge, technical
support and financial strength to duplicate what we are doing and do
it better, without intruding on any copyrighted or proprietary
material.

Progolftournaments.com may not have any exclusive intellectual
property.

The intellectual property of Progolftournaments.com is a combination
of already established technologies. A home computer golf game is
being modified for use on the Internet. Credit card processing will be
done by an established concern specializing in that function; basic
business software will record plays and scores. We are not sure that
we have any intellectual property to protect!

We believe that we have an unique combination of technologies. Whether
the combination can be defended is doubtful. If a clear violation
happens Progolftournaments.com may not have the money to defend its
intellectual property in one or more countries. If we defend our
property it could result in a drain on revenues and cash reserves, if
any. This drain could cripple Progoftournaments.com and cause it to
lose money. Consider this carefully before you decide to invest.

Possible government regulation covering Internet games could have a
negative affect on future business.

The Worldwide Web has no international boundaries at the moment. There
is always a possibility that government regulations could affect the
business of Progolftournaments.com. In a world where governments are
forever seeking new sources of revenue, there is always the
possibility that regulations and/or taxes or fees could be imposed for
use of the Internet. We are not aware of any government or governments
that are considering imposing regulations, taxes or fees.  You should
not take this as an indication that any government may not decide to
do so.  To specify what countries may or may not do so is impossible
because our tournaments are available to anyone who has access to the
Internet.

New regulations or licensing could damage our business, affect the
possibility of profit and perhaps the viability of the business plan,
and cause the price of our common stock to decline. New taxes,
reporting requirements or license fees on Progolftournaments.com or
taxes and/or fees imposed on players could result in reduced play and
revenues.  Regulations outside of the United States would not have a
direct affect on our business. Any regulation put on players in other
countries would have an indirect affect that could result in reduced
play and revenues.

Heavy dependence on individuals who will not devote full time and
attention to the affairs of Progolftournaments.com could result in
delays or business failure.

Progolftournaments.com will be heavily dependent upon the directors'
skills, talents and abilities to implement its business plan. It may,
from time to time, find that this inability to devote full time and
attention to its affairs could result in delay(s) in establishment of
its business or even in failure of the business. At the present time
we have no full-time employees. The officers and directors earn their
livelihood elsewhere. It is the feeling of the Board of Directors that
paying one or more of the directors as a full-time employee at this
stage in the development could put an unreasonable amount of strain on
our cash reserves.  Because you will be dependent on the performance
and business judgement of management, should you decide to invest, you
should carefully and critically consider these three individuals'
backgrounds. See "Directors and Executive Officers".
We have no employment contracts or agreements with Directors and
Officers.
Progolftournaments.com depends on Howard Klein, Michael Levine and
Sandy Winick to continue to work to develop our game.  At this time we
do not have an employment agreement with Mr. Klein, Mr. Levine or Mr.
Winick. We cannot be sure that they will continue to manage our
affairs in the future. If we should lose the services of one or all of
the officers and directors, or if one or more should decide to join a
competitor or otherwise compete with Progolftournaments.com, this
could have a negative affect on the
business and could cause the price of your stock to decline.  Mr.

Klein, Mr. Levine and Mr. Winick would be difficult to replace.


Financial Risks

Progolftournaments.com has no operating history and financial results
are uncertain
An investor in Progolftournaments.com common stock must consider the
risks and difficulties frequently encountered by early stage companies
in new and rapidly evolving markets.


Progolftournaments.com's ability to achieve and then sustain favorable
operating results will depend on costs related to:


       Identifying and acquiring several cooperating golf-related
       organizations;

       Testing the Progolftournaments.com concept;
       Identifying and marketing to prospective players;
       Evaluation and expense of entering into a new business
       opportunity;

       The expense of delays in introducing or making any necessary
       adjustments and improvements to the Progolftournaments.com concept;
       and general economic conditions, as well as those specific to the
       related industries.

As a result of our limited operating history it is difficult to
accurately forecast potential revenue.  There is no historical
financial data upon which to base planned operating expenses.
Progolftournaments.com expects to significantly increase its operating
expenses to test, market and create a solid base of participating
players. ( See " Liquidity and Capital Resources")

Progolftournaments.com has not achieved profitability and expects to
incur net losses for the foreseeable future and may never become
profitable. This limited operating history makes it difficult to
forecast its future operating results. Progolftournaments.com expects
to continue to incur marketing, sales, product development and general
and administrative expenses. As a result it will need to generate
revenues and/or raise additional funds to achieve profitability.

If Progolftournaments.com does not become profitable, it may be unable
to maintain its presence on the Worldwide Web and its Website, which
would adversely affect its financial condition and prospects. If
Progolftournaments.com does achieve profitability it cannot be certain
that it will sustain or increase profits.

Because of its limited financial resources, Progolftournaments.com
will be unable to diversify its activities to provide additional
sources of revenue to offset losses should its business plan prove
to be impractical.

It is possible that a severe economic downturn could result in
diminishing activity. Golf equipment and clothing manufacturers who
could possibly cross promote could shrink their advertising budgets
and eliminate any cross promotion.

We depend on additional financing to properly implement our Internet
golf game and to provide working capital.

Progolftournaments.com has only $6,952 in cash and these funds are
inadequate to fully implement its business plan and to commence play.
Progolftournaments.com will require additional working capital to fund
its business development. We realize that an ongoing advertising and
promotion budget will be necessary in addition to any cross promotion
arranged with cooperating concerns.

Commencement of tournament play on the Worldwide Web will undoubtedly
require some hiring of staff and leasing of premises. Telephones,
Internet access charges, Website maintenance and other office costs
will add to the need for additional capital. Management estimates that
it will require between $600,000 and one million dollars of additional
capital.

Additional financing may not be available, or if available, may be on
terms that will seriously dilute ownership interests of investors.

If Progolftournaments.com raises additional funds through the issuance
of equity, equity-related or convertible debt securities, these
securities may have rights, preferences or privileges senior to those
of the rights of its common stock. If common stock is issued in return
for additional funds, the price per share could be lower than that
paid by present stockholders. The result of this
would be a lessening of each present stockholder's relative percentage
interest in Progolftournaments.com. This condition is often referred
to as "dilution".

The ultimate success of Progolftournaments.com will depend on its
ability to raise additional capital. No commitments to provide
additional funds have been made by management or other shareholders.
Progolftournaments.com has not investigated the availability, source
or terms that might come with additional financing. When additional
capital is needed, there is no assurance that funds will be available
from any source or, if
available, that they can be obtained on acceptable terms. If not
available, the operations of Progolftournaments.com would have to be
terminated and we would be forced to close the business, resulting in
a complete loss of your investment.

Potential business combinations could dilute stockholder value and
adversely affect operating results
Progolftournaments.com may consider a future financing or business
combination that, because of the size of the related stock issuance,
could result in a majority of the voting power being transferred to
the new investor(s). The result would be that the new shareholder(s)
would control Progolftournaments.com and persons unknown could replace
current management. It is uncertain whether any such replacement would
continue to implement Progolftournaments.com current business plan.

Large stockholders of Progolftournaments.com could sell their shares
resulting in a change of control and/or direction.

Progolftournaments.com significant shareholders, namely the President,
Howard Klein, the Treasurer, Sandy Winick, Mary McGowan and other
large shareholders could sell their shares to an outside party,
resulting in a change in control of the Company and a change in
business direction. If  this occurs, the remaining holders of shares
of Progolftournaments.com stock could be affected adversely as a new
control group could reverse-split the stock, effectively eliminating
the small shareholders.

The following is a list of large shareholders and the percentage of
the issued and outstanding shares that they own.

Name                     Number of Shares          Percentage Owned

Howard Klein             901,000                   09.14

Sandy Winick             1,475,000                 14.96

Mary McGowan             2,700,000                 27.38

Deep Water Investments
Limited                  475,000                   04.82

H. Davidson
Construction Inc         475,000                   04.82

Magnum Holdings, Ltd.    476,000                   04.82

Carolyn McGowan          400,300                   04.06

Jennifer McGowan         400,368                   04.06

Lynn Stewart             1,000,000                 10.14

Ron Perlman              475,000                   04.82

Charles Sciberras        476,000                   04.82
Major shareholders
as a group               9,253,668                 93.84%

Exchange of stock for golf-related or other services could result in
further stockholder dilution.

Irrespective of whether Progolftournaments.com cash assets prove to be
inadequate to meet its operational needs, Progolftournaments.com might
seek to compensate providers of services by stock instead of cash.
Often, shares issued instead of cash are issued at a deep discount,
which again would dilute ownership interests of present shareholders.
Management has no plans to issue
additional shares under these conditions other than the transactions
below.

Sandy Winick, Treasurer and Director of Progolftournaments.com,
developer of the original concept assigned all rights and title to
Progolftournaments.com for a deemed price of $1,000.00 and received
instead of cash, one million shares of common stock at a deemed price
of one mill ($0.001) per share, or $1,000.00.

We have given Psygnosis, Ltd., the developer of the computer golf game
a three-year option beginning April 26, 2000 to acquire 3,287,100
shares of common stock equal to 25% of the company, if exercised.

Acquisition of new golf-related or other business combination could
result in integration difficulties and disruption of business.

Progolftournaments.com may make investments in or acquire
complementary products, technologies and businesses, or
businesses completely unrelated to the current business plan. These
acquisitions and investments could disrupt its ongoing business,
distract management and employees and increase expenses.

If Progolftournaments.com acquires a company, it could face
difficulties in assimilating that company's personnel and operations.
In addition, the key personnel of the acquired company may decide not
to work for Progolftournaments.com.

Acquisitions also involve the need for integration into existing
administration, services, marketing, and support efforts. If the
acquisition is financed by issuing equity securities, interests of
existing stockholders could be diluted.  Any amortization of goodwill
or other assets or other charges resulting from the costs of these
acquisitions could adversely affect Progolftournaments.com
operating results.

Progolftournaments.com cannot predict the extent to which its
liquidity and very limited capital resources will be lessened prior to
entering into a business combination.  We cannot know whether its
capital will be further depleted by the operating losses, if any, of
the business entity which it may eventually acquire.
Progolftournaments.com does not have the capital or management
resources to make any such acquisition or business combination.

Prospective investors should seriously assess the possibility that
such a transaction(s) could take place before Progolftournaments.com
is equipped to handle it. Progolftournaments.com lacks a proper
management team to be able to handle growth through normal business
expansion or through acquisitions.  We would need more capital and
employees in all areas of the business.  Meeting all of these
requirements to handle growth will be extremely difficult.

Any acquisition by Progolftournaments.com requires added
administration expense.

Progolftournaments.com has only "as-needed" administration and
marketing supplied without charge by its officers and directors. It
anticipates building a management and marketing team when
circumstances permit.  As a result, any acquisition or business
combination negotiated could have very serious negative effects on the
ability of Progolftournaments.com to add personnel and to develop its
business plan.  This could result in a drop in the value of its
shares.

Risks Related to the Securities Market

There is no liquidity for the common stock of Progolftournaments.com.
There is presently no demand for the common stock of our company.
There is presently no public market in the shares.  Should you invest
in the shares the only way to sell your shares at this time is to find
a private buyer.  While we intend to apply for a quotation on the NASD
Bulletin Board quotation service, we cannot guarantee that our
application will be approved and our stock listed and quoted for sale.

Progolftournaments.com common stock has no prior market, and prices
may decline after the effectiveness of this Prospectus and sale of
shares by selling stockholders.

There is no public market for Progolftournaments.com common stock
and no assurance can be given that a market will develop or that any
shareholder will be able to liquidate their investment without
considerable delay, if at all.
The trading market price of Progolftournaments.com common stock may
decline below the price at which it was sold by selling
stockholder(s). If a market should develop, the price may be highly
volatile. In addition, an active public market for
Progolftournaments.com common stock may not develop or be sustained.
If selling stockholders sell all or substantial amounts of their
common stock in the public market (see "Selling Stockholders"), the
market price of our common stock could fall.
In addition, all 6,076,000 shares held by officers,  directors and
affiliates, will be eligible for sale.  They will be able to offer a
percentage of their shares each three month period beginning
September, 2000, under Rule 144 of the Securities Act.
Owing to the low price of our securities many brokerage firms may not
be willing to deal in the securities. Even if a purchaser finds a
broker willing to make a transaction in Progolftournaments.com common
stock, the combination of brokerage commissions, state transfer taxes,
if any, and other selling costs may exceed the selling price. Further,
many lending institutions will not permit the use of such securities
as collateral for loans. Thus, a purchaser may be unable to sell or
otherwise realize the value invested in Progolftournaments.com stock.
SEC rules on penny stocks could affect your ability to re-sell
Progolftournaments.com stock.
The securities of Progolftournaments.com, when available for trading,
will be subject to the Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker/dealers that
sell such securities to other than established customers or accredited
investors. For purposes of the rule, the phrase "accredited investors"
means:
    Institutions with assets exceeding $5,000,000

    Individuals having a net worth in excess of $1,000,000 or having
    an annual income that exceeds $200,000 or that, combined with a
    spouses income, exceeds $300,000.

For transactions covered by the rule, the broker/dealer must make a
special suitability

determination for the purchaser and receive the purchasers written
agreement to the transaction prior to the sale. Consequently, the
rule may affect the ability of purchasers of the Company's securities
to buy or sell in any market that may develop. Investors may face
significant restrictions on the resale of Progolftournaments.com stock
due to state and Federal laws and regulations Progolftournaments.com
securities have not been registered for resale under the blue sky laws
of any state and  the holders of such shares and those persons desiring
to purchase them in any trading market that may develop in the future
should be aware that there may be significant state blue sky law restrictions
on the ability of investors to sell and on purchasers to buy the
securities of Progolftournaments.com.  Accordingly, investors should
consider the secondary market for Progolftournaments.com securities to
be a limited one. Investors may be unable to resell their stock
without the significant expense of state registration or
qualification.
Summary of risks relating to penny stocks

    Progolftournaments.com  stock is a penny stock.
    Some states will not allow you to sell to their citizens.
    Some broker/dealers will not handle transactions in penny
    stocks.


    SEC rules make selling your stock a cumbersome
    procedure.


    Penny stock markets can be very volatile with large swings
    up or down.


USE OF PROCEEDS
This Prospectus is part of a Registration Statement that permits
selling shareholders to sell their shares on a continuous or delayed
basis in the future. Because this Prospectus is solely for the purpose
of selling shareholders, Progolftournaments.com will not receive any
proceeds from the sale of stock being offered. Directors, Mary McGowan
and Lynn Stewart (affiliates due to the size of their holdings) will
be restricted to selling one percent of the total issued and
outstanding common stock each calendar quarter or 98,613 shares per
quarter. All other stockholders will be able to sell any or all of
their shares at any time they can locate a buyer.

DETERMINATION OF OFFERING PRICE

This offering is solely for the purpose of allowing
Progolftournaments.com shareholders to sell their stock. The selling
shareholders may sell their shares when the Registration Statement
becomes effective or they may elect to sell some or all of their
shares at a later date as long as this Registration Statement is
effective at a price of $ 0.025 per share

DILUTION

This offering is for sales of stock by existing Progolftournaments.com
shareholders on a continuous or delayed basis in the future. Sales of
common stock by shareholders will not result in any substantial change
to the net tangible book value per share before and after the
distribution of shares by the selling shareholders. There will be no
change in net tangible book value per share attributable to cash payments
made by purchasers of the shares being offered. The current net tangible
book value of the common stock is: $ 0.0053 per share. Prospective
investors should be aware, however, that the price of
Progolftournaments.com shares might not bear any rational relationship
to net tangible book value per share. The price received by selling
stockholders and paid by purchasing investors will be determined by
supply and demand. If the demand for the common stock of
Progolftournaments.com exceeds the available supply, the price will
tend to go up. Conversely, if the supply exceeds the demand, the price
will tend to go down. In both of the above cases the change in price may
have no relation to the book value of the company or its profits or losses.

SELLING SHAREHOLDERS

<TABLE>
<CAPTION>

The following are the shareholders for whose accounts the shares are
being offered; the amount of securities owned by each shareholder
before this offering; the amount to be offered for the account of each
shareholder and the amount and percentage of the company owned by each
shareholder following completion of the offering:



Name                     Position with  Number    No. of  No. of Percent
Company                                 of Shares Shares  Shares Owned
Owned                                   Offered   After   After
                                        Offering  Offering
                                        (1)

<S>                      <C>            <C>       <C>      <C>   <C>
731149 Ontario Limited   None           1,000     1,000    -0-   -0-
Bernie Anderson          None           2,680     2,680    -0-   -0-
Robert Baron             None           268       268      -0-   -0-
Baroness Investments
Limited                  None           1,000     1,000    -0-   -0-
Building Supplies
International            None           200       200      -0-   -0-
C.A.P.S Consulting       None           200       200      -0-   -0-
William Davies           None           200       200      -0-   -0-
Deep Water
Investment Inc.          None           475000   475000   -0-   -0-
Geoffrey Earle           None           200      200      -0-   -0-
Jan Francis              None           500      500      -0-   -0-
Mark Francis             None           500      500      -0-   -0-
Jeffrey Goldberg         None           500      500      -0-   -0-
Maggee Goldberg          None           500      500      -0-   -0-
Debbie Green             None           475200   475200   -0-   -0-
Robert Hashimoto         None           200      200      -0-   -0-
David Hume               None           600      600      -0-   -0-
H. Davidson
Construction Inc.        None           475000   475000   -0-   -0-
Marcia Klein             None           200      200      -0-   -0-
Myer Klein               None           200      200      -0-   -0-
Raymond Teaitch          None           400      400      -0-   -0-
Tilley Levine            None           2,000    2,000    -0-   -0-
Joy Lipson               None           600      600      -0-   -0-
Marcia Lipson            None           600      600      -0-   -0-
Magnum Holdings, Ltd.    None           476000   476000   -0-   -0-
Miriam Manzo             None           200      200      -0-   -0-
Jack Martino             None           200      200      -0-   -0-
Sasha Mazzuca            None           200      200      -0-   -0-
Stefan Mazzuca           None           200      200      -0-   -0-
Carolyn McGowan          None           400300   400300   -0-   -0-
Jennifer McGowan         None           400368   400368   -0-   -0-
Lydia McGowan            None           500      500      -0-   -0-
Mary McGowan             None           2700000  2700000  -0-   -0-
Robert McGowan           None           300      300      -0-   -0-
Thomas McGowan           None           500      500      -0-   -0-
Elizabeth McLeod         None           9384     9384     -0-   -0-
Lynn Stewart             None           1000000  1000000  -0-   -0-
Monica Murad             None           1000     1000     -0-   -0-
Theodore Nemetz          None           500      500      -0-   -0-
Ron Pearlman             None           475000   475000   -0-   -0-
Resource Financial
Corporation              None           200      200      -0-   -0-
John Rosenthal           None           600      600      -0-   -0-
Brian Ross               None           500      500      -0-   -0-
Sheryl Ross              None           500      500      -0-   -0-
Sandringham Investments
Limited                  None           100000   100000   -0-   -0-
Charles Sciberras        None           476000   476000   -0-   -0-
Doris Sciberras          None           200      200      -0-   -0-
Jeffrey Sciberras        None           200      200      -0-   -0-
Joseph Sciberras         None           200      200      -0-   -0-
Peter Scibarras          None           200      200      -0-   -0-
Derek Tennant            None           1200     1200     -0-   -0-
Kelly Ticknor            None           600      600      -0-   -0-
Cynthia Vella-Zarb       None           200      200      -0-   -0-
Pierre Vella-Zarb        None           200      200      -0-   -0-
Rhona Vinokur            None           500      500      -0-   -0-
Avital Weber             None           400      400      -0-   -0-
Diane Winick             None           600      600      -0-   -0-
Mark Zaretsky            None           600      600      -0-   -0-

TOTALS                                  7485300  7485300  -0-   -0-

</TABLE>

(1) This table assumes that each shareholder will sell all of the
shares available for sale during the effectiveness of the Registration
Statement that includes this Prospectus. Shareholders are not required
to sell their shares. See "Plan of Distribution".

While the selling shareholders are all individuals and corporations
that have purchased their shares for investment purposes and without a
view to distribution of the Registrant's securities, they may be
considered by the SEC to be underwriters.

PLAN OF DISTRIBUTION

This is not an underwritten offering. This Prospectus is part of a
Registration Statement that permits selling shareholders to sell their
shares on a continuous or delayed basis in the future. Selling
shareholders may sell their shares to the public when this
Registration Statement becomes effective, or they may elect to sell
some or all of their shares at a later date. Progolftournaments.com
has not committed to keep the Registration Statement effective for any
set period of time after the six months mentioned above.

While the Registration Statement is effective, selling shareholders
may sell their shares directly to the public, without the aid of a
broker or dealer, or they may sell their shares through a broker or
dealer if Progolftournaments.com stock is authorized for inclusion on
the OTC bulletin board. Any commission, fee or other compensation of a
broker or dealer would depend on the brokers or dealers involved in
the transaction.

No public market currently exists for shares of Progolftournaments.com
common stock. Progolftournaments.com intends to apply to have its
shares traded on the OTC bulletin board under the symbol "PGLF".

None of the selling shareholders will act in a promotional fashion or
capacity during the six month effectiveness of this Registration
Statement. They will not attempt to induce or recommend the purchase
of the Registrant's stock by potential investors.


DESCRIPTION OF CAPITAL STOCK

The following description of Progolftournaments.com capital stock does
not purport to be complete and is subject to and qualified in its
entirety by Progolftournaments.com Articles of Incorporation and
Bylaws, which are included as exhibits to the
Registration Statement of which this Prospectus forms a part, and by
the applicable provisions of Nevada law.

Progolftournaments.com authorized capital consists of 50,000,000
shares of common stock, par value $.001 per share and 10,000,000
shares of preferred stock, par value $.001. Immediately prior to this
offering 9,861,300 shares of common stock were issued and outstanding.
No preferred shares are issued and outstanding.

Each holder of record of common stock is entitled to one vote for each
share held on all matters properly submitted to the shareholders for
their vote. The Articles of Incorporation do not permit cumulative
voting for the election of directors, and shareholders do not have any
preemptive rights to purchase shares in any future issuance of
Progolftournaments.com common stock.

Preferred shares may be issued in Series; the terms and conditions of
which are decided by Progolftournaments.com Board of Directors. Our
Bylaws allow the Board of Directors to set all the terms for preferred
shares. Preferred shares may or may not be entitled to a dividend, may
or may not have voting power and have preference (after debt) on any
of the assets of Progolftournaments.com in the event of windup or
dissolution.

The above conditions for issuance of preferred shares are compatible
with Sections 78.195 and 78.196 of Nevada Revised Statutes.

Because the holders of shares of Progolftournaments.com common stock
do not have cumulative voting rights, the holders of more than 50% of
Progolftournaments.com outstanding common shares can elect all of the
directors if they so choose. In such event, the holders of the
remaining shares will not be able to elect any directors.

The holders of shares of common stock are entitled to dividends when
and as declared by the Board of Directors. The Board of Directors has
never declared a dividend and does not anticipate declaring a dividend
in the future. In the event of liquidation, dissolution or winding up
of the

affairs of Progolftournaments.com, common stock owners are entitled to
receive, ratably, the net assets of Progolftournaments.com available
to shareholders after payment of all creditors.

All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To the
extent that additional shares of Progolftournaments.com common stock
are issued, the relative interests of existing shareholders may be
diluted.

You should not rely on forward-looking statements because nobody knows
what will happen in the future.

In this Prospectus we use words such as "anticipates", "believes",
"plans", "expects", "future", "intends" and similar expressions. This
Prospectus also contains forward-looking statements attributed to
other people and their estimates regarding the potential of our
product and markets for it. Do not rely or depend
on these statements which may be accurate on the date of this document
and totally different later. Actual results could be very different
for many reasons, including the risks listed in "Risk Factors" and
elsewhere in this Prospectus.


DESCRIPTION OF BUSINESS

General

Progolftournaments.com was incorporated under the laws of the State of
Nevada on September 3, 1999, and is in its early developmental and
promotional stages.  Progolftournaments.com is not operational and its
only activities have been organizational, directed at acquiring its
principal asset, raising its initial capital and developing its
business plan. Progolftournaments.com has not started commercial
operations. Progolftournaments.com has no full time employees and owns
no real estate.

The principal asset of Progolftournaments.com, referred to above is
the Internet golf game itself. It was conceived and refined by Sandy
Winick, a Director and the Treasurer of Progolftournaments.com.  It
was obtained in exchange for 1,000,000 shares of common stock. An
important part of the principle asset and the projected business is
the name "Progolftournaments.com".

Progolftournaments.com has purchased its name for use on the Internet
and has established its Website and online store. No tournaments can
be played until the computer game is successfully converted for
Internet use. The Progolftournaments.com home page is up on the
Internet under www.progolftournaments.com and is in the process of
being refined.

Progolftournaments.com was formed to take advantage of the popularity
of both the Internet and the game of golf.   The concept combines the
skills necessary to play golf, the use of a computer and the thrill of
playing for substantial cash prizes. The growth of the Worldwide Web
and the game of golf all over the world is wrapped up in one package
in the Progolftournaments.com online game.


The Game and how it is played.

A portion of the golfing public watches with interest the results of
the four major golf tours in the world and note the results of the
weekend tournaments. Every radio and TV station in the US and Canada
as well as daily newspapers give detailed reports on weekly
tournaments. Golf tournaments are carried live on most TV networks
such as CBS, NBC, ABC and FOX in the US; CBC, CTV and Global in
Canada.  Cable sports channels such as ESPN and FOX SPORTS also carry
live tournaments.  There are several magazines and cable channels
devoted entirely to the game of golf. There is coverage on radio, TV,
newspapers and magazines in Europe and Asia.

Progolftournaments.com has developed a concept and business plan that
is designed to take advantage of this interest in the game of golf and
the growth of the Internet and the Worldwide Web. The athome computer
players will have the opportunity to play the same tournaments the
professional golfers are playing on the same weekend and play for cash
prizes.  The business plan calls for onehalf of each entry fee to be
set aside for prize money. The purse each weekend will be progressive;
that is, the size of the award will increase proportionately with the
number of players. Each entry in the on-line tournament will cost
$10.00.  For a person to enter a Progolftournent.com tournament, that
person will log on to our Internet site, register to play and pay
through the use of a credit card.  Once they have finished this process
they are then eligible to play the tournament.  Anyone may enter more
than once as long as the $10.00 fee is paid for each entry on or before
Thursday of each week.

Each entrant will play four rounds on their computer: one on Thursday,
one on Friday, one on Saturday and one final round on Sunday. These
rounds will follow the same format as the professionals, one round
each day.  The difference in our game is that each round can be played
any time during that twenty-four hour period. The computer players
will have the same decisions to make as their professional
counterparts: distance to the green, what club to use. There will be
no elimination of players in the computer tournaments, thereby giving
every participant an opportunity to get into the prize money by
pulling out a come frombehind outstanding final round.  On the actual
professional golf tour, the field for the final two rounds is reduced
to the seventy best scores after the second round.   Those who do not
make the top seventy are cut from the ability to play the final two
rounds and earn a share of the prize money.  This is referred to as the
"cut".
Having no cut in the on-line tournament will result in more activity
in the final rounds.

At the end of play each Sunday the 100 players with the lowest scores
will share in the purse. If there is a tie for low score, a playoff
will be staged on Monday to decide the winner. Practice rounds will be
available to the tournament entrants at a cost of $5.00 for ten rounds
or $10.00 for twenty-five rounds. Each player is able to choose the
make of club he or she will use and the brand of golf ball to be used.

Anyone in the world will have an opportunity to play in some of the
most prestigious tournaments such as the British Open or the Masters.
In fact, anybody will have the opportunity to play any tournament held
on the four major tours: PGA, LPGA, Senior PGA and the European tour.
There is a possibility that some jurisdictions in the world may
prohibit its citizens from participating in the on-line tournaments.
Others might prohibit receiving a prize or prizes, if one or more were
won.  If either of these situations should arise, revenues would be
curtailed from those jurisdictions.

As in most Internet applications, there is no certain way of
determining or confirming age of players.  Progolftournaments.com will
include a provision in the entry form whereby the registrant confirms
that he or she is of legal age.  There is no certain way that we can
confirm a person's age over the Internet. We will ask the question on
the registration form to limit any potential liability.

Management has made extensive inquiries and can find no prohibition
for the offering of prizes on Internet games.  Our game is keyed to
individual skill in playing the game of golf. Both professional and
amateur golf tournaments regularly give prizes to winners.

Joint promotions are planned with some cable TV networks, the major
tours, golf publications and the manufacturers of golfing equipment.
Preliminary conversations have taken place with many
of these enterprises. In every case, commitment has been deferred
until after the Internet game is in place and the whole on-line
package can be assessed. Should all of those concerns decide not to
cross-promote, Progolftournaments.com would be forced to pay for most
or all of its promotion itself.  This would result in a rapid
depleting of its financial resources and a pressing need for new
capital injections, which may or not be available on terms acceptable
to Progolftournaments.com.
Management has investigated the cost of advertising and promotion in
North America.  In the event no cross-promotion is available they
estimate this could cost up to $5,000,000.

Our game will be available anywhere that there is Internet service. We
could have players from every continent and every country in the
world. The only hindrance would be being unable to access the Internet
and lack of an acceptable credit card.

Progolftournaments.com has developed its own website using a web
design firm that specializes in designing and developing websites. Our
website has various links on it that include the banners of our
present partners.  As we add partners to help in the cross promotion
we will be adding their banners to our link page of our website and in
return, they will add our banner to their website. This will enable
visitors to their website to quickly and easily link back to our
website.  This is the concept of cross promotion between websites.

INDUSTRY CONDITIONS, TECHNOLOGY  AND COMPETITION

Progolftournaments.com does not yet know whether adapting computer
golf to the major golf tournaments will be a feasible moneymaking
venture. We are not aware of any other concern offering the same type
of game.  Each tour has a weekly tournament.  Each week our golf
course layouts and photo graphics will change.  For a complete
explanation, see: "The Game and how it is played".

Our technology and exposure to potential competition
Progolftournaments.com will not be developing any new technology but
will be utilizing existing technology that is readily available on the
market.  The process of combining the computer golf game with the
various professional tour events that are held on a weekly basis
throughout the year, with the ability to accept payment to play these
tournaments over the Internet and monitor every participant's scores
can be duplicated.  All a potential competitor would require is the
resources and  the time.  All professional golf tours publish their
annual list of scheduled events well in advance.

We have what we believe is the best computer golf game available which
we have licensed from Psygnosis, Ltd.   We are in the process of
finalizing arrangements for the conversion of the computer golf game
to an Internet golf game with a software development company, but as
yet we have not contracted this process out to anyone.   This should
be done by July 15, 2000.
The estimated cost of development of the software is approximately
$150,000.  There are several hosting companies in North America that
are capable of handling the necessary requirements of an Internet
based game.  We have not yet contracted with any company to host our
game for us but we expect to select one by September 30, 2000.

The software development company that we will contract to do the
conversion of the computer game to the Internet game will also
incorporate the score keeping function into the software package.

Credit card processing software is readily available and adaptable.
There are several third party credit card processing services
available should we decide to use one of their services. We have made
no decision as to which, if any, we will use.

We require two third party service providers for our business, one for
hosting our web site and the other for the processing of credit card
transactions.  There are many companies in existence in North America
providing each of these services.  Should we have any problems it
would not be difficult to move to another supplier very quickly.  We
would suffer some short-term losses but would continue to be in
business.  These software packages and/or service providers are also
available to a potential competitor.

The intellectual property of Progolftournaments.com  was developed by
Psygnosis Ltd. who licensed it to us.  Our license is an exclusive
agreement.   We are the only company that is entitled to use their
technology on the Internet.  We have employed outside website
designers to develop the existing website that we have available on
the Internet.  Psygnosis employed a golf game development company in
London, England to develop the game originally.  We have contacted
that company and are in negotiations with them to convert the game for
play on the Internet and for new courses in the future.  We anticipate
that the game will be ready for play in late September or early
October,  2000.  Our time frame is to launch the game November 1,
2000.  We will be launching one tour at a time.

There are existing PC golf games in the marketplace that are available
today besides the Psygnosis game.  The same processes employed by our
company to come to market are available to any other company that
wishes to do so.


EMPLOYEES

Progolftournaments.com is a development stage company and currently
has no employees. Management plans to use consultants, attorneys and
accountants as necessary and does not plan to engage any full-time
employees until shortly before we are ready to begin play.  If
Progolftournaments.com establishes the feasibility of their concept
and successful implementation of their business plan, one or more
people will be needed to handle administration, computer programming
and marketing. A portion of any employee compensation likely would
include the right to acquire stock in Progolftournaments.com, which
would dilute the ownership interest of holders of existing shares of
common stock.


AVAILABLE INFORMATION

Progolftournaments.com has filed with the Securities and Exchange
Commission a Registration Statement on Form S-1 with respect to the
common stock offered by this Prospectus. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement or the
exhibits and schedules which is part of the Registration Statement.
For further information with respect to Progolftournaments.com and
its common stock, see the Registration Statement and the exhibits and
schedules thereto. Any document Progolftournaments.com files may be
read and copied at the Commission's public reference rooms at 450
Fifth Street, NW, Washington, D.C.; 7 World Trade Center, Suite 1300,
New York, NY; and Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, IL.  Please call the Commission at 1 -800-SEC-0330
for further information about the public reference rooms.
Progolftournaments.com filings with the Commission are also available
to the public from the Commission's Website at http://www.sec.gov.

Upon completion of this offering, Progolftournaments.com will become
subject to the information and periodic reporting requirements of the
Securities Exchange Act and, accordingly, will file periodic reports,
proxy statements and other information with the Commission. Such
periodic reports, proxy statements and other information will be
available for inspection and copying at the Commission's public
reference rooms, and the Website of the Commission referred to above.


DESCRIPTION OF PROPERTY

Progolftournaments.com currently maintains limited office space,
provided by Mr. Winick, for which it pays no rent. The address is 3266
Yonge Street, Suite 1208, Toronto, Ontario M4N 3P6 CANADA, and the
phone number is (416) 962-4508. When the conversion of the computer
game for Internet use is near, adequate office space will be acquired
and equipped to begin tournament play.  At this time we do not own any
communication or computer equipment.
LEGAL PROCEEDINGS

Progolftournaments.com is not a party to any material pending legal
proceedings, and none of its property is the subject of a pending
legal proceeding. Further, the officers and directors know of no legal
proceedings against Progolftournaments.com or its property
contemplated by any governmental authority.

MARKET PRICE OF, AND DIVIDENDS ON, CAPITAL STOCK AND OTHER SHAREHOLDER
MATTERS

No established public trading market exists for Progolftournaments.com
securities. Progolftournaments.com has an outstanding purchase option
for 3,287,100 shares (25% of the company) Progolftournaments.com has
no other securities convertible into its common equity. There is no
common equity that could be sold pursuant to Rule 144 under the
Securities Act. Except for this offering, there is no common equity
that is being, or has been proposed to be, publicly offered.

As of April 30, 2000, there were 9,861,300 shares of common stock
outstanding, held by 60 shareholders of record. Upon effectiveness of
the Registration Statement that includes this Prospectus, 7,485,300 of
Progolftournaments.com outstanding shares will be eligible for sale.

To date Progolftournaments.com has not paid any dividends on its
common stock and does not expect to declare or pay any dividends
on its common stock in the foreseeable future. Payment of any
dividends will depend upon Progolftournaments.com future earnings, if
any, its financial condition, and other factors as deemed relevant by
the Board of Directors.


SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the financial statements appearing
elsewhere in this Prospectus.  The Statement of Operations data set
forth below for the period  September 3, 1999, (inception) to
September 30, 1999 and for the interim period October 1, 1999 to April
30, 2000 and the balance sheet data as at September 30, 1999 and
April 30, 2000 are derived from Progolftournaments.com audited
financial statements and interim unaudited statements prepared by
management and included elsewhere in this Prospectus. The historical
results are not necessarily indicative of results to be expected for
any future period.



                                   Oct. 1, 1999          Inception to
                                   April 30, 2000        Sept. 30, 1999

STATEMENT OF OPERATIONS DATA:

Net sales                          00.00                 00.00
Loss from continuing operations    31909                 11155
Loss per share from continuing
operations                         Nil                   Nil

BALANCE SHEET DATA

Total Assets                      76,388                 84,046

Progolftournaments.com is in its early developmental and promotional
stages. To date, Progolftournaments.com only activities have been
organizational, directed at raising its initial capital and developing
its concept and business plan. Progolftournaments.com has not
commenced commercial operations. As a result, the selected financial
data presented above bear no resemblance to the results that
Progolftournaments.com expects when it begins operations. See "Risk
Factors", "Description of Business" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations".


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction
with our financial statements dated September 30, 1999 (audited) and
April 30, 2000 (prepared by management).



Results of Operations

During the period from September 3, 1999, (inception) through April
30, 2000, we have accomplished the following:


Organizational activities and preparation for registration of
its securities under the Securities Act of 1933.

Progolftournaments.com received no revenues during this period.

Have signed a contract with the software developer,
Psygnosis, Ltd. of Liverpool, Great Britain, a subsidiary of SONY
Europe, for the adaptation of its home computer game "Pro 18 World
Tour Golf". Psygnosis will receive $1.25 from each ten dollar entry
fee and 12 1/2% of gross advertising revenues.
Psygnosis, Ltd. has also agreed to accept a royalty advance of $10,000
to be deducted from first royalty payments and an option on 3,287,100
shares of common stock. We are also able to deduct the next $100,000
in royalties which will be the Psygnosis contribution toward
converting the game for Internet play.

Entered into discussions to acquire credit card processing

Progolftournaments.com expects to introduce the on-line golf
game one tour at a time. November 1, 2000 is the target date to have the
first tournament game fully operational.  We have not entered into any
agreement for the development of the software but are in negotiations
with a developer.

For the current fiscal year, Progolftournaments.com anticipates
incurring a loss as a result of organizational expenses, expenses
associated with registration under the Securities Act of 1933, and
expenses associated with setting up a company structure to begin
implementing its business plan. Progolftournaments.com anticipates
that until these procedures are completed it will not generate
revenues and may continue to operate at a loss thereafter, depending
upon the performance of the business. Liquidity and Capital Resources
Progolftournaments.com remains in the development stage and since
inception has experienced no significant change in liquidity or
capital resources or shareholders' equity. Consequently, our balance
sheet as of September 30, 1999 reflects total assets of $ 84,046 in
the form of cash,
subscriptions receivable and capitalized organizational costs. Our
balance sheet as of April 30, 2000 reflects total assets of $76,388.

During the period from October 1, 1999 to April 30, 2000
Progolftournaments.com has increased its losses by $31,909. Expenses
incurred during this period included WebPages design, Internet
promotion, travel, office supplies and other expenses. The operating
deficit increased from $11,155 to $43,064. Shareholders' equity
dropped from $83,706 to $51,877.  Both the September, 30, 1999 audited
financial statements and the April 30, 2000 interim statements are
included in this Registration Statement by reference.

The following is management's estimate of costs that will be incurred
to set up facilities and be ready to commence tournament play by
November 1, 2000:

1) conversion of computer game to Internet game              150,000

2) lease deposits and six months office lease payments        37,500


3) office furniture, equipment and supplies                   55,000

4) computer equipment and software                            75,000

5) recruiting costs and six months salaries and benefits     104,000

6) advertising                                               100,000

7) travel and expense                                         35,000

8) contingencies                                              50,000

9) working capital                                           300,000

Total estimated expenses                                    $906,500

Progolftournaments.com has no revenues and will not have any have any
revenues until the game is on the Internet and available to play.  The
anticipated expenses of $906,500 will contribute that same amount to
the losses of the Company.

Management is currently looking for the capital to complete our
business plan.  Negotiations and exploration are continuing.  We have
received no commitments as yet.
Progolftournaments.com expects to carry out its plan of business as
discussed above. In addition, we may engage in a combination with
another business. Progolftournaments.com cannot predict the extent to
which its liquidity and capital resources will be diminished prior to
the consummation of a business combination or whether its capital will
be further depleted by the operating losses (if any) of that entity.
Progolftournaments.com has not engaged in discussions concerning
potential business combinations.
Progolftournaments.com will need additional capital to carry out its
business plan or to engage in a business combination. No commitments
to provide additional funds have been made by management or other
shareholders. We cannot assure you that any additional funds will be
available on acceptable terms or at all. Progolftournaments.com has no
commitments for capital expenditures other than the costs to convert
the Pygnosis computer game for use on the Internet.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Janet Loss, C.P.A., P.C. has served as Progolftournaments.com
independent auditor since inception, and Progolftournaments.com has
not had any dispute with Janet Loss C.P.A., P.C. over accounting or
financial disclosure.


DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the name, age and position of each
director and executive officer of Progolftournaments.com:

Name                           Age              Position
Howard I. Klein                43               President,Secretary,
                                                Director

Michael R. Levine              52               Vice President,
                                                Director

Sandy Winick                   41               Treasurer,
                                                Director


Howard I. Klein became Progolftournaments.com President, Secretary and
Director in September, 1999. For the past twenty years, in fact all of
his adult working life, Mr. Klein has been involved with the printing
and graphics industry, beginning as the proprietor of a Minuteman
Press franchise in 1979.  Mr. Klein has recently sold his interest and
resigned his position as CEO and Managing Partner of Kleinbar
Graphics, Inc. of Markham, Ontario. He is currently the print buyer
for Dupleum Corp. Mr. Klein holds C.G.A.E. certification from
Northwestern University, Evanston, IL in the fields of Production,
Financial and Sales Management.

Michael R. Levine became Progolftournaments.com Vice-President and
Director in September, 1999. Mr. Levine is currently the Co founder
and President of Danbury Financial Corp., an asset based lender
specializing in short term loans on machinery, equipment and rolling
stock. From 1985 through 1999 Mr. Levine served as President of Upper
Canada Equity Development, Inc. He received a BSc degree from Sir
George Williams University, Montreal, Quebec; MBA from
University of Western Ontario, London, Ontario and received the
designation of Certified General Accountant in 1986.

Sandy Winick became Progolftournaments.com Treasurer and Director in
September, 1999. He is currently Vice-President of Danbury Financial
Corp., providing liaison with clients, negotiation of funding
agreements, creating new business and monitoring that company's entire
loan portfolio. For the two-year period, 1997 to 1999, Mr. Winick
served as CEO of Millenia Corporation; a US publicly traded company.
His duties there, in addition to day-to day administration, included
funding, acquisition and consolidation of several businesses and
completing a reverse takeover with a private company. Previous
activities include serving as an independent financial consultant with
Madison Consulting Group from 1992 through 1996; President and CEO of
Naturally Niagara Inc., a full service beverage manufacturer and
distributor from 1991 to 1992 and from 1989 to 1991, President of
Payless Furniture, a thirteen unit chain of furniture stores. Mr.
Winick is the originator of the Progolftournaments.com concept.

The directors named above will serve until the first annual meeting of
Progolftournaments.com shareholders. Thereafter, directors will be
elected for one-year terms at the annual shareholders' meeting.
Officers will hold their positions at the pleasure of the Board of
Directors, absent any employment agreement. No employment agreements
currently exist or are contemplated. There
is no arrangement or understanding between the directors and officers
and any other person pursuant to which any director or officer was or
is to be selected as a director or officer.

None of the directors and officers has any arrangements with each
other regarding serving on the board. They are personal and business
acquaintances and all share an avid interest in golf.

The directors and officers of Progolftournaments.com will devote their
time to Progolftournaments.com affairs on an "as needed" basis. As a
result, the actual amount of time, which they will devote to
Progolftournaments.com  is unknown and is likely to vary substantially
from month to month.


EXECUTIVE COMPENSATION

No officer or director has received any remuneration from
Progolftournaments.com. Although there is no current plan in
existence, it is possible that Progolftournaments.com will adopt a
plan to pay or accrue compensation to its Directors and Officers for
services related to the implementation of the concept and business
plan.
Progolftournaments.com has no stock option, retirement, incentive,
defined benefit, actuarial, pension or profit-sharing programs for the
benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the
future. The Company does not have a policy established for noncash
remuneration or reimbursement for Directors and Officers.
Progolftournaments.com has no employment contract or compensatory plan
or arrangement with any executive officer. The directors currently do
not receive any cash compensation from Progolftournaments.com for
their service as members of the board of directors. There is no
compensation committee and no compensation policies have been adopted.
See "Certain Relationships and Related Transactions."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The
following table sets forth as of April 30, 2000,

Progolftournaments.com outstanding common stock owned of record or
beneficially by each executive officer and director and by each person
who owned of record, or was known  by Progolftournaments.com to own
beneficially, more than 5% of the Company's common stock and the
shareholdings of all executive officers as a group.

Class     Name and Address              Shares Owned    Percentage of Class

Common    Howard I. Klein               901,000         9.14
          6844 Johnson Wagon Crescent
          Mississauga, ON L5W 1B1

Common    Michael R. Levine             -0-             -0-
          63 St. Clair Avenue, West
          Suite 1704
          Toronto, ON M4V 2Y9

Common    Sandy Winick**                1475000         14.96
          6021 Yonge Street
          Suite 212
          Toronto, ON M2M 3W2

Common    Mary McGowan*                 2,700,000       27.38
          1839 Walkers Point Road
          Gravenhurst, ON P1P 1R3

Common    Lynn Stewart                  1,000,000       10.14
          RR #2
          Mount Forrest, ON N0G 2L2

All Officers and Directors as a group   2,376,000       24.10

* Mary McGowan is a close associate of Mr. Levine.  Ms McGowan has her
own independent means and both she and Mr. Levine deny any beneficial
ownership.

** Includes 475,000 shares owned by Jodi Winick, wife of Sandy Winick
and which may be considered to be beneficially owned.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No director, executive officer or nominee for election as a director
of Progolftournaments.com and no owner of five percent or more of the
outstanding shares or any member of their immediate family has entered
into or has proposed any transaction in which the amount involved
exceeds $10,000.00.  Mr. Levine and Mr. Winick are both involved in
Danbury Financial Corp., a company having no direct or indirect
affiliation with Progolftournaments.com.  If Progolftournaments.com
succeeds in implementing its business plan, it is not inconceivable
that one or all of these individuals could become its full-time
employees and executives.


DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES

The Bylaws of Progolftournaments.com provide that the Company will,
absence a finding of negligence or misconduct in the performance of
duty, indemnify its officers and directors for costs and expenses
incurred in connection with the defense of actions, suits or
proceedings against them on account of their being or having been
directors or officers of Progolftournaments.com.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors officers or
persons controlling Progolftournaments.com and pursuant to the
forgoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable.




INDEX TO FINANCIAL STATEMENTS

Progoltournaments.com
(A Development Stage Company)
                                       Sept. 30, 1999    April 30, 2000
                                             Audited     Unaudited

Report of Certified Public Accountant        F-1
Consolidated Balance sheet                   F-2         2
Consolidated Statement of Operations         F-3         3
Consolidated Statement of Stockholders' Equity F-4
Consolidated Statement of Cash Flows         F-5         4
Notes to Financial Statements                F-6 & F-7


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Toronto, Province of Ontario, CANADA, on June 8, 2000.
                        PROGOLFTOURNAMENTS.COM
                    /s/ Howard I. Klein
                    By Howard I. Klein
                    Its President


Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

s/s  Howard I. Klein    President, Secretary and  Director Date:
                        June 8, 2000
     Howard I. Klein


s/s Michael R. Levine   Vice President and Director Date:  June 8, 2000
    Michael R. Levine

s/s Sandy Winick        Treasurer and Director Date:  June 8, 2000
    Sandy Winick














                  PROGOLFTOURNAMENTS.COM



             UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



                   (STATED IN UNITED STATES DOLLARS)



           FOR THE SEVEN MONTH PERIOD ENDED APRIL 30, 2000





     PROGOLFTOURNAMENTS.COM UNAUDITED CONSOLIDATED BALANCE SHEET
                 (UNITED STATES DOLLARS)

                   AS AT APRIL 30, 2000

                          ASSETS








Current
Cash                                      6,952
Accounts receivable                          69
Loan receivable                          65,000
Other assets                              3,325
Incorporation cost,net
of amortization                           1,042
                                         76,388

          LIABILITIES AND SHAREHOLDERS EQUITY


Current
Accounts payable                            260
Note payable                             24,251

                                         24,511


Common shares
(Authorized, 50,000,000 shares par value $ .001
Outstanding, 9,861,300 shares             9,861


Additional paid-in capital               85,080

Deficit                                (43,064)

Total shareholders equity               51,877


                                   $     76,388


           See accompanying notes to Financial Statements


                     PROGOLFTOURNAMENTS.COM

UNAUDITED CONSOLIDATED STATEMENT OF DEFICIT (UNITED STATES DOLLARS)

         FOR THE SEVEN MONTH PERIOD ENDED APRIL 30, 2000






Deficit, beginning of period             11,155
Dividends paid                                0

                                         11,155

Net income (Loss)                      (31,909)

Retained earnings (Deficit),
end of period                          (43,064)




         See accompanying notes to Financial Statements

              PROGOLFTOURNAMENTS.COM
              UNAUDITED CONSOLIDATED STATEMENT OF LOSS (UNITED STATES
              DOLLARS)

              FOR THE SEVEN MONTH PERIOD ENDED APRIL 30, 2000

Revenue
       Interest income                   1,950
       Other income                        100

                                         2,050

Expenses
        Web design                       4,395
        Internet promotion              21,766
        Promotion                        1,207
        Travel                           4,615
        Rent                               339
        Office supplies & expenses       1,003
        Legal fees                           0
        Accounting fees                      0
        Other operating expenses           476
        Bank charges                       158
                                        33,959


Loss before United States income tax   (31,909)

     U.S. Federal income tax                 0

Net Income (Loss)                    $ (31,909)







            See accompanying notes to Financial Statements


        PROGOLFTOURNAMENTS.COM
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
        APRIL 30, 2000

















      1.         Significant accounting policies




      a)         Basis of Financial Statements
     These Financial Statements reflect the assets and liabilities of
PROGOLFTOURNAMENTS.COM, a Nevada Corporation, and its wholly owned
subsidiary, PROGOLFTOURNAMENTS.COM INC., an Ontario corporation,
incorporated September 3, 1999 and September 29, 1999, respectively.
     These Financial Statements are prepared on a consolidated basis.
The accounts of the subsidiary company are reflected in these
Financial Statements.
      b) All amounts are in United States Dollars, except where noted.


           2.        Statement of Changes in Financial Position

A statement of changes in financial position has not been
presented as it is felt that it would not be of significant benefit
to the readers of the Financial Statements at this time.




                PROGOLF TOURNAMENTS.COM AND SUBSIDIARY

                (A Development Stage Enterprise)

                          AUDIT REPORT

                       September 30, 1999






Janet Loss, C.P.A., P.C. Certified Public Accountant
3525 South Tamarac Drive, Suite 120 Denver, Colorado 80237

PROGOLF TOURNAMENTS.COM AND SUBSIDIARY (A Development Stage
Enterprise)

                    INDEX TO FINANCIAL STATEMENTS
                           TABLE OF CONTENTS

ITEM                                                    PAGE

Report of Certified Public Accountant.....................      1
Consolidated Balance Sheet, September 30, 1999 ...........      2




Consolidated Statement of
Operations, for the period September
3, 1999 through September 30, 1999 .......................      3

Consolidated Statement of Stockholders
Equity (Deficit), from September
3, 1999 through September 30, 1999 .......................      4

Consolidated Statement of Cash Flows,
For the period from September
3, 1999 through September 30, 1999 .....................        5
Notes to Financial Statements.....................            6-7



                Janet Loss, C.P.A., P.C. Certified Public Accountant
                3525 South Tamarac

Drive, Suite 120
Denver, Colorado 80237
                            (303) 220-0227




Board of Directors
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY 3266 Yonge Street, #1203
Toronto, ON  M4N3P6 Canada.
I  have  audited  the accompanying Consolidated Balance  Sheet of
PROGOLF TOURNAMENTS.COM  AND  SUBSIDIARY (A Development Stage
Enterprise)  as  of September 30, 1999 and the Consolidated  Statements
of  Operations, Stockholders Equity, and Cash Flows for the period from
September 3, 1999 (Inception)  through  September  30, 1999. My
examination was made in accordance  with  generally accepted auditing
standards, and accordingly, included  such tests  of the accounting
records and  such other  auditing procedures as we considered
necessary in the circumstances.
In  my  opinion,  the consolidated financial statements referred to
above present fairly accurately, in all material respects, the
financial position of  PROGOLF TOURNAMENTS.COM AND SUBSIDIARY (A
Development Stage Enterprise) as  of  September 30, 1999, and the
results of its consolidated  operations and  changes  in  its cash
flows for the period  from  September  3,  1999 (Inception) through
September  30, 1999,  in  conformity  with  generally
accepted accounting principles applied on a consistent basis.

Janet Loss, C.P.A., P.C.

November 24, 1999
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY (A Development Stage
Enterprise)
CONSOLIDATED BALANCE SHEET September 30, 1999

ASSETS

CURRENT ASSETS:

Cash in checking                    $    76,578
  Common Stock Subscription
  Receivable                              6,426

TOTAL CURRENTS ASSETS               $    83,004

OTHER ASSETS:

Organizational Costs,
net of amortization                       1,042

TOTAL ASSETS                        $    84,046





LIABILITIES AND STOCKHOLDERS EQUITY CURRENT


LIABILITIES:

Accounts Payable, trade             $       260

STOCKHOLDERS EQUITY:

  Preferred Stock, $0.001 par
  Value; 10,000,000 shares
   Authorized, none issued                    0

  Common Stock, $0.001 par
  Value; 50,000,000 shares
Authorized, 9,861,300 shares
Issued and outstanding               $    9,861

Additional Paid-In capital               85,080

Retained earnings (Deficit)            (11,155)

Total Stockholders Equity                83,786

Total Liabilities and
Stockholders Equity                 $    84,046


The accompanying notes are an integral part of the
financial statements.







             PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
             (A Development Stage Enterprise) CONSOLIDATED
             STATEMENT OF OPERATIONS

For the period from September 3, 1999 (Inception) Through September
30, 1999




REVENUES:                                 $        29
OPERATING EXPENSES:
  Amortization Expense                             18
Consulting and Promotional Expense              1,466
Legal and Accounting Expenses                   5,500
  Professional Fees                             4,200
     Total Operating Expenses                  11,184
  NET (LOSS)                             $   (11,155)
  NET (LOSS) PER
  SHARE OF COMMON STOCK                       (.0011)

Weighted Average
Number of shares
Outstanding                                 9,861,300







The accompanying notes are an integral part of the financial
statements.


    PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
    (A Development Stage Enterprise)


    CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)

For the
period from September 3, 1999 (Inception) Through September 30, 1999


<TABLE>
<CAPTION>

                                                         (Deficit)
                Common                                   Accumulated
                Stock                                    During the     Total
                Number of    Common      Additional      Development    Stockholders
                Shares       Stock       Paid-In         Stage          Equity
                             Amount      Capital                        (Deficit)


<S>             <C>          <C>         <C>             <C>            <C>
Balance
September 3,    0            0           0
1999                                                     0              0
Shares
issued for
cash,
September 3,    8395300      8,395       93,475
1999                                                     85,080         0

Shares
issued for
services,
September 3,    1466000      1466        0               0              1466
1999


Net (Loss)
for the
(11,155)
period ended
September 3,    0            0           0               (11555)        (11555)
1999

Balance
September
30, 1999        9861300      9861        85080           (11,155)        83,786

</TABLE>



The accompanying notes are an integral part of the financial statements.


              PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
                  (A Development Stage Enterprise)

                 CONSOLIDATED STATEMENT OF CASH FLOWS

For the period from September 3, 1999 (Inception) Through September
30, 1999


CASH FLOWS FROM OPERATING
ACTIVITIES:

  Net (Loss)                                 $   (11,155)

Adjustments to Reconcile
Net (Loss) to Cash Flow From
Operating Activities:
     Increase in Common Stock
Subscription Receivable                           (6,426)
Increase in organizational costs                  (1,060)
Increase in accounts payable                          260
Amortization                                           18

  Net cash provided (Used)
      By operating activities                     (18,363)

CASH FLOWS FROM FINANCING
ACTIVITIES:

  Issuance of Common
  Stock                                             94,941

  NET INCREASE IN CASH                              76,578

Cash,

Beginning of the period                                  0
Cash, end of the period                        $    76,578





The  accompanying  notes are an integral part  of  the  financial
statements.




                PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
                   (A Development Stage Enterprise)


NOTES TO FINANCIAL STATEMENTS September 30, 1999


NOTE I  ORGANIZATION AND HISTORY

The Company is a Nevada corporation and the Company has been in the
development stage since its formation on September 3, 1999. The wholly
owned subsidiary, PROGOLF TOURNAMENTS.COM, INC. is an Ontario-Canada
Corporation incorporated September 29, 1999.

The Companys only activities have been organizational, directed at
acquiring its principal assets, raising its initial capital and
developing its business plan.

NOTE II  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Activities

The Company has been in the development stage since its inception.
Basis of Financial Statements
The financial statements reflect the assets and liabilities of PROGOLF
TOURNAMENTS.COM, a Nevada Corporation, and its wholly owned
subsidiary, PROGOLF TOURNAMENTS.COM, INC., an Ontario Corporation,
incorporated September 3, 1999 and September 29, 1999, respectively.
These Financial statements are prepared on a consolidated basis. The
accounts of the subsidiary company are reflected in these Financial
statements.  All material intercompany accounts and transactions have
been eliminated.


Accounting Method

The Company records income and expenses on the accrual method. Cash
and Cash Equivalents

Cash and cash equivalents includes cash on hand, cash on deposit and
highly liquid investments with maturities generally of three months or
less.


Organizational Costs

Costs incurred in organizing the Company are being amortized over a
sixty- month period.


Use of Estimates

The preparation of Financial statements in conformity with generally
accepted accounting principles 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 revenues and expenses during the
reported period. Actual results could differ from those estimates.


Currency Exchange

The Financial statements are presented in dollar amounts based on
United States Currency Exchange.


Fiscal Year

The Company adopted a fiscal year end of September 30th.