UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

{X}  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                        Commission file number: 333-61533

                               PROFORM GOLF, INC.
                 (Name of small business issuer in its charter)

            DELAWARE                                          84-1334921
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)


                  5335 WEST 48TH AVENUE, DENVER, COLORADO 80212
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (303) 458-1000

       Securities registered under Section 12(b) of the Exchange Act: NONE

       Securities registered under Section 12(g) of the Exchange Act: NONE

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to the filing requirements for the past 90 days. Yes  X     No

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

           Issuer's revenues for its most recent fiscal year. $479,459

    Aggregate market value of the voting and non-voting common equity held by
 non-affiliates of the registrant as of April 12, 2001: $2,665,333 (See Item 5)

  Number of shares outstanding of registrant's Common Stock, $0.001 par value,
                  as of April 12, 2001: 7,675,236 (See Item 11)

                    Documents incorporated by reference: NONE

       Transitional Small Business Disclosure Format (check one): Yes    No X

Exhibit index on consecutive page 13                         Page 1 of 30 Pages


<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.
--------------------------------------------------------------------------------

THE COMPANY

We (PROform golf inc., referred to sometimes as "PROform", "us", "our" and "we")
provide golf instruction to the public and we license our curriculum to
professional instructors.

CORPORATE AND BUSINESS HISTORY

We were originally founded in Colorado in 1991 under the name World Associates,
Inc. and remained dormant until 1995. We formed a subsidiary in Delaware in
February 1996 originally called Team Family, Inc., which changed its name to
Proformance Research Organization, Inc. in January 1997. We merged into this
subsidiary effective July 31, 1998, thereby effecting a reincorporation,
changing us from a Colorado corporation to a Delaware corporation. In July 2000,
we changed our name to PROform golf, inc.

Our goal is to be the largest golf school in the United States. We acquired our
first golf school, which established our curriculum, in September 1996. Over the
past five years, we have been constantly revising our business plan to determine
the best method for selling and marketing our services and increasing the number
of golf schools we operate. While we have received revenue from our operations,
our expenses have been significantly greater than our revenues. We have relied
significantly on loans and equity investments to fund our operations.
Specifically, we have relied upon the efforts of William D. Leary, an officer,
director and major shareholder of PROform, to secure such funding.

During 1997 and 1998, we focused our efforts on our contract with SUNKYONG
U.S.A., a fortune 500 company, which is described below. SUNKYONG intended to
open 32 golf schools in the Pacific Rim and establish Learning Centers (which
are described below) on our behalf. Due to financial problems and status of the
Asian economy at the time, SUNKYONG did not open the golf schools or establish
Learning Centers; therefore, two years of our efforts were abandoned.

During 1998 and 1999, we attempted to conduct an initial public offering to
raise funds for our operations. We were not able to close the offering. As a
result, we have been unable to expand at the rate we had projected.

In 2000, we registered, among other things, common stock issued to noteholders
which had agreed to convert their promissory notes. As a result, we were able to
reduce our outstanding debt by $1,907,300. Registering the shares with the
Securities and Exchange Commission also enabled us to qualify for quotation on
the Over-the-Counter Bulletin Board. In addition, during 1999 and 2000, we
offered distributors the opportunity to sell golf instruction packages, referred
to as Premium Links(TM). To date, we have been disappointed with the efforts of
the distributors. We, directly, were able to sell Premium Links(TM) packages to
corporate purchasers such as TCI, 3Com, Oracle and Public Service of Colorado to
redeem lessons at locations nationwide.

CURRENT OPERATIONS

During 2001, we have decided to focus our efforts on licensing our curriculum to
professional instructors and we are attempting to acquire other golf schools,
which would in turn become Destination Golf Schools. We intend to acquire other
golf schools using a combination of stock and cash. We believe that having our
stock quoted on the Over-the-Counter Bulletin Board will assist us in raising
funds to acquire other golf schools and/or allow us to acquire other golf
schools for stock. Our business plan is dependent upon our ability to acquire
other golf schools. We have developed our business in a way that we believe will
benefit from economies of scale achieved through acquiring other golf schools.
At our present stage of development, our operations are too small to benefit
from these economies of scale. If we are unable to acquire additional golf
schools or sell a sufficient number of Learning Centers, we will need to revise
our business plan.


                                       2
<PAGE>


INSTRUCTION CENTERS

We offer courses through two outlets - Destination Golf Schools and Learning
Centers. Destination Golf Schools are operated by PROform and offer full-day and
multiple-day courses. Learning Centers are operated by independent licensees and
offer hourly instruction. Destination Golf Schools and Learning Centers may
exist at the same location, thereby allowing a student to select either
full-day, multiple-day, or hourly instruction based on the student's needs.

DESTINATION GOLF SCHOOLS

Destination Golf Schools are sites where we offer full-day and multiple-day
courses. Retail fees for Destination Golf Schools are paid in advance and range
from $275 for a 1-day school to $995 for a 4-day school.

As of April 16, 2001, we had 11 Destination Golf Schools under contract for
operation during all or portions of the year. Following is a list of our sites
and sites under development, along with the date the site became available to
students and the season the site is open.
<TABLE>
<CAPTION>
                                                                   DATE
SITE NAME                        ADDRESS                           OPENED         SEASON             LEASE EXPIRES
---------                        -------                           ------         ------             -------------
<S>                              <C>                               <C>            <C>                <C>
The Bog                          3121 County Highway 1             April 2000     April - October    October 2000
                                 P.O.  Box 79
                                 Saukville, WI 53080
Caledonia Golf & Fish Club       369 Caledonia Drive               March 1999     Year round         April 2001
                                 Pawleys Island, SC 29585
Fred Arbanus Golf Club           11100 View High Drive             January 2000   April - October    December 2001
                                 Kansas City, MO 64134
Hamlet Windwatch                 1715 Vanderbuilt Motors Pkwy.     April 2000     April - October    September 2004
                                 Hauppauge, NY 11788
Indian Tree Golf Club            7555 Wadsworth Blvd.              April 1998     April - October    October 2001
                                 Arvada, CO 80003
Lake Spanaway Golf Club          15602 Pacific Avenue              March 2000     April - October    October 2001
                                 Tacoma, WA 98444
Paradise Point Golf Club         8212 Golf Course Road             April 2000     April - October    December 2001
                                 Smithsfield, MO 64089
Persimmon Country Club           500 Southeast Butler Road         April 2000     April - October    April 2001
                                 Gresham, OR 97080
Tapawingo National               13001 Gary Player Drive           February 2000  April - October    April 2001
                                 Saint Louis, MS
Thunder Hill Golf Club           7050 Griswold Road                April 2000     April - October    October 2000
                                 Madison, OH 44057
The Woods Resort                 P.O.  Box 5                       November 1999  April - October    December 2001
                                 Hedgesville, WV 25427
</TABLE>

LEARNING CENTERS

Learning Centers are sites operated by independent licensees and offer hourly
instruction and sales of golf clubs. Learning Centers are limited by contract to
offering courses of 3.0 hours or less. A Learning Center licensee's personnel
are trained by PROform using the Optimum Impact System. We charge an initial fee
to licensees at the time of entering into the contract and licensees are charged
an annual renewal fee. Licensees earn revenue on sales of hourly golf
instruction and golf club sales generated by the licensee. We pay licensees a
10% commission on any Destination Golf School classes generated by the licensee.
In addition, we offer licensees the opportunity to receive warrants, exercisable
for shares of our common stock, based upon the sales revenue of the licensees.
We believe establishing Learning Centers will provide PROform with greater name
recognition and increased visibility for our services.


                                       3
<PAGE>

CURRENT STRATEGY

The key elements of our strategy are (1) to acquire other golf schools; (2)
license the right to our teaching curriculum to be used at Learning Centers; and
(3) to expand our marketing programs. We cannot assure you that we will be able
to execute our strategy successfully.

ACQUIRE OTHER GOLF SCHOOLS.

We believe that the most important consideration for a golfer deciding which
golf school to attend is location. We believe that we can attract more students
and sell more student days by offering more locations. We believe acquiring
existing golf schools is the best method to increase the number of available
locations. Management believes that we can acquire existing golf schools using
primarily stock and to a lesser extent cash. We believe acquisitions of
currently operating golf schools can significantly increase our revenue base. In
addition, we believe that there will be a six to nine month delay from when we
acquire a school until we are able to see the financial benefits, if any, from
such acquisition. We are currently in various stages of discussions with several
golf schools, the majority of which have average gross revenues of $300,000 to
$400,000, and an average of two instruction sites per school. If we are
successful in acquiring any golf schools, the instruction sites operated by the
schools would become Destination Golf Schools. If we are successful in
negotiating acquisition agreements with any golf schools, we do not intend to
acquire more than two schools per month. As of the date of this report, there
were no understandings, agreements, or arrangements for any acquisitions.

The expense associated with acquiring golf schools and opening new sites pertain
to recruiting and training instructors and staff, rent, and advertising. The
start-up costs of establishing these new facilities are incurred in advance of
advertising the sites and booking students into the sites. Having established an
infrastructure for our Destination Golf School operations, management believes
we can now achieve economies of scale in certain of our operations, in
particular advertising, student bookings, and billing.

Our intent is to locate our sites in different geographic regions with varying
golf seasons, which we believe will reduce the effect of seasonality of our
business. We have incurred significant expense for personnel training which we
believe will assist us in implementing our expansion plans. By placing an
emphasis on training we have enabled our staff to become very familiar with our
systems which in turn will assist with the training of new staff of acquired
schools.

LICENSE THE RIGHT TO OUR TEACHING CURRICULUM TO BE USED AT LEARNING CENTERS.

We license our curriculum to golf schools which agree to offer hourly
instruction and operate under the PROform name. These Learning Centers will be
part of a national branding/marketing campaign to create brand awareness and
increase the perception of the availability of our instruction.

EXPAND OUR MARKETING PROGRAMS.

We believe that we must create and promote a new, memorable brand identity
through multiple marketing channels. Initially, we limited our marketing program
to traditional media, such as television and direct marketing. Management
believes that we must expand our marketing programs to include other
alternatives, including e-commerce and corporate direct marketing. We believe we
must build an identifiable brand identity and provide education to our
distributors about our marketing programs.

Although we intend to expand our marketing programs, we will rely significantly
upon the clients of the schools we intend to acquire to purchase our products
and services. We believe marketing to these client groups will allow us to defer
our marketing costs with a targeted approach.


                                       4
<PAGE>


INTERNATIONAL OPERATIONS

On May 6, 1997, we signed a five-year agreement with SUNKYONG U.S.A., under
which SUNKYONG agreed to represent us in the Republic of Korea (South Korea) on
an exclusive basis and to provide introductions to parties on a non-exclusive
basis throughout the Pacific Rim relating to product sales, and Destination Golf
School opportunities at sites in the Pacific Rim. Details with respect to each
site and fees to be paid to SUNKYONG were to be negotiated on a site-by- site
basis. This agreement provides that SUNKYONG has the option of purchasing up to
10,000 shares of our common stock at a price of $5.00 per share for each
Destination Golf School site, up to 32 sites in total. Sites are subject to our
approval. If all 32 sites are opened within the 5-year term of this agreement,
we may be obligated to issue 320,000 additional shares of common stock.

However, due to the current business and financial conditions in Asia generally
and South Korea in particular, we have done no significant business to date
under this agreement, and do not expect to do any significant business under
this agreement until Asian business and financial conditions improve.

INDUSTRY BACKGROUND

The National Golf Foundation, a non-profit golf research organization (the
"NGF"), conducts various surveys and studies of golfers in the United States.
According to excerpts from various studies by the NGF, there were approximately
26.5 million golfers in the United States age 12 and over, compared with 19.9
million golfers in 1986, an increase of 33%. Approximately 12 million of these
golfers are between the age of 18 and 39, 5.0 million are between age 40 and 49
and 6.5 million were over age 50. Approximately 5.6 million U.S. golfers are
"avid" golfers, defined as those who play at least 25 rounds of golf per year.
Today's typical golfer is male, 39 years old, has a household income of $63,300
and plays 21 rounds per year. In 1996, golfers spent about $15.1 billion on
equipment, related merchandise and playing fees, compared to $7.8 billion in
1986. Non-golfers spent an additional $1.25 billion on golf-related items in
1996.

MARKETING

We will market our products and services primarily to clients of the golf
schools which we intend to acquire. We intend to market our products and
services to our clients and clients of any schools we acquire. We believe this
approach will significantly reduce our marketing costs. Additionally, a key
component of our strategy is to use available working capital to stimulate
additional awareness and recognition of us and our services and products.

Our marketing department has conducted research on the circulation, reader
characteristics, and editorial content of various golf publications. Our
advertising and article placement strategy is intended to provide national
exposure, credibility and demand in the golf market. Our marketing strategy is
intended to be broad based, combining advertising in golf publications, such as
Golf Digest, with crossover advertising in other media intended to reach
targeted demographic and psycho graphic groups. These media include, but are not
limited to, high-end business and travel publications as well as electronic
media, such as cable television network programming (the Golf Channel) and the
Internet. Available capital would be used for larger ads running for consecutive
months to establish some degree of name recognition with our targeted audience.
In addition, we hope to take advantage of the marketing efforts of the operators
of our Learning Centers, as well as any future strategic alliances to expose us
to a wider audience at no cost to us.

We have also placed an advertisement in the WALL STREET JOURNAL to promote sales
of our Learning Centers.

COMPETITION

The golf instruction market is highly fragmented, with lessons available at a
vast number of local golf courses, driving ranges and golf shops, as well as a
large number of destination golf schools. Our Destination Golf Schools and
licensees of Learning Centers compete with all of these sources of golf
instruction. Shaw Guides, an Internet travel information source that compiles
golf instruction facilities, lists hundreds of different sources of golf
instruction in the United States. Many of the local sites with which our schools
compete have greater local name recognition and resources than us. Our
Destination Golf Schools compete with several destination golf schools operated
throughout the United States, including John Jacobs Golf Schools, David
Leadbeater Golf Academy,


                                       5
<PAGE>
Nicklaus/Flick Game Improvement, Arnold Palmer Golf Academy and Golf Digest
Schools. Many of the schools with which our Destination Golf Schools and
Learning Centers compete have greater resources, a larger number of sites, more
prestigious locations or affiliations with well-known and respected golfers or
golf instructors than we do. For example, John Jacobs Golf Schools has 30
schools and Golf Digest Schools offer instruction at 15 sites. While management
believes that our program is unique in its emphasis on the distributor network
for sales to corporations and growth through acquisitions, we cannot assure you
that we will be able to compete in the marketplace.

We believe that we are distinguished from our competitors on the basis of the
quality of our facilities, our unique curriculum, and our experienced management
team and staff. Our curriculum is geared toward the marketing premise that ideas
accepted on the professional golf tours are accepted by recreational golfers.
Our teaching curriculum has been "recognized" by the Professional Golf
Association. This recognition allows us to provide PGA instruction by employing
PGA professionals who can work toward or maintain their status in the PGA
program. In the May 1999 issue of Golf Magazine, we were rated as one of the top
25 golf schools in America. The rating was based on the following criteria:
teaching curriculum, quality of facility, student-teacher ratio, faculty (i.e.,
PGA instructors), and the use of state of the art equipment, such as computer
and video equipment. We received a similar rating by GOLF TIPS Magazine in
February of 2001.

EMPLOYEES

As of March 31, 2001, we had 11 full-time and 2 part-time employees. None of our
employees is represented by a labor union. We believe that our relationship with
our employees is good.


ITEM 2.  DESCRIPTION OF PROPERTY.
--------------------------------------------------------------------------------

We lease approximately 7,800 square feet of space for administrative, office,
and marketing functions in Denver, Colorado, through November 30, 2002. We
believe that this property will be sufficient to meet our needs for the duration
of the lease.


ITEM 3.  LEGAL PROCEEDINGS.
--------------------------------------------------------------------------------

We have been named in a number of suits to collect amounts that we owe to
various parties.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
--------------------------------------------------------------------------------

Not Applicable.



                                       6
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
--------------------------------------------------------------------------------

Our common shares have been quoted on the Over-the-Counter Bulletin Board
operated by the National Association of Securities Dealers, since March 5, 2001.
Our shares are listed under the symbol "PGLF".

The last reported bid and ask prices of our common stock by the OTC Bulletin
Board were $0.51 and $0.65, respectively, on April 12, 2001. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down, or commission
and may not represent actual transactions.

As of April 12, 2001, there were 304 record holders of our common stock.

During the last two fiscal years, no cash dividends have been declared on our
common stock.

RECENT SALES OF UNREGISTERED SECURITIES

During the fourth quarter of 2000, we issued and sold the unregistered
securities as described below:

We issued 35,000 shares of stock to 4 persons, all of whom were accredited
investors for $1.00 per share for $35,000.

We issued 5,000 shares of stock to 1 person, who was an accredited investor, for
$5.00 per share for $25,000.

We issued 2,000 shares of common stock to 2 persons, all of whom were accredited
investors in consideration for loans having been made to us. The shares were
valued at $1.00 per share for a total of $2,000.

We issued 111,886 shares of common stock to 6 persons as an inducement for the
purchasing deferred revenue prepaid certificates of PROform for $31,240.

We issued 66,400 shares of common stock to 5 persons for services rendered. The
shares were valued at $1.00 per share for a total of $60,000.

We issued 2,500 shares of common stock to 1 person for services rendered. The
shares were valued at $2.00 per share for a total of $5,000.

The sale and issuance of securities in the transactions described above were
deemed to be exempt from registration under the Securities Act by virtue of
Section 4(2). Appropriate legends were affixed to the stock certificates issued
in the above transactions. Similar legends were imposed in connection with any
subsequent sales of any such securities. The securities were offered and sold by
us without any underwriters, except for the assistance of Global Financial
Group, Inc. All of the purchasers were deemed to be sophisticated with respect
to an investment in our securities by virtue of their financial condition and/or
relationship to members of our management.


ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
--------------------------------------------------------------------------------

OVERVIEW

PROform provides quality golf instruction to the public and licenses that golf
curriculum to professional instructors. As described in Item 1. Business, our
plan of operation has changed over the years in response to changing economic
conditions and our inability to obtain adequate financing when needed.

In 1998, we started contracting with golf courses around the country to operate
Destination Golf Schools. We had expected proceeds from an initial public
offering in mid-1999 to fund those operations. Since we were unable to complete
that offering, we were forced to rely on proceeds from sale of debt and equity
securities.


                                       7
<PAGE>

We were able to convert $1,907,300 of our debt into equity in 2000, but we have
had to incur additional debt to sustain operations.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

TOTAL REVENUE. We had total revenue of $479,459 for the year ended December 31,
2000, compared to $418,813 of total revenue for the 1999 fiscal year. The
increase in total revenue was attributable primarily to the development of our
corporate sales, selling our Learning Center sales school packages, and the
development of our distributor network.

COST OF REVENUE. Cost of revenues for the year ended December 31, 2000 was
$403,908 or 84% of total revenue, compared to $364,409 or 87% of total revenue
for the 1999 fiscal year. Cost of revenues consists primarily of instructor
salaries and site fees (calculated on a "per head" basis). The decrease in cost
of revenues was due primarily to increased revenues associated with and the
decrease in cost of the site fees due to per head fees instead of flat rate
fees.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses, consisting primarily of marketing and advertising
expenses, expenses associated with recruiting and training Destination Golf
School site managers and instructors, salaries for administrative, sales and
marketing staff, and rent at our headquarters, decreased from $3,544,407 for
1999 to $2,599,884 for 2000. The decrease was due primarily to expenses
associated with establishing our distributor network in 1999, such as decreased
salaries, rent, and advertising expenses. We reduced our personnel, and
generated fewer sales materials and brochures. Also, shares issued as
inducements for loan funds received and shares issued as inducements for the
conversion of loans to stock are accounted for as a financing expense. The
amount charged to financing expense decreased from approximately $1,005,751 for
the year ended December 31, 1999 to $284,525 for the 2000 fiscal year. During
the 2001 fiscal year, management hopes to secure financing for our operations
which does not require us to issue share inducements to our creditors; however,
there are no assurances that we will be able to obtain such financing.

EXTRAORDINARY ITEM. We had an extraordinary gain on extinguishment of debt, net
of tax effect, of $39,587 in

2000 as compared to $53,013 in 1999.

LIQUIDITY AND CAPITAL RESOURCES

The cash requirements of funding our operations and expansion have exceeded cash
flow from operations. At December 31, 2000, our working capital deficiency was
$2,024,095, based on current assets of $81,300 and current liabilities of
$2,105,395. To date, we have satisfied our capital needs primarily through debt
and equity financing.

During the past two fiscal years, cash provided by financing activities has
offset cash used in operating activities. Operating activities used cash of
$1,388,423 in fiscal 2000 while financing activities provided cash of
$1,471,537. In fiscal 1999, operating activities used $1,314,175, while
financing activities provided $1,322,066.

While we converted $1,907,300 of debt into equity during the past fiscal year,
total liabilities were $3,210,556 at December 31, 2000, as compared to
$3,673,861 at December 31, 1999. We had hoped that a trading market for our
stock would have commenced in 2000. This did not occur until March 2001, thereby
delaying our ability to acquire other golf school operations with stock and the
possibility of achieving critical mass to our operations.

Of the $1,555,402 in long-term debt outstanding at December 31, 2000, $1,246,117
is due to related parties. $431,185 was delinquent as of the date of the audit
report and of that amount, $368,685 was due to related parties. $520,635 is
payable to persons who are our stockholders, and bears interest at a fixed rate
of 8% and 10%, is unsecured and is convertible (principal and unpaid interest)
into our common stock at a rate of $1.00 per share at the option of the holder.
The notes are due on January 1, 2003; however, the holders of the notes may
require us to redeem the notes, in whole or in part, upon the first two
anniversary dates of the notes (January 1, 2001and January 1, 2002), by giving
notice to us at least 90 days before the anniversary date. We are required to
register the shares into which the notes may be converted. The notes may be
prepaid without penalty. If we default on the note(s), the holder(s) are
entitled one share of our common stock for every $50 per month for each month
the note(s) are in


                                       8
<PAGE>

default. Additionally, $225,000 of the long-term debt due to unrelated parties
is convertible (principal and unpaid interest into common stock).

At December 31, 2000, the current portion of long-term debt was $471,241.

As described above, at December 31, 2000, we had a significant working capital
deficit. Therefore, our business plan is dependent upon our ability to acquire
golf schools and we will need to raise additional capital to fund our operations
and to take advantage of any expansion opportunities. In that event, we cannot
assure you that additional capital would be available at all, at an acceptable
cost, or on a basis that would be timely to allow us to finance our operations
or any expansion opportunities.

As stated in the auditors' report on the financial statements, we incurred a net
loss of $2,650,448 for the 2000 fiscal year, and at December 31, 2000, our
current liabilities exceeded current assets by $2,024,095, and our total
liabilities exceeded total assets by $3,054,037. Our accumulated deficit at
December 31, 2000 was $9,693,630. These factors, among others, raise substantial
doubt about our ability to continue as a going concern. See the note entitled
"Going Concern Consideration" in the notes to the financial statements.

SEASONALITY

Throughout much of the United States, the golf business is seasonal, operating
primarily in the summer and additionally in the spring and fall. However, in
much of the Southern United States, golf is played either year-round or all year
except for the summer. This is primarily due to an outdoor playing season
limited by inclement weather or excessive heat. We believe that business at our
Destination Golf Schools will be seasonal with increased activity in the winter
as students take winter vacations to warm weather destinations, and decreased
activity in the summer. In particular, we expect decreased revenues from
Destination Golf School operations in May and September each year. We anticipate
the closing of our warm weather sites in May, with the staff of those sites
moving to a summer site, and anticipate closing our summer sites in September,
with the staff returning to their warm weather sites. Of our 11 current
Destination Golf Schools, 10 will be open only during the summer and the
remaining one will be open year-round.

Also, our operations are subject to the effects of inclement weather from time
to time even during the seasons that they are open. The timing of any new
facility openings, the seasons our facilities are open, the effects of unusual
weather patterns and the seasons in which students are inclined to attend golf
schools are expected to cause our future results of operations to vary
significantly from quarter to quarter.

Accordingly, period-to-period comparisons will not necessarily be meaningful and
should not be relied on as indicative of future results. In addition, our
business and results of operations could be materially and adversely affected by
future weather patterns that cause our sites to be closed, either for an
unusually large number of days or on particular days on which we had booked a
special event or a large number of students. Because most of the students at our
Destination Golf Schools attend the school on vacation, the student may not be
able to or interested in rescheduling attendance at one of our sites. As a
result, student-days lost to inclement weather may truly represent a loss,
rather than merely a deferral, of revenue.


ITEM 7.  FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------

Please refer to the pages beginning with F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.
--------------------------------------------------------------------------------

Not Applicable.



                                       9
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
--------------------------------------------------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS

Our directors and executive officers, their positions, and ages are as follows:
<TABLE>
<CAPTION>

NAME                       AGE              POSITION(S)
----                       ---              -----------
<S>                        <C>
William D. Leary           42               President, Treasurer and Director

John C. Weiner             72               Director
</TABLE>

Our bylaws provide for a Board of Directors ranging from 1 to 9 members, with
the exact number to be specified by the Board. The number is currently fixed at
2 directors. All directors hold office until the annual meeting of stockholders
next following their election, and until their successors have been elected and
qualified. Officers serve at the discretion of the Board of Directors.

There are no family relationships between any of our directors or executive
officers. Our directors receive no compensation for their service as directors.
Set forth below are brief descriptions of recent employment and business
experience of our officers and directors.

WILLIAM D. LEARY. Since January 1993, Mr. Leary has been our President. From May
1986 until January 1993, Mr. Leary was the President and CEO of the Innova
Corporation, a golf distribution company. Mr. Leary was employed as a linebacker
by the Denver Broncos of the National Football League from May 1983 to December
1984. From January 1985 through May 1986, Mr. Leary was rehabilitating from an
injury that ended his football career and was employed as a golf teaching
professional in the United States, Japan, Austria and Switzerland. Mr. Leary
graduated with a B.S. in general education from Mesa College, Grand Junction,
Colorado in May 1983.

JOHN C. WEINER. Mr. Weiner has been one of our directors since 1995. Since 1982,
Mr. Weiner has been Chairman of the Board of JCW Investments, Inc. and JCW
Ventures. From 1971 to 1982, Mr. Weiner was founder and President of Trident
Investment Management, Inc., a public and private pension and other investment
account management service. Mr. Weiner sold Trident Investment Management to
Pacific Inland Bancorp in 1982. From 1956 to 1969, Mr. Weiner was employed by
Moody's Investors Service, serving as President and Chief Executive Officer from
1966 until 1969. Mr. Weiner studied engineering at Westminster College and Yale
University from 1945 to 1946; received a B.A. in pre-med and finance from Ripon
College in 1948; received a B.S. in finance and economics from the University of
Chicago in 1950; and studied finance at Northwestern University from 1950 to
1952.

KEY EMPLOYEES AND CONSULTANTS

In addition to the foregoing directors and officers, the following individuals
are key employees of or consultants to PROform:

CHARLES "VIC" KLINE. Mr. Kline is a former director of the PGA. He is also a
five-time Colorado PGA section president and five-time player of the year. Mr.
Kline is a past Colorado Open and Rocky Mountain Open champion. Mr. Kline has
agreed to join our board of directors when our stock is listed on an exchange or
is traded in the over-the-counter market.

NEAL LAURIDSEN. As one of the founding principals and former Vice President and
head of marketing for the Nike Corporation, Mr. Lauridsen has agreed to join our
board of directors when our stock is listed on an exchange or is traded in the
over-the-counter market, bringing 25 years of successful, worldwide marketing,
corporate development, and expansion expertise.


                                       10
<PAGE>


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

PROform is not subject to Section 16(a) of the Securities Exchange Act.


ITEM 10.          EXECUTIVE COMPENSATION.
--------------------------------------------------------------------------------

The following table sets forth information for our Chief Executive Officer
("CEO"), William D. Leary. No disclosure need be provided for any executive
officer, other than the CEO, whose total annual salary and bonus for the last
completed fiscal year did not exceed $100,000. Accordingly, no other executive
officers of PROform are included in the table.
<TABLE>
<CAPTION>
                                                                         LONG TERM COMPENSATION
                                     ANNUAL COMPENSATION                  AWARDS            PAYOUTS
                                                      OTHER       RESTRICTED   SECURITIES
                                                      ANNUAL         STOCK     UNDERLYING                ALL OTHER
NAME AND PRINCIPAL                                    COMPENSATION AWARD(S)    OPTIONS /      LTIP      COMPENSATION
POSITION              YEAR     SALARY($)   BONUS($)      ($)          ($)       SARS ($)   PAYOUTS ($)      ($)
-------------------- -------- ------------ ---------- ----------- ------------ ----------- ------------ ------------
<S>                   <C>      <C>            <C>        <C>          <C>         <C>          <C>          <C>
William D. Leary,     2000     48,000(1)<F1>  -0-        -0-          -0-         -0-          -0-          -0-
President             1999     43,365(1)<F1>  -0-        -0-          -0-         -0-          -0-          -0-
                      1998      60,000        -0-        -0-          -0-         -0-          -0-          -0-
<FN>
(1)<F1>  We entered into an Employment Agreement dated July 1, 1998 with William
         D. Leary. The Employment Agreement is for a five-year term and provides
         for salary to Mr. Leary in the amount of $120,000 annually. As of
         December 31, 2000 and 1999, there was an accrued wages expense of
         $148,635 and $76,635, respectively, converted into a long-term bond.
</FN>
</TABLE>

We do not have any employment contracts with any of our officers or directors,
except for Mr. Leary. See "Item 12. Certain Relationships And Related
Transactions." Such persons are employed by us on an at will basis, and the
terms and conditions of employment are subject to change by us. Mr. Leary, our
chief executive officer, was not granted any stock options during the fiscal
years ended December 31, 2000, 1999, 1998 or 1997. He had no stock options at
December 31, 2000.

STOCK OPTION PLANS

We have no stock option plans.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------------------------------------

The following table sets forth certain information regarding ownership by each
officer and director, and all officers and directors as a group, as well as all
persons who own greater than 5% of our outstanding shares, as of April 12, 2001,
and as adjusted to reflect the issuance of the shares proposed to be issued to
these persons:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF                        SHARES OWNED BENEFICIALLY AND
BENEFICIAL OWNER(1)<F1>                              OF RECORD              PERCENT OF CLASS (2)<F2>

<S>                                                 <C>                            <C>
William D. Leary(3)<F3>                             2,000,035                      26.06%
Leah Leary(4)<F4>                                     912,272                      11.89%
William Childs(5)<F5>                                 777,000                      10.12%
Neil Lauridsen                                        393,934                       5.13%
John C. Weiner                                        127,500                       1.66%


                                       11
<PAGE>
<CAPTION>
NAME AND ADDRESS OF                        SHARES OWNED BENEFICIALLY AND
BENEFICIAL OWNER(1)<F1>                              OF RECORD              PERCENT OF CLASS (2)<F2>
<S>                                                 <C>                            <C>
Officers and directors as a group
(2 persons) (3)<F3> (4)<F4>                         2,127,535                      27.19%
-----------------
<FN>
(1)<F1> To our knowledge, except as set forth in the footnotes to this table and
        subject to applicable community property laws, each person named in the
        table has sole voting and investment power with respect to the shares
        set forth opposite such person's name. The address of each of the
        persons in this table is as follows: c/o PROform golf, inc., 5335 West
        48th Avenue, Denver, Colorado 80212.

(2)<F2> Where persons listed on this table have the right to obtain additional
        shares of common stock through the conversion of convertible securities
        within 60 days from the date of this report, these additional shares are
        deemed to be outstanding for the purpose of computing the percentage of
        common stock owned by such persons, but are not deemed to be outstanding
        for the purpose of computing the percentage owned by any other person.
        Percentages are based on 7,675,236 shares of common stock outstanding as
        of April 12, 2001.

(3)<F3> Includes 17,856 shares owned by Sean Leary and Keenan Leary, minor
        children of William D. Leary and Leah Leary. Includes 921,272 shares
        owned by Leah Leary, the wife of William D. Leary. William D. Leary has
        voting control over the shares owned by Leah Leary pursuant to a Voting
        Trust Agreement. Includes 148,635 shares issuable upon conversion of a
        note to Mr. Leary for unpaid services.

(4)<F4> Includes 17,856 shares owned by Sean Leary and Keenan Leary. Excludes
        935,200 shares owned by William D. Leary and 148,635 shares issuable to
        Mr. Leary upon conversion of a note to Mr. Leary for unpaid services.
        William D. Leary has voting control over shares owned by Leah Leary
        pursuant to a Voting Trust Agreement.

(5)<F5> Includes 70,000 shares issuable upon conversion of a convertible
        debenture.
</FN>
</TABLE>

CHANGES OF CONTROL

We are not aware of any events which could result in a change of control of us.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------------------------------------------------------------------------------

Other than as disclosed below, none of our present directors, officers or
principal shareholders, nor any family member of the foregoing, nor, to the best
of the information and belief of our present management, any of our former
directors, senior officers or principal shareholders, nor any family member of
such former directors, officers or principal shareholders, has or has had any
material interest, director or indirect, in any transaction, within the two
years prior to the date of this report, or in any proposed transaction which has
materially affected or will materially affect us.

LEARY EMPLOYMENT AGREEMENT. We entered into an employment agreement with William
D. Leary, one of our officers and directors, dated July 1, 1998. The employment
agreement is for a five-year term and provides for salary to Mr. Leary in the
amount of $120,000 annually. Under the employment agreement, Mr. Leary is
prohibited from competing against us for a period of one year from the date of
termination of Mr. Leary's employment. A state court may determine not to
enforce or only partially enforce this non-compete provision. As of December 31,
2000, we had accrued $148,635 for unpaid salary owed to Mr. Leary. See "Item 6.
Management's Discussion and Analysis or Plan of Operation."

NEAL LAURIDSEN CONSULTING AGREEMENT. We entered into a consulting agreement with
Mr. Lauridsen on October 1, 1999. The agreement has a three-year term which
expires on October 1, 2002. The compensation is 40,000 shares of common


                                       12
<PAGE>

stock per year. For the years ended December 31, 2000 and 1999, 40,000 shares of
stock have been issued to Mr. Lauridsen for $40,000 and $66,800, respectively,
of consulting expense.

We believe that the terms of the above-described transactions were no less
favorable to us than would have been obtained from a nonaffiliated third party
for similar consideration. However, we lacked sufficient disinterested
independent directors to ratify all of the transactions at the time the
transactions were initiated. All ongoing and future transactions between us and
our officers, directors or 5% shareholders will be made or entered into on terms
that are no less favorable to us than those that can be obtained from
unaffiliated third parties, and all such transactions (including forgiveness of
any loans) will be approved by a majority of the independent members of our
board of directors who do not have an interest in the transactions and who have
access, at our expense, to our independent legal counsel.


ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------------------------------------------------------

(a)  Exhibits:
<TABLE>
<CAPTION>
   REGULATION                                                                                 CONSECUTIVE
   S-B NUMBER                                      EXHIBIT                                    PAGE NUMBER

<S>                <C>                                                                            <C>
       3.1         Amended and Restated Certificate of Incorporation (1)<F1>                      N/A

       3.2         Articles of Amendment dated July 25, 2000 (2)<F2>                              N/A

       3.3         Bylaws (1)<F1>                                                                 N/A

      10.1         Employment Agreement between the Company and William D. Leary dated
                   July 1, 1998 (1)<F1>                                                           N/A
------------------
<FN>

(1)<F1>  Incorporated by reference to the exhibits filed with the Registration Statement on Form SB-2, File No.
         333-61533.
(2)<F2>  Incorporated by reference to the exhibits filed with the Registration Statement on Form SB-2, File No.
         333-42438.

</FN>
</TABLE>

(b)  The following reports on Form 8-K were filed during the last quarter of the
     period covered by this report: NONE.





                                       13
<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                PROFORM GOLF, INC.
                                (f.k.a. Proformance Research Organization, Inc.)



Dated: APRIL 16, 2001           By: /s/WILLIAM D. LEARY
                                   ---------------------------------------------
                                   William D. Leary, President

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                 TITLE                                      DATE
<S>                                       <C>                                        <C>
                                          President and Director
                                          (Principal Executive Officer, Principal
/S/ WILLIAM D. LEARY                      Financial and Accounting Officer)          April 16, 2001
-----------------------------------
William D. Leary


/s/ JOHN C. WEINER                        Director                                   April 16, 2001
-----------------------------------
John C. Weiner

</TABLE>



                                       14
<PAGE>





                               Proform Golf, Inc.
                          As of and for the Years Ended
                           December 31, 2000 and 1999



                                      F-1
<PAGE>

                               Proform Golf, Inc.
                                Table of Contents

<TABLE>
<CAPTION>
                                                                                 PAGE
<S>                                                                               <C>
Report of Independent Auditors                                                    F-3

Balance Sheet at December 31, 2000                                                F-4

Statements of Operations for the Years Ended December 31, 2000 and 1999           F-5

Statement of Changes in Stockholders' (Deficit) for the Years Ended
December 31, 2000 and 1999                                                        F-6

Statements of Cash Flows for the Years Ended December 31, 2000 and 1999           F-7

Notes to Financial Statements                                             F-8 to F-16
</TABLE>



                                      F-2
<PAGE>



STARK TINTER & ASSOCIATES, LLC
-------------------------------------------------------------------------------
                                                   Certified Public Accountants
                                                          Financial Consultants



                         REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
Proform Golf, Inc.

We have  audited the  accompanying  balance  sheet of Proform  Golf,  Inc. as of
December  31,  2000,  and the  related  statements  of  operations,  changes  in
stockholders'  (deficit),  and cash flows for the years ended  December 31, 2000
and 1999.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates by management, as well as evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of Proform  Golf,  Inc. as of
December 31, 2000, and the results of its operations, and its cash flows for the
years ended December 31, 2000 and 1999, in conformity with accounting principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 10 to the
financial statements,  the Company has suffered recurring losses from operations
and  has  working  capital  and  stockholders'  deficits.  These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's plans in regard to these matters are also discussed in Note 10. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/STARK TINTER & ASSOCIATES, LLC

Stark Tinter & Associates, LLC
Denver, Colorado
April 4, 2001


         7535 East Hampden Avenue, Suite 109 o Denver, Colorado 80231 o
                       (303) 694-6700 Fax (303) 694-6761


                                      F-3
<PAGE>


                               PROFORM GOLF, INC.
                  (FKA PROFORMANCE RESEARCH ORGANIZATION, INC.)
                                  BALANCE SHEET
                                DECEMBER 31, 2000
<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                             <C>
CURRENT ASSETS
   Cash                                                                         $    66,467
   Due from employees                                                                 2,500
   Prepaid expenses                                                                  12,333
                                                                                ------------
      Total current assets                                                           81,300
                                                                                ------------

PROPERTY AND EQUIPMENT, NET                                                          64,169
                                                                                ------------

OTHER ASSETS                                                                         11,050
                                                                                ------------

                                                                                $   156,519
                                                                                ============
                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued expenses                                        $   899,878
   Accrued payroll and related taxes                                                173,293
   Current portion of long term debt                                                450,241
   Related party payable                                                            133,220
   Deferred revenue                                                                 448,763
                                                                                ------------
      Total current liabilities                                                   2,105,395
                                                                                ------------

LONG-TERM DEBT                                                                    1,105,161
                                                                                ------------

STOCKHOLDERS' (DEFICIT)
   Preferred stock, Series A, convertible, cumulative, $.0001 stated value,
     1,000,000 shares authorized, none issued and outstanding                             -
   Preferred stock, Series B, convertible, cumulative, $.0001 stated value,
     1,000,000 shares authorized, none issued and outstanding                             -
   Preferred stock, Series C, convertible, cumulative, $.0001 stated value,
     2,000,000 shares authorized, none issued and outstanding                             -
   Common stock, $.0001 par value, 20,000,000 shares authorized,
     7,354,737 shares issued and outstanding                                            735
   Additional paid in capital                                                     6,638,858
   Accumulated deficit                                                           (9,693,630)
                                                                                ------------
                                                                                 (3,054,037)
                                                                                ------------

                                                                                $   156,519
                                                                                ============
</TABLE>

                See accompanying notes to financial statements.

                                      F-4
<PAGE>
                         PROFORM GOLF, INC.
            (FKA PROFORMANCE RESEARCH ORGANIZATION, INC.)
                      STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                               YEAR ENDED     YEAR ENDED
                                                              DECEMBER 31,   DECEMBER 31,
                                                                  2000           1999
                                                              ------------   ------------
<S>                                                           <C>            <C>
REVENUES
 Golf school revenue                                          $   297,459    $   173,813
 License fees                                                     182,000        245,000
                                                              ------------   ------------
    Total revenue                                                 479,459        418,813

COST OF REVENUES                                                  403,908        364,409
                                                              ------------   ------------
       GROSS PROFIT                                                75,551         54,404
                                                              ------------   ------------

OPERATING EXPENSES
  Sales, general and administrative                             2,599,884      3,544,407
  Depreciation                                                     18,763         14,858
                                                              ------------   ------------
    Total operating expenses                                    2,618,647      3,559,265
                                                              ------------   ------------

(LOSS) FROM OPERATIONS                                         (2,543,096)    (3,504,861)

INTEREST EXPENSE                                                  167,332        114,742
                                                              ------------   ------------

(LOSS) BEFORE EXTRAORDINARY ITEM AND INCOME TAX (BENEFIT)      (2,710,428)    (3,619,603)

EXTRAORDINARY ITEM
  Gain on early extinguishment of debt, net of income taxes
    of $20,393 and $27,310                                         39,587         53,013
                                                              ------------   ------------

NET (LOSS) BEFORE INCOME TAXES (BENEFIT)                       (2,670,841)    (3,566,590)

INCOME TAXES (BENEFIT)                                            (20,393)       (27,310)
                                                              ------------   ------------


NET (LOSS)                                                    $(2,650,448)   $(3,539,280)
                                                              ============   ============

PER SHARE INFORMATION
  WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC AND DILUTED)       7,291,159      4,351,131
                                                              ============   ============

(LOSS) PER COMMON SHARE
     (Loss) from operations                                   $     (0.37)   $     (0.83)
     Extraordinary item                                              0.01           0.01
                                                              ------------   ------------
NET (LOSS) PER COMMON SHARE                                   $     (0.36)   $     (0.82)
                                                              ============   ============
</TABLE>


                See accompanying notes to financial statements.

                                      F-5
<PAGE>

                                PROFORM GOLF, INC
                     (FKA PROFORMANCE RESEARCH ORGANIZATION)
                      STATEMENT OF STOCKHOLDERS' (DEFICIT)
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                            Preferred Stock             Preferred Stock             Preferred Stock
                                               Series A                     Series B                    Series C
                                      Shares          Amount         Shares         Amount         Shares        Amount
                                    ------------   ------------   ------------   ------------   ------------   ------------
<S>                                    <C>         <C>               <C>          <C>              <C>           <C>
Balance at January 1, 1999              857,850    $ 1,225,500        648,200     $  212,800              -      $       -

Issuance of stock for cash                    -              -              -              -        190,000        475,000

Conversion of Series A to common
 shares                                (857,850)    (1,225,500)             -              -              -              -

Conversion of Series B to common
 shares                                       -              -       (648,200)      (212,800)             -              -

Stock issued in consideration for
  services rendered                           -              -              -              -              -              -

Stock issued in consideration for
   loans received                             -              -              -              -              -              -

Stock issued in consideration for
  Series C stock purchased                    -              -              -              -              -              -

Stock issued in consideration for
 distributorship agreements                   -              -              -              -              -              -

Net (loss) for 1999                           -              -              -              -              -              -
                                    ------------   ------------   ------------   ------------   ------------   ------------

Balance at December 31, 1999                  -              -              -              -        190,000        475,000

Issuance of stock for cash                    -              -              -              -         12,000         30,000

Stock issued in consideration for
 loans received                               -              -              -              -              -              -

Conversion of Series C to common
 shares                                       -              -              -              -       (202,000)      (505,000)

Stock issued in consideration for
  services rendered                           -              -              -              -              -              -

Stock issued in consideration for
 debt conversion                              -              -              -              -              -              -

Stock issued in consideration for
 distributorship repurchase                   -              -              -              -              -              -

Net (loss) for 2000                           -              -              -              -              -              -
                                    ------------   ------------   ------------   ------------   ------------   ------------
Balance at December 31, 2000                  -    $         -              -     $        -              -     $        -
                                    ============   ============   ============   ============   ============   ============
</TABLE>


<TABLE>
<CAPTION>
                                                                Additional
                                            Common Stock          Paid in      Accumulated
                                       Shares        Amount       Capital         Deficit         Total
                                    ------------  ------------  ------------   ------------   ------------
<S>                                   <C>                <C>     <C>           <C>            <C>
Balance at January 1, 1999            2,650,810          $265    $  278,715    $(3,503,902)   $(1,786,624)

Issuance of stock for cash                    -             -             -              -        475,000

Conversion of Series A to common
 shares                                 857,850            86     1,225,414              -              -

Conversion of Series B to common
 shares                                 648,200            65       212,735              -              -

Stock issued in consideration for
  services rendered                     178,040            18       297,305              -        297,323

Stock issued in consideration for
   loans received                       531,214            53       887,075              -        887,128

Stock issued in consideration for
  Series C stock purchased               95,000             9            (9)             -              -

Stock issued in consideration for
 distributorship agreements              38,000             4        94,996              -         95,000

Net (loss) for 1999                           -             -             -     (3,539,280)    (3,539,280)
                                    ------------         -----  ------------   ------------   ------------
Balance at December 31, 1999          4,999,114           500     2,996,231     (7,043,182)    (3,571,451)

Issuance of stock for cash              677,000            68       714,932              -        745,000

Stock issued in consideration for
 loans received                          98,740            10       114,420              -        114,430

Conversion of Series C to common
 shares                                 202,000            20       504,980              -              -

Stock issued in consideration for
  services rendered                     300,400            30       289,216              -        289,246

Stock issued in consideration for
 debt conversion                        965,597            96     1,907,204              -      1,907,300

Stock issued in consideration for
 distributorship repurchase             111,886            11       111,875              -        111,886

Net (loss) for 2000                           -             -             -     (2,650,448)    (2,650,448)
                                    ------------         -----  ------------   ------------   ------------
Balance at December 31, 2000          7,354,737          $735   $ 6,638,858    $(9,693,630)   $(3,054,037)
                                    ============         =====  ============   ============   ============
</TABLE>



                See accompanying notes to financial statements.

                                      F-6
<PAGE>

                               PROFORM GOLF, INC.
                  (FKA PROFORMANCE RESEARCH ORGANIZATION, INC.)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                     YEAR ENDED         YEAR ENDED
                                                                    DECEMBER 31,       DECEMBER 31,
                                                                        2000               1999
                                                                    ------------       ------------
<S>                                                                 <C>                <C>
OPERATING ACTIVITIES
    Net (loss)                                                      $(2,650,448)       $(3,539,280)
    Adjustments to reconcile net (loss)
             to net cash (used in) operating activities:
                 Depreciation and amortization                           18,763             14,858
                 Extraordinary item                                      59,980             80,323
                 Common stock issued as inducements                     114,430            887,128
                 Common stock issued for services                       289,246            297,323
                 Officer salary converted to bond payable                72,000             76,635
                 Write-off of deferred financing costs                        -             96,653
   Changes in assets and liabilities
        (Increase) decrease in due from employees                          (236)             3,945
        (Increase) decrease in prepaid expenses                           4,167            (16,500)
        (Increase) decrease in note receivable                            6,000             12,000
        Decrease in deferred offering costs                                   -             34,626
        (Increase) decrease in other assets                                 313             (6,700)
        Increase in accounts payable and accrued expenses               280,146            590,739
        Increase in accrued payroll and related taxes                   213,382             21,345
        Increase in related party payable                               107,381              7,315
        Increase in deferred revenue                                     96,453            166,517
        (Decrease) in liabilities of discontinued operations                  -            (41,102)
                                                                    ------------       ------------

      Net cash (used in) operating activities                        (1,388,423)        (1,314,175)
                                                                    ------------       ------------

INVESTING ACTIVITIES
  Purchase of fixed assets                                              (16,647)           (12,661)
                                                                    ------------       ------------

     Net cash (used in) investing activities                            (16,647)           (12,661)
                                                                    ------------       ------------

FINANCING ACTIVITIES
  Increase (decrease) in bank overdraft                                  (2,808)             2,808
  Proceeds from notes and bonds payable, related party                  560,795            426,707
  Payment on notes and bonds payable, related party                    (271,815)          (365,000)
  Net proceeds from issuance of stock                                   745,000            570,000
  Proceeds from note and bonds payable                                  448,365            697,128
  Payments on note and bonds payable                                     (8,000)            (9,577)
                                                                    ------------       ------------
     Net cash provided by financing activities                        1,471,537          1,322,066
                                                                    ------------       ------------

                         Net increase (decrease) in cash                 66,467             (4,770)

CASH AT BEGINNING OF YEAR                                                     -              4,770
                                                                    ------------       ------------

CASH AT END OF YEAR                                                 $    66,467        $         -
                                                                    ============       ============


SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for:
       Interest                                                     $    21,933        $     4,548
                                                                    ============       ============

       Income taxes                                                 $         -        $         -
                                                                    ============       ============

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES

  Debt converted to common stock                                    $ 1,907,300        $         -
                                                                    ============       ============

  Common stock issued  for distributorship repurchase               $   111,866        $         -
                                                                    ============       ============
</TABLE>

                See accompanying notes to financial statements.
                                      F-7
<PAGE>
                               PROFORM GOLF, INC.
                     (FKA PROFORMANCE RESEARCH ORGANIZATION)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The  Company  was  incorporated  in 1993 in  Colorado  under  the  name of World
Associates,  Inc. On July 31, 1998, the Company merged into Proformance Research
Organization, Inc. ("PRO"), a Delaware corporation, with PRO surviving (see Note
3). On July 25, 2000 the Company changed its name to Proform Golf, Inc.

The Company  generates  revenue  through golf schools and licenses.  The Company
operates  destination  golf schools by contracting  with existing  facilities to
provide  instruction.  The Company also licenses its system of golf  instruction
throughout the United States

Reclassification

Certain items have been  reclassified  in the financial  statements for December
31, 1999 to conform to the December 31, 2000 financial statement presentation.

Revenue Recognition

Golf school  revenues are recognized in the period when the student  attends the
golf school.  Revenues from  licensees and  consulting  contracts are recognized
during the period in which the contractually stipulated services are provided.

Depreciation

Property  and  equipment  is  stated  at cost  and  being  is  depreciated  on a
straight-line  basis over the  estimated  economic life (5 years) of the related
asset.

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  amounts  reported in these  financial  statements  and  accompanying
notes. Actual results could differ from those estimates.

Net Loss per Share

The  Company  follows  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings Per Share" ("SFAS No. 128").  Basic  earnings  (loss) per common share
calculations  are  determined  by  dividing  net income  (loss) by the  weighted
average number of shares of common stock  outstanding  during the year.  Diluted
earnings per common share  calculations  are  determined  by dividing net income
(loss) by the weighted average

                                      F-8
<PAGE>
                               PROFORM GOLF, INC.
                     (FKA PROFORMANCE RESEARCH ORGANIZATION)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


number of common  shares and  dilutive  common  share  equivalents  outstanding.
During the periods  presented common stock  equivalents were not considered,  as
their effect would be anti-dilutive.

Cash and Cash Equivalents

For purposes of balance sheet  classification  and the statements of cash flows,
the Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

Stock-Based Compensation

The Company  accounts for stock based  compensation  in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation." SFAS No. 123 allows companies to
either  expense the  estimated  fair value of stock  warrants  and options or to
continue  to follow the  intrinsic  value  method set forth in APB  Opinion  25,
"Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma
effects on net income  (loss) had the fair value of the options  been  expensed.
The Company has elected to continue to apply APB 25 in accounting  for its stock
option incentive plans.

Advertising Costs

Advertising is expensed as incurred.  Advertising  costs  expensed  during years
ended December 31, 2000 and 1999 were $62,787 and $130,009, respectively.

Segment Information

The Company  follows SFAS No. 131,  "Disclosure  about Segments of an Enterprise
and Related  Information".  Certain information is disclosed,  per SFAS No. 131,
based on the way management organizes financial information for making operating
decisions  and  assessing  performance.  The Company  currently  operates in one
business segment and will evaluate additional segment disclosure requirements as
it expands operations.

Product Concentration

The  Company's  ability to generate  revenue is dependant  upon the vitality and
long-term acceptance of golf as a recreational sport.

Impairment Of Long-Lived Assets

The Company  periodically  reviews the carrying  amount of  property,  plant and
equipment and its identifiable  intangible  assets to determine  whether current
events or  circumstances  warrant  adjustments to such carrying  amounts.  If an
impairment  adjustment is deemed necessary,  such loss is measured by the amount
that the carrying


                                      F-9
<PAGE>
                               PROFORM GOLF, INC.
                     (FKA PROFORMANCE RESEARCH ORGANIZATION)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


value of such assets exceeds their fair value. Considerable management judgement
is necessary to estimate the fair value of assets;  accordingly,  actual results
could vary  significantly  from such  estimates.  Assets to be  disposed  of are
carried at the lower of their financial  statement carrying amount or fair value
less costs to sell. As of December 31, 2000,  management  does not believe there
is any impairment of the carrying amounts of assets.

Fair Value of Financial Instruments

Fair value estimates  discussed herein are based upon certain market assumptions
and pertinent  information  available to management as of December 31, 2000. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair  values.  These  financial  instruments  include  cash,
accounts payable,  accrued expenses,  and notes payable. Fair values are assumed
to approximate carrying values for these financial  instruments because they are
short term in nature,  or they are  receivable  or payable on demand,  and their
carrying amounts approximate fair value.

The fair value of long-term debt  approximates  its carrying value as the stated
interest rates of the debt reflects current market conditions.

Recent Pronouncements

The  FASB  recently  issued   Statement  No  137,   "Accounting  for  Derivative
Instruments and Hedging  Activities-Deferral of Effective Date of FASB Statement
No. 133". The Statement defers for one year the effective date of FASB Statement
No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities".  The
rule now will apply to all fiscal  quarters of all fiscal years  beginning after
June 15,  2000.  In June 1998,  the FASB issued SFAS No.  133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities".  The Statement  permits early
adoption as of the  beginning  of any fiscal  quarter  after its  issuance.  The
Statement  will require the Company to recognize all  derivatives on the balance
sheet at fair  value.  Derivatives  that are not hedges must be adjusted to fair
value through income.  If the derivative is a hedge,  depending on the nature of
the  hedge,  changes  in the fair  value of  derivatives  will  either be offset
against  the  change in fair value of the hedged  assets,  liabilities,  or firm
commitments through earnings or recognized in other  comprehensive  income until
the  hedged  item is  recognized  in  earnings.  The  ineffective  portion  of a
derivative's  change in fair value will be  immediately  recognized in earnings.
The  Company  has not  engaged in any  hedging  activities  for the years  ended
December 31, 2000 and 1999.

During December 1999, the Securities and Exchange  Commission (SEC) issued Staff
Accounting   Bulletin  101  (SAB  No.  101)  which  clarifies  certain  existing
accounting   principles   for  the  timing  of  revenue   recognition   and  its
classification  in the financial  statements.  In June 2000, the SEC delayed the
required  implementation  date of SAB No. 101. As a result, SAB No. 101 will not
be effective for the Company until the


                                      F-10

<PAGE>
                               PROFORM GOLF, INC.
                     (FKA PROFORMANCE RESEARCH ORGANIZATION)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


quarter ending  September 30, 2001. The Company does not anticipate that SAB No.
101 will impact the Company's revenue recognition policies.

NOTE 2. PROPERTY AND EQUIPMENT

The following is a summary of property and equipment as of December 31, 2000:
<TABLE>
<CAPTION>
<S>                                                     <C>
     Furniture and fixtures                             $ 32,922
     Leasehold improvements                               14,873
     Equipment                                            38,708
     Vehicle                                              32,213
                                                        --------
                                                         118,716
     Less: Accumulated depreciation                       54,647
                                                        --------
         Total                                          $ 64,169
                                                        ========
</TABLE>

For the years ended December 31, 2000 and 1999,  depreciation expense charged to
operations was $18,763 and $14,858, respectively.

NOTE 3. LEASE OBLIGATION

The Company leases office space under an operating lease  arrangement for $7,000
per month. The lease expires on October 31, 2003.

Minimum future lease payments on the office lease are as follows:

                     YEAR                    AMOUNT

                     2001                  $ 78,000
                     2002                    78,000
                     2003                    65,000
                                           --------
                       Totals              $221,000
                                           ========

For the  years  ended  December  31,  2000 and  1999,  the  amounts  charged  to
operations for rent expense were $78,980 and $67,815, respectively.

NOTE 4. RELATED PARTY TRANSACTIONS

The Company  entered into an employment  agreement for the position of President
and Chief Executive Officer on July 1, 1998. The agreement has a five-year term,
which expires on June 30, 2003. The base  compensation  is a minimum of $120,000
per year. In addition to the base  compensation  incentive  compensation will be
determined by the Compensation Committee of the Board of Directors and begins on
January 1, 1999.  During the term of employment  and in the event of termination
of employment the employee cannot directly or indirectly own or manage a similar
business within a four


                                      F-11
<PAGE>
                               PROFORM GOLF, INC.
                     (FKA PROFORMANCE RESEARCH ORGANIZATION)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


hundred-mile  radius.  As of December  31, 2000  $148,635 of salaries are due to
this  officer.  The unpaid  wages were  converted  into a bond  payable  and are
included in long-term debt as of December 31, 2000.

The Company  entered into a consulting  agreement  with a director on October 1,
1999.  The  agreement has a three-year  term,  which expires on October 1, 2002.
Compensation  for services  provided is 40,000  shares of common stock per year.
For the year ended December 31, 2000 and 1999,  40,000 shares of stock have been
issued to this  director for $40,000 and $66,800,  respectively,  of  consulting
expense.

The Company  entered into a consulting  agreement with a stockholder on November
1, 2000.  The agreement has a one-year term and expires on November 1, 2001. The
compensation  is a 10% to 15%  commissions  on  various  sales  of  golf  school
pre-paid packages and funding source  identifications.  The Company had advanced
$8,333 as a prepayment of  commissions,  $2,500 which had been earned during the
year ended December 31, 2000. The remainder of the advance,  $5,833, is included
in prepaid expenses.

NOTE 5. LONG TERM DEBT

The following is a summary of unsecured long term debt at December 31, 2000:
<TABLE>
<CAPTION>

<S>                                                                             <C>
      8% convertible promissory notes payable                                   $    2,300

      8% -10%  promissory  note  payable,  delinquent  as of the date of
      audit report                                                                  62,500

      12% convertible bonds, interest payable semi-annually                          7,000

      8% promissory notes to related  parties,  delinquent as of date of
      audit report                                                                 368,685

      10% convertible bonds payable, interest payable semi-annually                225,000

      10%  convertible  promissory  notes  to  related  party,  interest
      payable semi-annually, redeemable annually                                   272,000

      8%  convertible   bonds  to  related  parties,   interest  payable
      semi-annually, redeemable annually                                           248,635

      8% convertible bonds to related parties                                      356,797

      Long-term lease obligation                                                    12,485
                                                                                ----------

      Total long term debt                                                       1,555,402
      Less current portion                                                         450,241
                                                                                ----------
      Long term debt net of current portion                                     $1,105,161
                                                                                ==========
</TABLE>


                                      F-12
<PAGE>
                               PROFORM GOLF, INC.
                     (FKA PROFORMANCE RESEARCH ORGANIZATION)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 5. LONG TERM DEBT (CONTINUED)

     The following table shows the aggregate  maturities,  by year, of long-term
     debt obligations as of December 31, 2000:


                  YEAR          AMOUNT
                  ----          ------
                  2001       $  450,241
                  2002            7,729
                  2003          948,797
                  2004          148,635
                             ----------
                             $1,555,402
                             ==========

NOTE 6. STOCKHOLDERS' EQUITY

In September  1999 the Company  authorized  the issuance of 2,000,000  shares of
Series  C  Preferred  Stock  to be  issued  at the  discretion  of the  Board of
Directors  for $2.50 per share.  The Series C Preferred  Stock has no dividends.
The Series C Preferred Stock is convertible into common stock at the rate of one
share of preferred stock for one share of common stock. The Series C Convertible
Preferred  Stock  automatically  converted  to  common  stock  pursuant  to  the
registration statement that became effective August 11, 2000.

During the year ended  December 31, 1999,  the Company had the following  equity
transactions:

o Issued 190,000 shares of Series C at $2.50 per share for cash of $475,000
o Converted 857,850 shares of Series A to 857,850 shares of Common Stock
o Converted 648,200 shares of Series B to 648,200 shares of Common Stock
o Issued 531,214  shares of Common Stock at $1.67 per share as  inducements  for
  loan funds received. The value of the inducements of $887,128 has been charged
  to  operations.
o Issued 95,000 shares of Common Stock as an inducement for purchase of Series C
  preferred  stock. The value of the inducements of $158,650 has been charged to
  stockholders'  (deficit).
o Issued  38,000  shares of Common Stock at $2.50 per share as  inducements  for
  distributor  funds received.  The value of the inducements of $95,000 has been
  charged to operations.
o Issued  178,040  shares  of Common  Stock at $1.67  per  share for  consulting
  services  rendered.  The value of the services of $297,323 has been charged to
  operations.


                                      F-13
<PAGE>
                               PROFORM GOLF, INC.
                     (FKA PROFORMANCE RESEARCH ORGANIZATION)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


During the year ended  December 31, 2000,  the Company had the following  equity
transactions:

o Issued 677,000 shares of Common Stock for cash of $715,000 at prices per share
  of $1.00 and $2.50.
o Issued 12,000 shares of Series C at $2.50 per share for cash of $30,000
o Issued  98,740  shares  of  Common  Stock  at $1.67  and  $1.00  per  share as
  inducements for loan funds received.  The value of the inducements of $114,430
  has been charged to operations.
o Converted 202,000 shares of Series C to 202,000 shares of Common Stock
o Issued  300,400  shares  of  Common  Stock at $1.00  and  $2.00  per share for
  consulting  services rendered.  The value of the services of $289,246 has been
  charged to operations.
o Converted $1,907,300 in debt to 965,597 shares of Common stock
o Issued  111,886  shares of Common Stock at $1.00 per share for the purchase of
  deferred  revenue  certificates.  The value of the stock of $111,886  has been
  charged to operations.

NOTE 7. STOCK OPTIONS AND WARRANTS

During the year ended  December 31, 2000, the Company issued 26,000 common stock
warrants as loan inducements to  non-employees,  7,000  exercisable at $1.67 per
share,  9,000 at $3.00 per share and 10,000 at $6.00 per share. The maximum term
of the warrant is eight years.

<TABLE>
<CAPTION>
Common stock warrant activity is as follows:
                                                                       Weighted
                                                                        Average
                                                          Number of    Exercise
                                                           SHARES        PRICE

<S>                                                        <C>           <C>
   Outstanding at January 1, 2000                          710,300       $6.00
   Granted                                                  26,000       $3.80
   Exercised                                                     -           -
   Forfeited                                                     -           -
                                                           -------       -----

Outstanding at December 31, 2000                           736,300       $5.92
                                                           =======       =====
Warrants exercisable at December 31, 2000                  736,300
                                                           =======

Weighted average fair value of options
 granted during year                                       $     -
                                                           =======
</TABLE>

                                      F-14

<PAGE>
                               PROFORM GOLF, INC.
                     (FKA PROFORMANCE RESEARCH ORGANIZATION)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


As of December 31, 2000 all outstanding warrants were exercisable.  Following is
a summary of outstanding warrants as of December 31, 2000:
<TABLE>
<CAPTION>
                                                 Weighted           Weighted
                                                 Average            Average
Exercise                   Number              Contractual          Exercise
PRICES                  OUTSTANDING               LIFE                PRICE
------                  ------------         --------------       --------------
<S>                            <C>               <C>                    <C>
$1.67                          7,000             4.3 years              $1.67
$3.00                          9,000             5.5 years              $3.00
$6.00                        720,300             4.0 years              $6.00
</TABLE>

NOTE 8. EXTRAORDINARY ITEM-GAIN ON EXTINGUISHMENT OF DEBT

The Company  negotiated with several  creditors for debt settlement.  During the
years  ended  December  31,  2000 and 1999  extraordinary  gains of $59,980  and
$80,323, respectively, were recorded as an extraordinary items.

NOTE 9. INCOME TAXES

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109 (FAS 109),  "Accounting for Income Taxes",  which requires use
of the  liability  method.  FAS  109  provides  that  deferred  tax  assets  and
liabilities  are  recorded  based on the  differences  between  the tax bases of
assets and  liabilities  and their  carrying  amounts  for  financial  reporting
purposes,  referred  to  as  temporary  differences.  Deferred  tax  assets  and
liabilities at the end of each period are determined using the currently enacted
tax rates  applied to taxable  income in the periods in which the  deferred  tax
assets and liabilities are expected to be settled or realized.

Income  tax  provision  (benefit)  for income  taxes  differs  from the  amounts
computed by applying the statutory federal income tax rate of 34% as a result of
the following:
<TABLE>
<CAPTION>

                                                        Year Ended             Year Ended
                                                       DEC. 31, 2000          DEC. 31, 1999
<S>                                                    <C>                    <C>
Computed "expected" tax (benefit)                      $(2,200,000)           $(1,203,000)
Valuation allowance                                      2,200,000              1,203,000
                                                       ------------           ------------
                                                       $         -            $         -
                                                       ============           ============
</TABLE>

The net change in valuation  allowance for the year ended  December 31, 2000 was
$997,000.

The types of  temporary  differences  between  the tax basis of assets and their
financial  reporting  amounts  that give rise to a  significant  portion  of the
deferred tax asset are as follows:


                                      F-15
<PAGE>
                               PROFORM GOLF, INC.
                     (FKA PROFORMANCE RESEARCH ORGANIZATION)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                                        Temporary         Tax
                                                        DIFFERENCE       EFFECT
<S>                                                     <C>           <C>
Net operating loss carryforward:                        $9,600,000    $2,200,000
                                                        ==========    ==========
</TABLE>

The net operating  loss carry forward will expire through 2020. The deferred tax
asset of $2,200,000 has been fully reseverved as of December 31, 2000.

NOTE 10. GOING CONCERN CONSIDERATION

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going  concern.  However,  the  Company has  sustained  substantial
recurring losses, aggregating $2,650,448 in 2000 and $3,539,280 in 1999, and has
a working  capital  deficiency of  $2,045,095  and  stockholders'  deficiency of
$3,054,037 as of December 31, 2000.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to attain profitable operations and obtain sufficient working capital to
institute their business plan.  However,  the Company has no commitment from any
party to provide  additional capital and there is no assurance that such funding
will be available when needed, or if available, that its terms will be favorable
or acceptable to the Company.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.



                                      F-16
<PAGE>