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, 1999

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                        Commission file number: 333-61533

                     PROFORMANCE RESEARCH ORGANIZATION, 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 including zip code)

          Issuer's telephone number, including area code: (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 filing requirements for the past 90 days. Yes [ ] No [X]

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.[X]

           Issuer's revenues for its most recent fiscal year. $418,813

       Aggregate market value of the voting stock held by non-affiliates
          of the registrant as of December 31, 1999: N/A (See Item 5)

    Number of shares outstanding of registrant's Common Stock, no par value,
                  as of April 20, 2000: 6,544,185 (See Item 11)

                   Documents incorporated by reference: NONE

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


Exhibit index on consecutive page ____                      Page 1 of ___ Pages

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

THE COMPANY

         We (Proformance Research  Organization,  Inc., referred to sometimes as
"PRO" or the  "Company")  provide  golf  instruction  through  Destination  Golf
Schools located at independent  resorts,  to which students generally travel for
intensive  one to  five-day  programs.  We target  our  sales to two  audiences:
individuals through solicitation of direct retail sales and corporations through
the sales of "Premium Links(TM)" packages. The sale of Premium Links(TM)packages
is accomplished  through a network of distributors located throughout the United
States. We are presently developing our distributor network and generate revenue
from the sale of territories to prospective distributors.  As of April 15, 2000,
we had distributors in 32 of the 100 territories identified by management.

         As of April 15, 2000, we had 26 Destination Golf Schools under contract
for full or  partial  year  operation,  seven of which  are  operating  now.  We
anticipate that all of our  Destination  Golf Schools will be open by fall 2000.
Our  arrangement  with  independent  resorts allows us to offer  first-rate golf
facilities at reasonable  cost and enables us to take  advantage of the course's
or resort's marketing efforts, visibility, and facility quality.

         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.

CORPORATE 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.  We currently
do  business  under the name  "Proform  golf,  inc.," and are in the  process of
amending our certificate of incorporation to reflect this.

         We acquired our first golf school, which established our curriculum, in
September  1996.  We then  negotiated  and signed  agreements  with various golf
courses to operate our golf schools at such courses, beginning with an agreement
in March 1997. As outlined above, we now have 26 Destination  Golf Schools under
contract. As our business matures, we continue to modify and update our teaching
curriculum.

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.

                                        2

<PAGE>

STRATEGY

         We believe that the three most  important  criteria  used by golfers to
select a school are: (1) location,  (2) price, and (3) product.  Key elements of
our strategy are (1) to increase the number of our  Destination  Golf Schools in
the United States through the acquisition of other golf schools; (2) to increase
the number of  distributors  selling our services;  (3) to be price  competitive
through the sale of Premium  Links(TM)packages;  and (4) to expand our marketing
programs.  We cannot  assure  you that we will be able to execute  our  strategy
successfully.

o    INCREASE THE NUMBER OF OUR  DESTINATION  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 Premium  Links(TM)packages  by offering more  locations.  We intend to
     expand by acquiring  existing golf school  operations.  In expanding to new
     locations, we intend to add sites that are consistent with our current high
     quality of  facilities.  We believe that our existing  student  booking and
     billing  operations  can  service  a  substantial  increase  in  volume  of
     students,  and  that  economies  of  scale  can  be  achieved  through  the
     acquisition  of existing  golf  schools.  As of April 15,  2000,  we had 26
     Destination  Golf Schools under contract.  We intend to locate our sites in
     different  geographic  regions with varying golf seasons,  which we believe
     will reduce the effect of  seasonality  on our  business.  We have incurred
     significant  expenses for site development and personnel  training which we
     believe will assist us in implementing our expansion plans. We believe that
     placing an emphasis on development  and training,  has enabled our staff to
     become familiar with our systems,  which will help us train new staff as we
     acquire additional schools.

o    INCREASE THE NUMBER OF DISTRIBUTORS SELLING OUR SERVICES. To facilitate the
     sales of packages of golf instruction into the corporate market (called the
     Premium Links(TM)program),  we intend to establish a network of distributor
     members  in  defined   geographic   locations.   These   distributors  have
     non-exclusive  marketing  rights to our  Premium  Links(TM)packages  within
     their respective territories. For the marketing rights to these programs, a
     distributor pays a one-time fee of $35,000,  which entitles the distributor
     to an extensive  training as well as the programs,  products,  and services
     that we have created.  We pay distributors  commissions of up to 25% on the
     sale of Premium Links(TM) packages based on a rolling commission  schedule.
     In order to develop our distributor  network,  we made a strategic decision
     to open several sites for our  Destination  Golf Schools,  despite the fact
     that there are significant  one-time and recurring expenses associated with
     opening each site,  and despite the fact that our  existing  sites were not
     operating at capacity.  We believe that adding  additional  sites makes our
     Premium  Links(TM)packages  more  valuable  because  it  enables  corporate
     purchasers,  such as TCI, 3Com,  Oracle and Public Service of Colorado (all
     of which have  purchased  Premium  Links(TM)packages)  to redeem lessons at
     locations nationwide. As of April 15, 2000, we had 22 distributors in 32 of
     the 100 territories  identified by management.  Certain  distributors  have
     purchased more than one territory.

o    BE  PRICE  COMPETITIVE  THROUGH  THE  SALE  OF  PREMIUM  LINKS(TM)PACKAGES.
     Management  believes that a significant  market exists for the sale of golf
     instruction to corporations, which can use them as incentives for sales and
     employee performance. Our Premium Links(TM)packages are a prepaid system in
     which the purchasing corporation receives a discount from the direct retail
     price  of  a  golf  school.  Corporations  spend  millions  of  dollars  on
     professional and collegiate  sporting events,  travel,  and  entertainment.
     Premium  Links(TM)was  developed  to  capture  a piece of that  market  and
     combine the continually growing synergy of golf and business.

o    EXPAND OUR MARKETING PROGRAMS. We believe that we must create and promote a
     new,  memorable  brand  identity  through  multiple   marketing   channels.
     Initially,  PRO limited its 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 our  distributors  to market our products and services.
     Utilizing  distributors  will  allow us to defer our  marketing  costs,  by
     giving up a portion of the revenue generated from distributors's sales.

                                        3

<PAGE>

DESTINATION GOLF SCHOOLS

         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.  In  addition  to our
retail  programs,  we offer  our  Premium  Links(TM)pre-paid  packages.  Premium
Links(TM) is an innovative package program that offers discounted daily rates at
package  pricing.  Premium  Links(TM)packages  are sold  primarily  through  our
distributor  network.  Our Premium Links(TM)  packages are primarily targeted at
corporate  purchasers.  The Premium Links(TM) packages can be given to employees
and/or  clientele  as  incentives  and can be redeemed at any  Destination  Golf
School   nationwide.   As  of  April  15,  2000,   we  offered   three   Premium
Links(TM)packages:

                  Par Package - 22 student days for $5,000;
                  Birdie Package - 46 student days for $10,000; and
                  Eagle Package - 123 student days for $25,000.

         Our strategy is to operate our Destination Golf Schools at high-quality
existing  resorts that have golf  facilities.  As of April 15,  2000,  we had 26
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.

         Our schools have been recognized by the PGA of America, which allows us
to employ,  and in turn offer instruction by,  PGA-accredited  teachers.  At our
Destination Golf Schools, our instructors teach a curriculum called the "Optimum
Impact  System" that combines  instruction  in all areas of golf  technique with
instruction in mental aspects of the game and physical  conditioning  to improve
play.   Instructors  assess  the  student's  skill  level  and  learning  style,
developing a personal  golfer  profile for  individualized  instruction.  At our
Destination  Golf  Schools,  access to a golf course on site is included in each
1-, 2-, 3- or 4-day package.

<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 2000(1)
                                 Pawleys Island, SC 29585

Brooks Golf Club                 1405 Highway 71                       June 1998        Mid-May to           September 2000
                                 Lake Okoboji, IA                                       mid-September

The Cascades                     16325 Silver Oaks Drive               February         Year round           February 2001
                                 Sylmar, CA 91342                      2000

Cinnabar Hills Golf Club         23600 McKean Road                     August           Year round           August 2000
                                 San Jose, CA 95141                    1999

Fred Arbanus Golf Club           11100 View High Drive                 January          April - October      December 2001
                                 Kansas City, MO 64134                 2000

Geneva National Golf Club        Geneva National Ave. So.              November         April - October      October 2000
                                 Lake Geneva, WI   53147               1999

Hamlet Windwatch                 1715 Vanderbuilt Motors Pkwy.         April 2000       April - October      September 2004
                                 Hauppauge, NY   11788

Haymaker Golf Course             34856 U.S. Hwy. 40-E                  May 1999         April - October      October 2000
                                 Steamboat Springs, CO 80477

Indian Tree Golf Club            7555 Wadsworth Blvd.                  April 1998       April - October      October 2000
                                 Arvada, CO 80003

                                        4

<PAGE>
<CAPTION>
                                                                       DATE
SITE NAME                        ADDRESS                               OPENED           SEASON               LEASE EXPIRES
---------                        -------                               ------           ------               -------------
<S>                              <C>                                   <C>              <C>                  <C>
Lake Spanaway Golf Club          15602 Pacific Avenue                  March 2000       April - October      October 2000
                                Tacoma, WA 98444

Los Verdes                       9200 East Iliff Avenue                April 2000       April - October      October 2000
                                   Aurora, CO

The Mission Inn Golf &           10400 County Road 48                  April 1998       November -           April 2001
Tennis Resort                    Howie in the Hills, FL 54737                           April

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

Pole Creek Golf Club             P.O. Box 3348                         March 1999       April - October      November 2000
                                 Winter Park, CO

Prairie Landing                  2325 Longest Drive                    March 2000       April - October      October 2000
                                 West Chicago, IL 60165

Quicksilver Golf Club            2000 Quicksilver Drive                April 2000       April - October      October 2000
                                 Midway, PA 15060

Rhodes Ranch                     9020 Rhodes Ranch Pkwy                March 1998       November -           March 2000(1)<F1>
                                 Las Vegas, NV                                          April

Seven Springs Mountain           No. 1                                 April 2000       April - October      October 2000
Resort Golf Course               Champion, PA 91935

Steele Canyon Golf Club          3199 Stonefield Drive                 November         Year round           November 2000
                                 Jamul, CA  91935                      1999

Tapawingo National               13001 Gary Player Drive               February         April - October      April 2001
                                 Saint Louis, MS                       2000

Thunder Hill Golf Club           7050 Griswold Road                    April 2000       April - October      October 2000
                                 Madison, OH 44057

Waverly Woods                    2100 Harwick Way                      April 2000       April - October      October 2000
                                 Mariottsville, MD 21104

Wildfire Golf Course at          5225 East Pathfinder                  September        November -           October 2000
Desert Ridge                     Phoenix, AZ                           1997             April

The Woods Resort                 P.O. Box 5                            November         April - October      December 2001
                                 Hedgesville, WV 25427                 1999
<FN>
<F1>
(1)      As of April 15, 2000,  management  was in the process of  renegotiating
         these  contracts and we were operating on a  month-to-month  basis with
         Rhodes Ranch and Caledonia Golf & Fish Club.

</FN>
</TABLE>

     We  contract  with the owners of each  facility to provide a golf school at
the  existing  golf  facility  and pay  rent  for the  use of a  portion  of the
facility.  Certain golf facilities  prefer to outsource the golf school function
rather than be responsible  for the overhead of  establishing,  maintaining  and
marketing a golf  school,  and to date we have had success in  negotiating  site
agreements with 26 facilities. In addition, our operation of a golf school at an
existing  facility  provides the  facility  with higher  visibility  through our
advertising efforts and additional revenue through guest nights, rounds of golf,
meals,  merchandise and other purchases by our golf school students. Due to this
mutually-beneficial  arrangement,  the rent charged us for using the  facilities
has been relatively low, allowing us to maintain low operating

                                        5

<PAGE>

costs while offering our students  high-quality  facilities.  In addition,  this
arrangement  permits us to offer first rate golf  facilities at  relatively  low
facilities  cost and enables us to take  advantage  of the  course's or resort's
marketing  efforts,  visibility  and  facility  quality  without  incurring  the
enormous  capital  requirements  and  advertising  budgets  needed to establish,
maintain  and market such  facilities.  Initially,  we entered  into leases that
provided for fixed monthly  rental.  We have  restructured  all of our leases to
provide  for rent based on the number of students  attending  our golf school at
the site,  thereby  reducing  our fixed  expenses.  As we expand our  network of
distributors throughout the United States, we will increase the number of sites,
basing our selection on proximity to the distributor territories and the ability
to provide for rent based on usage.

ACQUISITIONS AND SITE START-UP COSTS

         Our management believes that there are many single-location golf school
and multiple-site golf school operations whose owners may see certain advantages
to being  part of a  larger  organization  with  several  locations.  Management
believes that we can acquire such  existing golf schools using a combination  of
stock and as little cash as possible.  Acquisitions of currently  operating golf
schools  will  significantly  increase  our revenue  base.  We are  currently in
various stages of  discussions  with  approximately  22 companies that represent
over  50  sites;  however,  as  of  the  date  of  this  report,  there  are  no
understandings, agreements, or arrangements for any acquisitions. If we are able
to secure the necessary financing, our plan is to expand to 200 Destination Golf
Schools over the next three years.

         The expenses  associated  with  acquiring  golf schools and opening new
sites  pertain to  recruiting  and training  instructors  and staff,  rent,  and
advertising.  These  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 that we can now achieve  economies of scale in
certain of our operations,  in particular  advertising,  student  bookings,  and
billing.

INTERNATIONAL OPERATIONS

         On May 6, 1997, we signed a five-year  agreement with Sunkyong  U.S.A.,
under which  Sunkyong  U.S.A.  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 U.S.A. are to be negotiated
on a site-by- site basis.  This agreement  provides that Sunkyong U.S.A. 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 expect to do no significant  business under this
agreement until such time as Asian business and financial conditions improve.

MARKETING

         We market our products and services primarily through  distributors who
promote PRO with advertising  campaigns in various media. To date, we have had a
limited  marketing  budget.  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.  We will rely  significantly  upon our  distributors  to
market our products and services.  Utilizing distributors will allow us to defer
our  marketing  costs,  by giving up a portion  of the  revenue  generated  from
distributors' sales.

         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 psychographic  groups. These media include, but are not
limited to, high-end business and

                                        6

<PAGE>

travel  publications  as well as  electronic  media,  such as  cable  television
network programming (the Golf Channel) and the Internet (management is currently
negotiating an agreement with Liquidgolf.com  regarding a cross- marketing/sales
program). 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 Destination Golf School sites, as well as any future strategic  alliances
to expose us to a wider audience at no cost to us.

         One target of our marketing  efforts  relating to our Destination  Golf
Schools is executive training programs for the corporate market. We have created
incentive packages for corporations to reward performance,  entertain clients or
as  incentives  for sales  projects.  As of April  15,  2000,  we had  conducted
hundreds of such  programs,  with an average  attendance of 5 to 10 people.  Our
marketing  staff  attempts  to make direct  contact  with the  corporate  market
through advertising in trade journals and appearances at trade shows.

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 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   Leadbeateri   Golf  Academy,
Nicklaus/Flick  Game  Improvement,  Arnold  Palmer Golf  Academy and Golf Digest
Schools.  Many of the schools with which our  Destination  Golf Schools  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.

EMPLOYEES

         As of December 31, 1999, we had 20 full-time and 3 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.
The Company believes that this property will be sufficient to meet our needs for
the duration of the lease.

ITEM 3.           LEGAL PROCEEDINGS.

         Not Applicable.


Item 4.           Submission of Matters to a Vote of Security Holders.

         Not Applicable.

                                        7

<PAGE>
                                     PART II


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

         As of April 15, 2000, no public market exists for the Company's shares.

         As of December 31, 1999, there were 235 record holders of the Company's
Common Stock, including shares held by the Company as treasury shares.

         During the last two fiscal years,  no cash dividends have been declared
on the Company's Common Stock.

Recent Sales of Unregistered Securities

         During  1999,  the  Company  has  issued  and  sold  the   unregistered
securities as described below.

         The Company issued 531,214 shares of Common Stock to 87 persons, all of
whom were accredited  investors in  consideration  for loans having been made to
the Company. The shares were valued at $1.67 per share for a total of $887,127.

         The Company  issued  95,000  shares of Common  Stock to 5 persons as an
inducement for the purchase of shares of Series C preferred stock.

         The  Company  issued  38,000  shares of Common  Stock to 18  persons in
consideration  for entering  into  distributorship  agreements.  The shares were
valued at $2.50 per share for a total of $95,000.

         The Company  issued  178,040  shares of Common  Stock to 12 persons for
services  rendered.  The  shares  were  valued at $1.67 per share for a total of
$297,327.

         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
the  Company  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  securities  of the  Company  by  virtue of their
financial condition and/or relationship to members of management of the Company.
For sales made with the assistance of Global Financial Group,  Inc.,  Global was
paid a cash sales  commission of 10% of the cash  consideration  received by the
Company and warrants to purchase Common Stock.

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

OVERVIEW

         Over  the  past  two and a half  years,  we  have  expanded  from  five
Destination Golf Schools to 26 Destination Golf Schools in April 2000, which are
under  contract  for full or  partial  year  operation.  We had  expected  to be
financed  in  January  of 1998 and the delay in  financing  created a  cash-flow
problem  due to the  financial  commitments  that had been made to each of these
facilities.

         Management believes that there are many single-location golf school and
multiple-site  golf school operations whose owners may see certain advantages to
being part of a larger organization with several locations.  Management believes
that we can acquire such existing golf schools using a combination  of stock and
as little cash as possible.  Acquisitions  of currently  operating  golf schools
will significantly increase our revenue base. We are currently in various stages
of  discussions  with  approximately  22 companies that represent over 50 sites;
however, as of the date of this report, there are no understandings, agreements,
or  arrangements  for any  acquisitions.  If we are able to secure the necessary
financing,  our plan is to expand to 200 Destination  Golf Schools over the next
three years.

                                        8

<PAGE>


         Originally,  most  site  contracts  for our  Destination  Golf  Schools
provided for a fixed amount of monthly  rent.  As of April 15, 2000,  all of our
site  contracts to provide for rent on a per student  basis,  reducing our fixed
costs.  In the future,  we intend to negotiate only contracts  which provide for
rent on a per student basis.

         Our Destination Golf Schools have opened at varying times over the past
two and a half years, and most of the Destination Golf Schools are closed during
local off-seasons.  As a result of changes in the number of facilities open from
period to period,  closing certain of the Destination  Golf Schools during local
off-seasons, and overall seasonality of the golf business, results of operations
for any particular period may not be indicative of the results of operations for
any other period.

         In  order to  develop  our  distributor  network,  we made a  strategic
decision to open several sites for our  Destination  Golf  Schools,  despite the
fact that there are significant  one-time and recurring expenses associated with
opening  each  site,  and  despite  the fact that our  existing  sites  were not
operating at capacity.  As of April 15, 2000, we had 22 distributors covering 32
of 100  territories.  We believe that adding  additional sites makes our Premium
Links(TM)packages  more  valuable  because it enables  corporate  purchasers  to
redeem the lessons at locations nationwide.

         For each Destination  Golf School,  we hire a site manager and a number
of certified  instructors  based on anticipated  demand. We provide training for
our site managers and  certified  instructors  at our expense.  We believe these
steps are  necessary  to  establish  the  infrastructure  to achieve our goal of
becoming the world's largest golf school.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

         TOTAL  REVENUe.  We had total  revenue of  $418,813  for the year ended
December  31,  1999,  compared to $189,740 of total  revenue for the 1998 fiscal
year.  The  increase  in  total  revenue  was  attributable   primarily  to  the
development of our Corporate Sales, selling our Premium  Links(TM)corporate golf
school packages,  and the development of our distributor network During 1999, we
had  contracted to operate at 18 Destination  Golf Schools,  as compared to five
Destination Golf Schools during 1998.

         COST OF REVENUE.  Cost of revenues for the year ended December 31, 1999
was  $364,409  or 87% of total  revenue,  compared  to $353,268 or 187% of total
revenue  for the 1998  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 having more  schools  operating  during the 1999 period and the decrease in
cost of the site fees.  In addition,  during 1998,  the opening of several sites
was delayed, and revenue at open sites was negatively impacted by the effects of
an unusually wet winter in January,  February and March 1998. See  "Seasonality"
below.

         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,  increased from $1,879,183 for
1998 to  $3,544,407  for  1999.  The  increase  was due  primarily  to  expenses
associated  with  establishing  our  distributor  network,   such  as  increased
salaries, rent, and advertising expenses. We added more personnel,  took on more
space,  and generated  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 was  approximately  $1,005,751 for the year
ended December 31, 1999. During the 2000 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.

                                        9

<PAGE>

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

         Total  Revenue.  We had total  revenue of  $119,072  for the year ended
December  31,  1997,  compared to  $189,740 of total  revenue for the year ended
December 31, 1998. The increase in total revenue was  attributable  primarily to
the increase in the number of  Destination  Golf School  sites  operating in the
1998 period.  During the first ten months of 1997, we had one  Destination  Golf
School - Keystone,  Colorado - open for a total of four months.  During the year
ended  December 31, 1998,  we had five sites open during  portions of that year:
Wildfire  (Phoenix);  Carlton Oaks (San Diego  area);  Rhodes Ranch (Las Vegas);
Keystone; Brooks (Lake Okoboji); Huff House (Catskills).

         COST OF REVENUE.  Cost of revenues for the year ended December 31, 1997
was  $95,545 or 80% of total  revenue,  compared  to  $353,268  or 186% of total
revenue for the year ended December 31, 1998. Cost of revenue consists primarily
of  instructor  salaries  and site fees.  The  increase  in cost of revenue as a
percentage of total  revenue in 1998 was due primarily to hiring of  instructors
for our new sites,  which operated below capacity.  Opening of several sites was
delayed, and revenue at open sites was negatively impacted, by the effects of an
unusually  wet winter in January,  February  and March 1998.  See  "Seasonality"
below.

         SELLING,  GENERAL AND  ADMINISTRATIVE  EXPENSES.  Selling,  general and
administrative  expenses,  consisting  primarily  of marketing  and  advertising
expenses,  expenses associated with recruiting and training our Destination Golf
School site managers and  instructors,  salaries for  administrative,  sales and
marketing staff, and rent at our  headquarters,  increased from $628,214 for the
year ended December 31, 1997 to $2,057,805 for the year ended December 31, 1998.
The  increase was due  primarily  to expenses  associated  with  recruiting  and
training instructors for the new sites, expenses associated with opening the new
sites and rent at the new sites, and establishing  our distributor  network.  We
believe that our long-term cost structure  will be more  advantageous  with site
rentals based on fixed fees,  and signed our new leases on this basis.  However,
we are currently  operating below capacity at all of our sites. We determined to
lower our short-term  cost  structure by negotiating a per-student  rent for six
out of our ten summer sites.  This  decreases our fixed costs.  (Our costs could
actually  be higher at those  sites than at sites  with  fixed  rents if student
volume is increased at the sites with "per head" student rents.)

LIQUIDITY AND CAPITAL RESOURCES

         The cash  requirements  of funding our  operations  and expansion  have
exceeded cash flow from  operations.  At December 31, 1999, our working  capital
deficiency  was  $3,206,485,  based on  current  assets of $24,764  and  current
liabilities  of  $3,231,249.  To  date,  we have  satisfied  our  capital  needs
primarily through debt and equity financing.

         At  December  31,  1999,   short-term   notes  payable  and  bonds  was
$2,034,500. Of this amount, $1,239,500 will be paid by issuing 495,800 shares of
common stock.

         We filed a  registration  statement  for a public  offering  which  was
declared  effective in February 1999. Due to material changes during the term of
the offering,  we did not complete that offering.  Since we were in need of cash
for ongoing operations, we incurred additional short-term debt and sold Series C
preferred  stock.  We determined  that it would be in our best  interests not to
proceed with an initial public  offering,  but instead to register  shares to be
issued to our creditors and holders of the Series C preferred stock.

         Of the $442,612 in  long-term  debt  outstanding  at December 31, 1999,
$433,432 is payable to persons who are  stockholders  in the Company,  and bears
interest at a fixed rate of 8%, is unsecured and is  convertible  (principal and
unpaid  interest) into our common stock at a rate of $1.00 per share at anytime.
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, 2001 and January 1, 2002), by giving
notice to us at least 90 days before the  anniversary  date.  We are required to
register, under the Securities Exchange Act, 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 $100
per month for each month the note(s) are in default.  The remainder of our long-
term debt

                                       10

<PAGE>

relates to a note for an automobile which bears interest at the rate of 8.9% and
is payable in 42 monthly  installments.  As of December 31, 1999,  there were 25
remaining installments.

         Since we have already  received  cash proceeds from the issuance of our
stock,  our existing  operations  must be able to generate  enough cash to cover
existing  commitments  and  obligations,  such as lease rent for the facilities,
instructors'  salaries,  and  officers'  salaries.  We  are  obligated  under  a
five-year employment agreement to pay William D. Leary, our president, an annual
salary of $120,000.

         As described above, at December 31, 2000, we had a significant  working
capital deficit.  Therefore,  our business plan is dependent upon our ability to
increase  the number of our  Destination  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 $3,539,280  for the 1999 fiscal year, and at December 31,
1999,  our current  liabilities  exceeded  current  assets by $3,206,485 and our
total  liabilities  exceeded  total assets by $3,571,449.  These factors,  among
others,  raise  substantial  doubt  about our  ability  to  continue  as a going
concern.  See the note  entitled  "Continuing  Losses,  Deficit  in  Equity  and
Negative Working Capital" 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. In each case,
we expect a one week lag  between the closing of one site and the opening of the
other site. For example, our site manager and certified instructors for Wildfire
will  generally move to Pole Creek or Haymaker for the summer and the staff from
Rhodes Ranch in Las Vegas will move to Lake Okoboji, Iowa for the summer. Of our
26 current  Destination  Golf Schools,  three  facilities  will close during the
summer,  19 will be open only during the summer,  and the remaining four 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.

IMPACT OF THE YEAR 2000

         As of the date of this report, we have not experience any material year
2000 related  problems.  Management has assessed our operational  procedures and
believes that we are prepared for any year 2000 problems which may result

                                       11

<PAGE>

in the  future.  Accordingly,  we expect that any year 2000  problems  which may
occur in the future  will have only a minimal  adverse  effect on our  business,
operating  results and financial  condition,  due to additional  physical record
keeping efforts.  However, we cannot assure you that year 2000 problems will not
occur.  The year 2000 problem may affect other  entities  with which we transact
business or on which students of our golf schools  depend,  such as airlines and
hotels. While we are unable to send questionnaires to each and every airline and
hotel  that our  students  may use,  we have been  tracking  the  ability of the
airline and hotel industries to book  reservations for the year 2000.  Published
reports  indicate  that  these  reservations  are being made  without  problems.
Accordingly,  while we cannot  predict  the  effect of the year 2000  problem on
these other entities or its consequent  impact on us,  management  believes that
any  adverse  effect on us will not be  material.  Thus  far,  there has been no
material impact on our business.

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.


                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

         The directors and executive  officers of the Company,  their  positions
and ages are as follows:

<TABLE>
<CAPTION>


          NAME                        AGE               POSITIONS
          ----                        ---               ---------
          <S>                         <C>               <C>

          William D. Leary            40                President, Treasurer and Director
          Robert B. Lange             72                Director
          John C. Weiner              70                Director
</TABLE>

         The Company's 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 3  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  directors or executive
officers of the Company.  Directors of the Company  receive no  compensation  to
date for their service as directors.  Set forth below are brief  descriptions of
recent  employment  and  business  experience  of  the  Company's  officers  and
directors.

     WILLIAM D. LEARY.  From January 1993 until the present time,  Mr. Leary has
been the President of the Company.  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.


                                       12

<PAGE>

     ROBERT B. LANGE.  Mr. Lange has been a director of the Company  since 1995.
From 1955 to 1972,  Mr.  Lange was  employed as  President  and CEO of Lange Ski
Boot.  Mr.  Lange  sold  Lange Ski Boot in 1970,  and  since  that time has been
working as an independent  consultant.  Mr. Lange  graduated with a BA degree in
Economics from Harvard  University in the spring of 1949 and earned his MBA from
SMU in 1951.

     JOHN C. WEINER.  Mr.  Weiner has been a director of the Company 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 the company:

     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.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         No directors,  officers,  or beneficial owners of more than ten percent
of securities of the Company reported to the Company any transactions  involving
the  securities  during the fiscal year ended  December 31,  1999.  Accordingly,
there is no disclosure of any such transactions contained in this report.

ITEM 10. EXECUTIVE COMPENSATION.

         The  following  table sets forth  information  for the Chief  Executive
Officer ("CEO") of the Company, 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 the Company are included in the table.

<TABLE>
<CAPTION>

                                                                                    LONG TERM COMPENSATION

                                                                       ------------------------------------------------
                                       ANNUAL COMPENSATION                          AWARDS                 PAYOUTS
                         ----------------------------------------------------------------------------------------------
                                                                                             SECURITIES
                                                             OTHER        RESTRICTED      UNDERLYING
NAME AND                                                     ANNUAL          STOCK            OP-                         ALL OTHER
PRINCIPAL                                                   COMPEN-        AWARD(S)      TIONS/SARS          LTIP          COMPEN-
POSITION       YEAR         SALARY($)       BONUS($)       SATION($)         ($)              ($)         PAYOUTS ($)    SATION ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>          <C>             <C>            <C>            <C>            <C>              <C>            <C>

William D.     1999         43,365(1)<F1>      -0-            -0-             -0-             -0-            -0-             -0-
Leary,         1998           60,000           -0-            -0-             -0-             -0-            -0-             -0-
President      1997            -0-             -0-            -0-             -0-             -0-            -0-             -0-


                                       13

<PAGE>

<FN>
<F1>

(1)      The  Company  and  William D.  Leary,  an officer  and  director of the
         Company,  entered into an Employment  Agreement dated July 1, 1998 (the
         "Employment  Agreement").  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, 1999,  there was an accrued wages expense
         of $76,635.

</FN>
</TABLE>

     The Company does not have any employment contracts with any of its officers
or directors,  except for Mr. Leary.  See "ITEM 12.  CERTAIN  RELATIONSHIPS  AND
RELATED  TRANSACTIONS."  Such  persons are employed by the Company on an at will
basis,  and the terms and  conditions of employment are subject to change by the
Company.  Mr. Leary, the Company's chief executive officer,  was not granted any
stock options during the fiscal years ended December 31, 1999,  1998 or 1997. He
had no stock options at December 31, 1999.

         The  Company  does not have any  employment  contracts  with any of its
officers or directors,  except for Mr.  Leary.  Such persons are employed by the
Company on an at will basis,  and the terms and  conditions  of  employment  are
subject to change by the Company.

STOCK OPTION PLANS

         The Company has 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
20, 2000,  and as adjusted to reflect the issuance of the shares  proposed to be
issued to these persons:

<TABLE>
<CAPTION>

                                                           NUMBER OF SHARES              PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER (1)<F1>                           BENEFICIALLY OWNED           BENEFICIALLY OWNED (2)<F2>

<S>                                                           <C>                                    <C>
William D. Leary (3)<F3>......................                2,614,891                              39.5%
Leah Leary (4)<F4>............................                1,268,056                              19.4%
J Paul Consulting (5)<F5>.....................                  600,000                               9.2%
William Childs (6)<F6>........................                  560,000                               8.6%
Robert B. Lange ..............................                  194,000                               3.0%
John C. Weiner (7)<F7>........................                  117,500                               1.8%

All executive officers and directors as a
group (3 persons) (3)<F3>(4)<F4>(7)<F7>.......                2,926,391                              43.9%

---------------

<FN>
<F1>
(1)  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.
<F2>
(2)  Where  persons  listed on this  table  have the right to obtain  additional
     shares of common  stock  through  the  exercise of  outstanding  options or
     warrants or the  conversion of convertible  securities  within 60 days from
     April 20, 2000,  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.  Based on 6,544,185  shares of
     common stock  outstanding as of April 20, 2000.

                                       14

<PAGE>

<F3>
(3)  Includes 17,856 shares owned by Sean Leary and Keenan Leary, minor children
     of William D. Leary and Leah Leary. Includes 1,250,200 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  76,635 shares issuable upon conversion of a note to Mr. Leary for
     unpaid services.
<F4>
(4)  Includes  17,856  shares  owned by Sean  Leary and Keenan  Leary.  Excludes
     1,346,835  shares owned by William D. Leary and 76,635  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.
<F5>
(5)  The address of J Paul  Consulting is 6041 South  Syracuse  Way,  Suite 307,
     Englewood, CO 80111.
<F6>
(6)  Includes 70,000 shares issuable upon conversion of a convertible debenture.
<F7>
(7)  Before the issuance, Mr. Weiner owns 67,500 shares of common stock. He will
     be issued 50,000 shares of common stock for debt conversion.
</FN>
</TABLE>

CHANGES OF CONTROL

         The Company is not aware of any events  which could  result in a change
of control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         WEINER  SUBSCRIPTION  AGREEMENT.  On July 15,  1998,  we entered into a
binding subscription  agreement with Proformance  Research  Organization/Weiner,
Inc.  and/or  Vanguard 21st Century Weiner Inc.,  referred to as "PROW." John C.
Weiner  is  president  and  the  sole  shareholder  of  PROW  and  is one of our
directors.  Under this subscription agreement, PROW had agreed, on or before the
final day of the offering  commenced  in February  1999,  to  subscribe  for and
purchase at $5.00 per share all shares not  otherwise  subject to  subscriptions
accepted by us. The offering did not close.  PROW has loaned us $125,000,  which
was converted into 50,000 shares of common stock.

         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, 1999, we had accrued $76,635 for unpaid salary owed to Mr. Leary.  See "Item
6. Management's Discussion and Analysis or Plan of Operation."

         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.  We have agreed with
certain  state  regulatory  authorities  that  so  long  as our  securities  are
registered  in such  states,  or one  year  from  the  date  of the  prospectus,
whichever  is  longer,  we will  not  make  loans  to its  officers,  directors,
employees,  or  principal  shareholders,  except for loans made in the  ordinary
course  of  business,  such  as  travel  advances,   expense  account  advances,
relocation advances, or reasonable salary advances.

                                       15

<PAGE>

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           Bylaws (1)<F1>                                                                          N/A

       4.1           Reference is made to Exhibits 3.1 and 3.2 (1)<F1>                                       N/A

       10.1          Distribution Agreement between the Company and Dave Bisbee, dated                       N/A
                     August 22, 1996 (1) <F1>

       10.2          Distribution Agreement between the Company and William D. Leary (1)<F1>                 N/A

       10.3          Lease between Fernal Inc. and William D. Leary and the Company, dated                   N/A
                     May 1, 1997, as amended by an Addendum to Lease between Mach One and
                     World Associates, Inc. dated April 4, 1998 (1)<F1>

       10.4          Common Stock Purchase Agreement with Proformance Research                               N/A
                     Organization/Weiner, Inc. dated July 15, 1998 (1)<F1>

       10.5          Sublease dated April 21, 1998 between Mach One Corporation and                          N/A
                     Proformance Research Organization, Inc. (1)<F1>

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

       10.7          Consulting Services Agreement between Sunkyong U.S.A., Inc. and the                     N/A
                        Company dated May 6, 1997 (1)<F1>

       10.8          Distribution Agreement between Renaissance Golf Products Inc. and the                   N/A
                       Company dated July 21, 1998 (1)<F1>

       10.9          Amendment to Common Stock Purchase Agreement with Proformance                           N/A
                     Research Organization/Weiner, Inc. dated November 2, 1998 (1)<F1>

      10.10          Form of Stock Escrow Agreement (1)<F1>                                                  N/A

        27           Financial Data Schedule                                                                ____

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

</FN>
</TABLE>

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

                                       16

<PAGE>



                                   SIGNATURES

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

                                         PROFORMANCE RESEARCH ORGANIZATION, INC.



Dated: April 27, 2000               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.

SIGNATURE                    TITLE                                DATE

                             President, Treasurer and Director
                             (Principal Executive, Financial and
/S/WILLIAM D. LEARY          Accounting Officer)                  APRIL 27, 2000
----------------------------                                      --------------
William D. Leary

/S/ROBERT B. LANGE           Director                             APRIL 27, 2000
----------------------------                                      --------------
Robert B. Lange

/S/JOHN C. WEINER            Director                             APRIL 27, 2000
----------------------------                                      --------------
John C. Weiner

                                       17

<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Proformance Research Organization, Inc.

We  have  audited  the  accompanying   balance  sheet  of  Proformance  Research
Organization,  Inc. (fka World Associates Inc.) as of December 31, 1999, and the
related statements of operations,  stockholders' deficiency,  and cash flows for
each of the years ended December 31, 1999 and 1998.  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  generally   accepted  auditing
standards. 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  Proformance   Research
Organization,  Inc. (fka World Associates Inc.) as of December 31, 1999, and the
results  of its  operations,  and its cash  flows  for each of the  years  ended
December 31, 1999 and 1998, in conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
company will continue as a going concern. As shown in the financial  statements,
the  company  incurred  a net  loss of  $3,539,280  for  1999  and has  incurred
substantial  net losses for each of the past five years.  At December  31, 1999,
current  liabilities  exceed current assets by $3,206,485 and total  liabilities
exceed total assets by $3,571,449.  These factors,  and the others  discussed in
Note 13, raise  substantial  doubt about the company's  ability to continue as a
going concern.  The financial statements do not include any adjustments relating
to the  recoverability and classification of recorded assets, or the amounts and
classification  of liabilities  that might be necessary in the event the company
cannot continue in existence.




/S/STARK TINTER & ASSOCIATES, LLC
Stark Tinter & Associates, LLC

Denver, Colorado
March 31, 2000

                                       F-1

<PAGE>


                     Proformance Research Organization, Inc.
                          (fka World Associates Inc.)
                                 Balance Sheet
                               December 31, 1999
<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                                 <C>

Current assets
 Due from employees                                                 $    2,264
 Note receivable                                                         6,000
 Prepaid expenses                                                       16,500
                                                                    ----------
 Total current assets                                                   24,764

Property and equipment - net of accumulated depreciation                66,285
Other assets                                                            11,363
                                                                    ----------
                                                                    $  102,412
                                                                    ==========
                   LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)

Current liabilities
 Bank overdraft                                                     $    2,808
 Accounts payable and accrued expenses                                 571,126
 Accrued interest                                                      177,285
 Current portion of long term debt                                       7,733
 Related party payable                                                  25,839
 Notes and bonds payable                                                85,000
 Notes and bonds payable, related party                              1,949,500
 Deferred revenue and deposits payable                                 411,958
                                                                    ----------
   Total current liabilities                                         3,231,249
                                                                    ----------

Long term debt
 Notes and bonds payable                                                 9,180
 Notes payable, related party                                           76,635
 Bonds payable, related party                                          356,797
                                                                    ----------
                                                                       442,612
                                                                    ----------


Stockholders' (deficiency)
 Preferred stock, Series C, convertible, cumulative,
  no stated value, 2,000,000 shares authorized,
  190,000 shares issued and outstanding-                               475,000
 Common stock, no par value, 10,000,000 shares authorized,
  4,999,114 shares issued and outstanding                            2,996,731
 Accumulated deficit                                                (7,043,180)
                                                                    -----------
   Total stockholders' (deficiency)                                 (3,571,449)
                                                                    -----------
                                                                    $  102,412
                                                                    ===========
</TABLE>
                 See accompanying notes to financial statements

                                      F-2
<PAGE>




                    Proformance Research Organization, Inc.
                          (fka World Associates Inc.)
                            Statements of Operations
                 For the years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>

                                                1999              1998
                                            ------------      ------------
<S>                                         <C>               <C>

Revenue                                     $   418,813       $   189,740
Cost of revenues                                364,409           353,268
                                            ------------      ------------
Gross  profit (loss)                             54,404          (163,528)
                                            ------------      ------------
Operating expenses
 Sales, general and administrative            3,544,407         1,879,183
 Depreciation                                    14,858             8,810
                                            ------------      ------------
  Total operating expenses                    3,559,265         1,887,993
                                            ------------      ------------
Operating (loss)                             (3,504,861)       (2,051,521)

Interest expense                                114,742            78,694
                                            ------------      ------------
(Loss) from continuing operations            (3,619,603)       (2,130,215)

Provision for income taxes (benefit)            (16,065)             -
                                            ------------      ------------

Discontinued operations
 (Loss) from operations of Team Family
  segment                                          -               (3,063)
                                            ------------      ------------
Extraordinary Items
 Gain on early extinguishment of debt,
  net of income taxes of $16,065                 64,258              -
                                            ------------      ------------
Net (Loss)                                  $(3,539,280)      $(2,133,278)
                                            ============      ============

Per share information-basic and fully diluted
 Weighted average shares outstanding          4,351,131           939,287
                                            ============      ============
 (Loss) per common share
 (Loss) from continuing operations          $     (0.83)      $     (2.27)
 (Loss) from discontinued operations                -                 -
 (Gain) from extraordinary items                   0.02               -
                                            ------------      ------------
Net (loss) per common share                 $     (0.81)      $     (2.27)
                                            ============      ============





                 See accompanying notes to financial statements
</TABLE>

                                      F-3
<PAGE>

<TABLE>


                                               Proformance Research Organization, Inc.
                                                    (fka World Associates Inc.)
                                              Statement of Stockholders' (Deficiency)
                                           For the years ended December 31, 1998 and 1999
<CAPTION>


                                                 Preferred Stock        Preferred Stock    Preferred Stock
                              Common Stock          Series A               Series B            Series C
                         -------------------- ---------------------- -------------------- ----------------  Accumulated
                           Shares    Amount    Shares      Amount     Shares     Amount    Shares  Amount     Deficit      Total
                         --------- ---------- --------- ------------ --------- ---------- ------- -------- ------------ ------------
<S>                      <C>       <C>         <C>      <C>          <C>       <C>        <C>     <C>      <C>          <C>

Balance at January 1,
 1998                      897,534    $82,095  116,900  $   584,500   185,200  $ 212,800     -    $   -    $(1,370,622) $(  491,227)

Issuance of stock
 for cash at $5.00
  per share                                     96,300      481,500                                                         481,500

Stock issued in
 consideration for
 loans received at
 $4.00 per share            12,500     50,000                                                                                50,000

Conversion of shares
 upon the Company's
 merge into its
 wholly owned
 subsidiary              1,638,061             533,000                463,000                                                  -

Issuance of stock
 for cash at $1.43
 per share                                      41,650       59,500                                                          59,500

Debt converted to
 stock at $1.43 per
 share                                          70,000      100,000                                                         100,000

Stock issued in
 consideration for
 loans received at
 $1.43 per share           100,213    143,304                                                                               143,304

Stock issued in
 consideration for
 services rendered
 at $1.43 per share          2,502      3,578                                                                                 3,578

Net (loss) for 1998                                                                                         (2,133,278)  (2,133,278)
                         --------- ---------- --------- ------------ --------- ---------- ------- -------- ------------ ------------

Balance at
 December 31, 1998       2,650,810    278,977  857,850    1,225,500   648,200    212,800    -         -     (3,503,900)  (1,786,623)

Issuance of stock
 for cash at $2.50
 per share                                                                                190,000  475,000                  475,000

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

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

Stock issued in
 consideration for
 loans received at
 $1.67 per share           531,214    887,127                                                                               887,127

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

Stock issued in
 consideration for
 distributorship
 agreements at $2.50
 per share                  38,000     95,000                                                                                95,000

Stock issued in
 consideration for
 services rendered at
 $1.67 per share           178,040    297,327                                                                               297,327

Net (loss) for 1999                                                                                         (3,539,280)  (3,539,280)
                         --------- ---------- --------- ------------ --------- ---------- ------- -------- ------------ ------------
Balance at
 December 31, 1999       4,999,114 $2,996,731     -     $      -         -     $    -     190,000 $475,000 $(7,043,180) $(3,571,449)
                         ========= ========== ========= ========= ============ ========== ======= ======== ============ ============



                                           See Accompanying Notes to Financial Statements


                                                                F-4
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                    Proformance Research Organization, Inc.
                          (fka World Associates Inc.)
                            Statements of Cash Flows
                 For the years ended December 31, 1999 and 1998

                                                       1999             1998
                                                   ------------     ------------
<S>                                                <C>              <C>
Cash flows from operating activities:
Net (loss)                                         $(3,539,280)     $(2,133,278)
Adjustments to reconcile net (loss)
 to net cash (used in) operating
 activities:
  Depreciation and amortization                         14,858            8,810
  Common stock issued for inducements                     -              96,653
  Write off of deferred financing costs                 96,653             -
Changes in assets and liabilities:
 (Increase) decrease in due from employees               3,945           (6,209)
 (Increase) decrease in note receivable                 12,000          (18,000)
 (Increase) decrease in deferred offering
  costs                                                 34,626          (34,626)
 Decrease in prepaid expenses                          (16,500)            -
 (Increase) decrease in other assets                    (6,700)             504
 Increase in accounts payable and accrued
  expenses                                             641,971          340,761
 Increase in accrued interest                           50,433             -
 Increase in related party payable                       7,315           18,524
 Increase in deferred revenue and deposits
  payable                                              166,517          234,330
 (Decrease) in liabilities of discontinued
  operations                                           (41,102)         (14,038)
                                                   ------------     ------------
Total adjustments                                      964,016          626,709
                                                   ------------     ------------
Net cash (used in) operating activities             (2,575,264)      (1,506,569)
                                                   ------------     ------------

Cash flows from investing activities:
 Purchase of property and equipment                    (12,661)         (59,411)
                                                   ------------     ------------
  Net cash (used in) investing activities              (12,661)         (59,411)
                                                   ------------     ------------

Cash flows from financing activities:
 Increase in bank overdraft                              2,808             -
 Proceeds from notes and bonds payable                 697,127          299,166
 Proceeds from notes and bonds payable,
  related party                                      1,782,797        1,035,500
 Payment on notes and bonds payable, related
  party                                               (365,000)        (407,000)
 Net proceeds from issuance of preferred
  stock series A                                          -             641,000
 Net proceeds from issuance of preferred
  stock series C                                       475,000             -
 Payments on note and bonds payable                     (9,577)          (2,677)
                                                   ------------     ------------
   Net cash provided by financing activities         2,583,155        1,565,989
                                                   ------------     ------------

Net increase (decrease) in cash                         (4,770)               9

Beginning - cash                                         4,770            4,761
                                                   ------------     ------------

Ending - cash                                      $      -         $     4,770
                                                   ============     ============

Supplemental cash flow information:

Non-cash transactions:
Common stock issued in consideration for
 loans                                             $   887,127      $   193,305
Common stock issued in consideration for
 distributorship agreements                        $    95,000      $      -
Common stock issued in consideration for
 services rendered                                 $   297,327      $     3,578

Cash paid for:
 Interest                                          $     4,548      $     1,043
 Income taxes                                      $      -         $      -

</TABLE>

                 See Accompanying notes to financial statements

                                      F-5

<PAGE>


                     Proformance Research Organization, Inc.
                           (fka World Associates Inc.)
                          Notes to Financial Statements

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).

     The Company conducts  destination golf schools by contracting with existing
facilities to provide  instruction.  The Company also earns annual  license fees
from distributors in exchange for certain non-exclusive rights.

Revenue recognition

     Revenues  are  recognized  in the period when the student  attends the golf
school.  Revenues collected in advance of attendance are deferred.  Revenue from
license fees collected pursuant to distributor  agreements is deferred until the
Company fulfills all requirements of the agreement.

Depreciation

     The cost of equipment is  depreciated  over the  estimated  useful lives (5
years) of the related  assets.  Depreciation  is  computed on the  straight-line
method for financial reporting purposes.

Use of estimates

     The  preparation of the Company's  financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  the affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and  liabilities  at the balance sheet date and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
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 per common share ("EPS")
calculations  are determined by dividing net 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 by the weighted
average  number  of  common  shares  and  dilutive   common  share   equivalents
outstanding.

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.

                                       F-6

<PAGE>
                     Proformance Research Organization, Inc.
                           (fka World Associates Inc.)
                          Notes to Financial Statements

Stock-Based Compensation

     The Company  accounts for stock based  compensation in accordance with SFAS
No. 123,  "Accounting for Stock-Based  Compensation." The provisions of SFAS No.
123 allow  companies to either expense the estimated fair value of stock 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.

Comprehensive Income

     There were no items of  comprehensive  income for the years ended  December
31, 1999 and 1998,  and thus net loss is equal to  comprehensive  loss for those
years.

Advertising Costs

     Advertising  is expensed as incurred.  Advertising  costs  expensed  during
years ended December 31, 1999 and 1998 were $130,009 and $129,644, respectively.

Product Concentration

     The Company  currently  derives most of its revenues from  destination golf
schools.  The Company  expects that these  revenues will continue to account for
substantially  all of the Company's  revenues for the foreseeable  future.  As a
result,  the Company's  future  operating  results are dependent  upon continued
market  acceptance of destination golf schools and enhancements  thereto.  There
can be no  assurance  that these golf  schools  will  achieve  continued  market
acceptance.  A decline in demand for, or market acceptance of,  destination golf
schools as a result of competition,  technological change or other factors could
have a material adverse effect on the Company's business,  operating results and
financial condition.

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  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,  1999,  management
does not believe there is any impairment of the carrying amounts of assets.

                                       F-7

<PAGE>
                     Proformance Research Organization, Inc.
                           (fka World Associates Inc.)
                          Notes to Financial Statements


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, 1999. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximate their fair values.

These financial instruments include cash, notes receivable, amounts due from and
payable to related  parties,  accounts  payable,  accrued expenses and notes and
bonds payable.  Fair values of the short-term financial instruments were assumed
to approximate carrying values for these financial  instruments because they are
short term in nature  and are due or  payable  on demand.  The fair value of the
Company's long-term notes and bonds payable approximate its carrying value based
on the  current  rates  offered to the  Company  for debt of the same  remaining
maturities.

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," which is required to be adopted
in years beginning after June 15, 1999. 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
yet  determined  if it will early adopt and what the effect of SFAS No. 133 will
be on the earnings and financial position of the Company.

NOTE 2. PROPERTY AND EQUIPMENT

The following is a summary of property and equipment at cost,  less  accumulated
depreciation at December 31, 1999:
<TABLE>
           <S>                                                  <C>

           Furniture and fixtures                               $32,201
           Leasehold improvements                                 8,252
           Equipment                                             29,403
           Vehicle                                               32,313
                                                                -------
                                                                102,169
           Less: Accumulated depreciation                        35,884
                                                                -------
                    Total                                       $66,285
                                                                =======
</TABLE>

                                      F-8
<PAGE>
                     Proformance Research Organization, Inc.
                           (fka World Associates Inc.)
                          Notes to Financial Statements


For the years ended December 31, 1999 and 1998,  depreciation expense charged to
operations was $14,858 and $8,810, respectively.

NOTE 3. MERGER

On July 31,  1998,  the  Company  merged  into  PRO,  its  subsidiary,  with PRO
surviving.  On that date, each issued and outstanding  share of the Subsidiary's
Series A Convertible  Preferred  Stock was converted into 3.5 shares of Series A
stock of PRO. Also, each issued and outstanding share of the Subsidiary's Series
B Convertible  Preferred Stock was converted into 3.5 shares of Series B of PRO.
Each share of the Subsidiary's issued and outstanding Common Stock was converted
into 2.8 shares common stock of PRO. The currently issued and outstanding shares
of PRO  held by the  Subsidiary  were  cancelled  on the  effective  date of the
merger.

NOTE 4. LEASE OBLIGATION

The Company leases office space under an operating lease  arrangement for $6,500
per month. The lease expires on October 31, 2003.

Minimum future lease payments on the office lease are as follows:
<TABLE>
<CAPTION>

                    YEAR              AMOUNT
                    ------           --------
                    <S>              <C>
                    2000             $ 78,000
                    2001               78,000
                    2002               78,000
                    2003               65,000
                                     --------
                    Totals           $299,000
                                     ========
</TABLE>


For the  years  ended  December  31,  1999 and  1998,  the  amounts  charged  to
operations for rent expense were $67,815 and $54,086, respectively.

NOTE 5. 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  hundred-mile  radius. As of December 31, 1999 $76,635 of
salaries are due to this officer.

                                      F-9

<PAGE>

                     Proformance Research Organization, Inc.
                           (fka World Associates Inc.)
                          Notes to Financial Statements

NOTE 6. NOTES AND BONDS PAYABLE

    The following are summaries of notes and bonds payable at December 31, 1999:

        SHORT-TERM:

        8% promissory notes payable, principal and
        interest due July 4, 1999 and July 15, 1999,
        (in default) warrant inducements (see Note 8),
        unsecured                                                  $ 60,000

        10%  promissory  note payable,  principal and
        interest due July 4, 1999 (in default), unsecured            10,000

        12% convertible bonds payable, interest
        payable semi-annually,  convertible at any time
        into Series A Convertible  Preferred  Stock at
        rate of $5 per share, annually  redeemable on
        the anniversary  date of issuance at the holders
        option, (in default) unsecured                                5,000

        12%  convertible  bonds,   interest  payable  semi-
        annually  (in default), convertible at any time
        into Series A Convertible Preferred Stock at
        rate of $5 per share, annually redeemable on
        the  anniversary  date of  issuance  at the holders
        option, unsecured                                            10,000
                                                                   --------
                                                                   $ 85,000
                                                                   ========

                                      F-10

<PAGE>

                     Proformance Research Organization, Inc.
                           (fka World Associates Inc.)
                          Notes to Financial Statements

        SHORT-TERM, RELATED PARTY:

        12%  convertible  bonds  payable  to
        stockholders, interest payable semi-annually,
        convertible at any time into Series A
        Convertible Preferred Stock at rate of $5 per
        share, annually redeemable on the anniversary
        date of issuance at the holders option, (in
        default) unsecured                                        $  25,000

        8% promissory notes payable to stockholders,
        principal and interest due within five business
        days of first available  proceeds from the
        Company's public offering, common stock and
        warrant inducements (see Notes 7 and 8),
        unsecured                                                   535,000

        8% convertible  notes payable to stockholders,
        convertible  within in five days of the
        Company's  public offering, into Common Stock
        at rate of $2.50 per share, common stock and
        warrant inducements (see Notes 7 and 8),
        unsecured                                                 1,239,500

        10% promissory  notes payable to
        stockholders, principal and interest due within
        five business days of first available  proceeds
        from the Company's public offering, stock
        inducements (see Note 7), unsecured                          25,000

        12% convertible bonds  payable  to
        stockholders, interest payable semi-annually
        (in default), convertible at any time into Series
        A Convertible Preferred Stock at rate of $5 per
        share, annually redeemable on the anniversary
        date of issuance at the holders option,
        unsecured                                                   125,000
                                                                 ----------
                                                                 $1,949,500
                                                                 ==========

                                      F-11

<PAGE>


                     Proformance Research Organization, Inc.
                           (fka World Associates Inc.)
                          Notes to Financial Statements

        LONG-TERM:

        8.90% note payable, principal and interest
        of $744 due in 42 monthly installments beginning
        August  1998, collateralized  by vehicle                    $16,913
                                                                    -------
        Less current portion                                          7,733
                                                                    -------
                                                                    $ 9,180
                                                                    =======

        LONG-TERM, RELATED PARTY:

        8% convertible notes payable to stockholders
        due January 1, 2003, convertible at any time
        subsequent to the Company's public offering,
        into Common Stock at rate of $1.00 per share,
        (see Note 7), unsecured                                     $76,635
                                                                    =======
        LONG-TERM, RELATED PARTY:

        8% convertible bonds payable to stockholders
        due January 3, 2003, convertible at any time
        subsequent to the Company's public offering,
        into Common Stock at rate of $1.00 per share,
        common  stock and  warrant  inducements
        (see Notes 7 and 8), unsecured                             $356,797
                                                                   ========

NOTE 7. STOCKHOLDERS' EQUITY

Classes of preferred stock

The  Company's  Series A and Series B have no voting  rights and pay  cumulative
dividends at the rate of 0.000492%  per share of the Company's  pre-tax  profits
until such time as the holder shall have received $5 per share. Thereafter,  the
dividend  rate is  0.00005%  per share of the  Company's  pre-tax  profits.  The
dividend on the Series B stock  shall be junior in  preference  to the  dividend
payable  on the  Series A stock and no  dividends  shall be paid on the Series B
stock until the dividend  payable on the Series A stock shall have been declared
and paid or a sum sufficient for payment  thereof set apart.  There have been no
dividends accrued for 1999 or 1998.

Series A stock and Series B stock is convertible  into one share of common stock
at any time at the option of the  holder  after the date of  issuance.  Series A
stock was  automatically  converted  into one share of common  stock in February
1999, when the Company's offering document became effective.

                                      F-12
<PAGE>

                     Proformance Research Organization, Inc.
                           (fka World Associates Inc.)
                          Notes to Financial Statements

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   converts  to  common  stock  pursuant  to  a
successfully filed registration  statement.  The conversion rate will be subject
to adjustments in certain events, including stock splits and dividends.

Common and preferred stock issuances

During 1998, the Company issued 96,300 shares of Series A at $5.00 per share for
cash of $481,500.

During 1998, the Company issued 12,500 shares of Common Stock at $4.00 per share
as inducements for loan funds received.  The value of the inducements of $50,000
has been charged to operations.

Upon the merger  taking place on July 31, 1998 (see Note 3), the Company  issued
1,638,061 shares of Common Stock,  533,000 shares of Series A and 463,000 shares
of Series B.

During 1998, the Company issued 41,650 shares of Series A at $1.43 per share for
cash of $59,500.

During 1998, the Company  converted  $100,000 in debt to 70,000 shares of Series
A.

During 1998 the Company issued 100,213 shares of Common Stock at $1.43 per share
as inducements for loan funds received. The value of the inducements of $143,304
has been charged to operations.

During 1998,  the Company issued 2,502 shares of Common Stock at $1.43 per share
for consulting  services rendered.  The value of the services of $3,578 has been
charged to operations.

During 1999,  the Company  issued  190,000 shares of Series C at $2.50 per share
for cash of $475,000.

During 1999, the Company  converted 857,850 shares of Series A to 857,850 shares
of Common Stock.

During 1999, the Company  converted 648,200 shares of Series B to 648,200 shares
of Common Stock.

During 1999 the Company issued 531,214 shares of Common Stock at $1.67 per share
as inducements for loan funds received. The value of the inducements of $887,127
has been charged to operations.

                                      F-13
<PAGE>

                     Proformance Research Organization, Inc.
                           (fka World Associates Inc.)
                          Notes to Financial Statements


During 1999 the Company  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' (deficiency).

During 1999 the Company  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.

During  1999,  the Company  issued  178,040  shares of Common Stock at $1.67 per
share for consulting  services  rendered.  The value of the services of $297,327
has been charged to operations.

NOTE 8. STOCK WARRANTS

During the year ended December 31, 1999, the Company issued 587,300 common stock
warrants as loan inducements to  non-employees,  exercisable at $6.00 per share.
The maximum term of the warrant is five years.  There was no expense  related to
these issuances.

Common stock warrant activity is as follows:
<TABLE>
<CAPTION>

                                                                    WEIGHTED
                                                                     AVERAGE
                                             NUMBER OF              EXERCISE
                                              SHARES                 PRICE
                                             ---------              --------
<S>                                          <C>                     <C>
Outstanding at January 1, 1999               123,000                 $6.00
         Granted                             587,300                 $6.00
         Exercised                              -                     -
         Forfeited                              -                     -
                                             -------                 -----
Outstanding at December 31, 1999             710,300                 $6.00
                                             =======                 =====
Options exercisable at December 31, 1999     710,300
                                             =======
Weighted average fair value of options
 granted during year                         $ -
                                             ===
</TABLE>

The status of all options  outstanding  at December 31, 1999 is 710,300  options
with an exercise price of $6.00, a weighted average  remaining  contractual life
of 4 years for options  granted in 1998 and 5 years for options  granted in 1999
and a  weighted  average  exercise  price of  $6.00.  All of these  options  are
exercisable at December 31, 1999 at a weighted average exercise price of $6.00.


                                      F-14
<PAGE>


                     Proformance Research Organization, Inc.
                           (fka World Associates Inc.)
                          Notes to Financial Statements

NOTE 9. DISCONTINUED OPERATIONS

On December 31, 1996,  the company  adopted a formal plan to dispose of the Team
Family segment of the business,  a system of parenting and family development on
videotape  and in a booklet.  As of  December  31,  1998 the  disposal  has been
completed.  The Company  recorded a loss from the  operation  of this segment of
$3,063 in 1998. No gain or loss on the disposition has been recognized.

NOTE 10. EXTRAORDINARY ITEM-GAIN ON EXTINGUISHMENT OF DEBT

In 1999 the  Company  negotiated  with  several  creditors  which  resulted in a
settlement  of debt.  The  $64,258  gain,  net of income  taxes of  $16,065  was
recorded as an extraordinary item.

NOTE 11. DESTINATION GOLF SCHOOL AGREEMENTS

The Company has  agreements  with golf courses  located in Arizona,  California,
Colorado, Florida, Iowa, Nevada and Wisconsin. In exchange for $65,000 in annual
license fees and other  miscellaneous  fees  varying from course to course,  the
Company received supplies,  storage and access to golf facilities. The Company's
golf school  revenues are generated from schools  taught at these  locations and
these costs are included in cost of revenues on the income statement.

NOTE 12. 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, 1999         DEC. 31, 1998
                                         -------------         -------------
<S>                                      <C>                    <C>
Computed "expected" tax (benefit)        ($1,203,355)           ($725,315)
Valuation allowance                        1,203,355              725,315
                                         ------------           ----------
                                          $     -                $   -
                                         ============           ==========
</TABLE>

                                  F-15

<PAGE>

The net change in valuation  allowance for the year ended  December 31, 1999 was
$707,856.

     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:
<TABLE>
<CAPTION>

                                     TEMPORARY           TAX
                                     DIFFERENCE         EFFECT
                                     ----------         ------
<S>                                 <C>               <C>
Net operating loss carryforward:    $7,043,180        $1,408,636
                                    ==========        ==========
</TABLE>


The net operating loss carry forward will expire in the years through 2019.

NOTE 13. GOING CONCERN CONSIDERATION

The  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  operating
losses in recent years. In addition, the Company has used substantial amounts of
working  capital in its  operations.  Further,  at December  31,  1999,  current
liabilities  exceeded current assets by $3,206,485 and total liabilities  exceed
total assets by $3,571,449.

These  circumstances  raise  substantial  doubt about the  Company's  ability to
continue as a going concern.  The ability of the Company to continue  operations
as a going  concern is dependent  upon its success in (1)  obtaining  additional
capital;  (2)  paying  its  obligations  timely;  and (3)  ultimately  achieving
profitable  operations.  Management's  plans include raising  additional  equity
capital and the  restructuring or deferral of debt. The financial  statements do
not  include  any  adjustments  which  might  result  from the  outcome of these
uncertainties.

                                      F-16

<PAGE>


                                   Exhibit 27

                            Financial Data Schedule

























                                       19


<PAGE>