SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                 FORM 10-KSB/A-1

                                   (Mark One)

            /x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended February 28, 2002

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

                  For the transition period from _____ to ____

                         Commission file number 0-30420

                                 LCS GOLF, INC.
 -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                               Delaware 11-3200338
     --------------------------------- ------------------------------------
      (State or other jurisdiction of (IRS Employer Identification Number)
                          incorporation or organization


                  3 Tennis Court Road, Mahopac, New York 10541
 -------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (845) 621-3945
                                 --------------

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

 Yes X No
 ----- -----
<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the 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/

State the issuer's revenues for its most recent fiscal year: The issuer's
revenues for the fiscal year ended February 28, 2002 were $242,806.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant computed by reference to the price at which the stock was sold on
July 11, 2002 was approximately $3,610,187. Solely for the purposes of this
calculation, shares held by directors and officers of the Registrant have been
excluded. Such exclusion should not be deemed a determination or an admission by
the Registrant that such individuals are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: At July 8, 2002, there were
outstanding 43,120,176 shares of the Registrant's Common Stock, $0.001 par
value.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (check one):

Yes / / No /x/



<PAGE>


 PART I


Item 1. DESCRIPTION OF BUSINESS
 -----------------------
Business Development.

         We were  incorporated  in the State of  Delaware  on October 8, 1997 as
Linkun  Enterprise,  Inc. to design and  distribute  golf clubs and golf related
products. On October 27, 1997, we changed our name to LCS Golf, Inc.

         On October 28, 1997, LCS Golf, Inc. a New York Corporation (hereinafter
"LCS New York") was merged into our Company and we were the  surviving  company.
Pursuant to the merger,  we exchanged 980,904 shares of our common stock for all
of the  issued  and  outstanding  shares  of LCS  New  York on a  one-share  for
one-share basis.

         We entered into this  transaction to obtain the name LCS Golf, Inc. and
because LCS New York had public shareholders. Prior to this transaction, neither
we nor our officers and directors had any  affiliation  with LCS Golf,  Inc. New
York.

         On May 1, 1998, we acquired Golf  Universe,  Inc.,  ("Golf  Universe ")
from  Rene  Von  Richtofen.   Golf  Universe,  which  became  our  wholly  owned
subsidiary,  was  incorporated  in the state of Florida on October 23, 1996.  We
acquired  all of the  outstanding  stock in Golf  Universe in  exchange  for the
following consideration:

         o 400,000 shares of our common stock,
         o A promissory note for $100,000, which we paid prior to February 28,
         1999, and o Expenses of $16,750 associated with the transaction.

         We entered into this  transaction to acquire Golf Universe's  plans for
development of a golf related website. Prior to this transaction, neither we nor
our officers or directors had any affiliation with Golf Universe.

         On November 17, 1998, we entered into a stock  purchase  agreement with
Milton Besen who owned all of the issued and  outstanding  common stock of Mr. B
III, Inc. ("B III"). B III was incorporated in the state of Florida on September
3, 1996. In this transaction we exchanged 150,000 shares of our common stock and
paid  $250,000 to Mr.  Besen for all of the issued and  outstanding  shares of B
III. In completing the  transaction we also issued an additional  150,000 shares
of our common stock to Mr. Besen for expenses related to the acquisition.  B III
became our wholly owned subsidiary.  We entered into this transaction to acquire
B III's manufacturing facilities, which we ceased operating in November 1999. We
abandoned  the  facilities  and  equipment  shortly  thereafter  and  incurred a
$1,321,000  write-off in connection  therewith,  of which $1,269,000  related to
goodwill,   for  the  fiscal  year  ended  December  31,  2001.  Prior  to  this
transaction,  neither we nor our officers and directors had any affiliation with
B III. Mr. Besen  assisted us in  operating B III for  approximately  six months
after the completion of the transaction.

         On January 26, 1999, we entered into a common stock purchase  agreement
with Alex  Bruni,  the owner of 100% of the  issued  and  outstanding  shares of
PlayGolfNow.  PlayGolfNow was  incorporated on November 27, 1998 in the state of
New York. We acquired the shares of PlayGolfNow in exchange for:

         o 350,000 shares of our common stock issued to Mr. Bruni, and
         o An option  issued to Mr.  Bruni to  purchase  an  additional  200,000
shares  of our  common  stock  at a  purchase  price  of $0.50  per  share  that
terminated on January 25, 2001 without exercise.
<PAGE>

         PlayGolfNow  then  became our  wholly  owned  subsidiary  into which we
subsequently  merged Golf Universe.  We entered into this transaction to acquire
PlayGolfNow's golf membership discount program, consisting of a network, through
an agreement with Golf Digest, of independent golf courses,  driving ranges, and
pro shops offering discounted rates to PlayGolfNow's members. The Company ceased
offering this program in May 2000.

         Prior to this  transaction,  neither we nor our officers and  directors
had any affiliation with  PlayGolfNow.  Upon the consummation of our acquisition
of  PlayGolfNow,  Mr. Bruni became our chief  operating  officer,  a position he
currently holds.

         On February 15, 1999, we entered into a common stock purchase agreement
with Leigh Ann Colguhoun, the owner of 100% of the issued and outstanding shares
of Golfpromo,  Inc.  ("Golfpromo").  Golfpromo was  incorporated in the state of
Florida on February  10,  1999.  We acquired the shares of Golfpromo in exchange
for 350,000  shares of our common stock.  Golfpromo then became our wholly owned
subsidiary.  We entered into this  transaction  to acquire  Golfpromo's  mailing
database list of golfers. Prior to this transaction, neither we nor our officers
and directors had any  affiliation  with  Golfpromo.  Upon the completion of our
acquisition of Golfpromo we retained Eric Reinsten,  Ms. Colguhun's  husband, to
assist us in compiling our database of golfers.  Mr. Reinsten left our employ in
December 2000.

         On August 27, 1999, we incorporated I Fusion Corp. ("iFusion") as our
wholly owned subsidiary, to provide Internet and traditional marketing services.

Business of the Issuer.

         Until  approximately  December 2001,  when,  except as noted below,  we
suspended all of our  operations due to a lack of capital  created,  among other
things,  by a substantial  negative cash flow, we offered  information  over the
Internet through our four wholly owned subsidiaries:

         o PlayGolfNow
         o B III
         o Golf Promo
         o iFusion

We continued to rent out our data base until March 2002 for minimal income and
we have generated no income since then.

         Internet Operations:

 PlayGolfNow.com

         PlayGolfNow.com  had  been  operational  from  March  of  1999  through
December  2001,  when we  suspended  operations.  It delivered  information  and
details  on golf  courses  and golf  related  businesses  as well as other  golf
related data and  information.  The PlayGolfNow site offered an online pro shop,
where golf-related  products and services were sold through third party vendors.
The  website   offered   products  and  services   from  major  golf   equipment
manufacturers,  apparel  designers,  and other golf  related  manufacturers.  We
received commissions when site visitors purchased products,  reserved tee times,
and made travel plans online.


 iFusion.com


         iFusion.com was an Internet marketing company that provided the
following services:
<PAGE>

         o creative and concept development;
         o national marketing program implementation and management;
         o corporate and package development; and
         o sweepstaking, and couponing;


         iFusion generated revenues from monthly retainers, subcontract work,
and per project work. It ceased operation in December 2001.


         Targetmails.com  is a  website  that was  operated  by  iFusion,  which
utilized our database of golfers. Additionally, we have databases of individuals
associated  with  the  travel,  healthcare,  and  investment  industries.  These
databases  have  not  been  kept  current.  We  estimate  that we  will  require
approximately $20,000 to bring these data bases up to date.

         Golfpromo.net and Golfuniverse.com were used principally as links to
our other web sites.

 B III, Inc.


         We formerly designed and manufactured  consumer products through B III.
As noted  above,  we have ceased our  manufacturing  operations  and  incurred a
write-off relating to these operations during the fiscal year ended February 28,
2001.


Current Operations


         Over the last 18 months we have continuously reduced our operations and
within  the past three  months  have  suspended  all of our  revenue  generating
operations  because the income  generated by our business was not  sufficient to
sustain these operations. During our last fiscal year, we incurred a net loss of
$4,331,187  and negative  cash flow from  operations  of  $413,050.  In order to
resume and maintain  operations  for at least one year  thereafter,  we estimate
that,  exclusive of currently  outstanding debt, we will require financing of at
least  approximately  $100,000.  Although we cannot  assure you that this amount
will be adequate for this  purpose.  We are  investigating  the  possibility  of
acquiring or otherwise  affiliating  with a business that could benefit from the
use of our databases and  technology  but currently have not identified any such
business.  Any such  acquisition  or  affiliation  will also most likely require
significant  financing.  We currently have no commitments  for any financing and
may be  unable  to  raise  needed  cash  on  terms  acceptable  to us if at all.
Financings  may be on terms that are  dilutive  or  potentially  dilutive to our
stockholders.  Further,  our weak financial condition could restrict our ability
to  acquire  or  affiliate  with a  business  partner as well as prevent us from
establishing  a source of financing.  If we are unable to resume our  operations
and/or obtain a revenue  generating  business partner and the financing required
to support  these  activities  by September  2002, we will most likely cease all
operations and liquidate.


Employees

         We have two part-time  employees,  our two executive  officers.  We are
currently accruing their salaries.

Government Approval and Compliance With Governmental Regulation.

         If we should  resume our business we may be subject to various  federal
and state laws and regulations relating primarily to consumer protection and the
collection  of sales taxes.  We are  currently  delinquent  in the filing of our
federal and state tax returns.
<PAGE>

Agreements

         On February  16, 2000,  we entered into a series of related  agreements
with  Traffix,  Inc.  (formerly  known as  Quintel  Communications  x, Inc.  and
hereinafter  referred to as  "Traffix"),  including a loan  agreement  to borrow
$500,000  from  Traffix  in the  form  of a  convertible  promissory  note.  The
promissory note was collateralized by our databases.  The note bears interest at
a variable  rate not to exceed  14% and was due on demand any time after  August
16,  2000.  Traffix has the right to convert the note into our common  stock and
certain registration rights relating thereto. As of the date here of, it has not
exercised these rights. The current conversion rate is significantly higher than
the current market price of our stock.

         On the same date, we entered into a marketing  and licensing  agreement
with Traffix.  As consideration for providing marketing services for a period of
two  years,  we issued  options,  valued  at  approximately  $139,000  using the
Black-Scholes  Option  Pricing Model,  to purchase  200,000 shares of our common
stock.  The model enables us to estimate the fair value of stock options granted
because  it takes  into  account,  as of the grant  date of the  option;  i) the
exercise price;  ii) the expected life of the option;  iii) the current price of
the  underlying  common  stock;  iv) the  stock's  expected  volatility;  v) the
expected dividends; and vi) the risk free interest rate for the expected term of
the option. These options have expired without exercise.

         Under the licensing  agreement,  Traffix  acquired a license to use our
database for a payment of $5,000 per month.  Traffix has indicated to us that it
has no interest in using our  database  and,  accordingly,  we have  received no
licensing fees from Traffix and do not anticipate  that we will receive any fees
in the future.


         We are in  default  under the loan  agreement.  On August 8,  2000,  we
entered into a forbearance  agreement  and  amendment of our security  agreement
with Traffix.  Traffix  acknowledged  receipt of a $50,000  payment  against the
principal  balance of $500,000 due on the convertible note, funded personally by
Michael Mitchell, our President and CEO. The related note was amended to provide
for payment upon written  demand.  If there is a default  under the terms of the
forbearance  agreement or the note,  the interest rate will equal the prime rate
as defined in the note plus 4% not to exceed 14%).  Until payment of all amounts
due under  the note are made,  the first  amendment  to the  security  agreement
required  us to pay 50% of the  collections  received  for  accounts  receivable
outstanding as of August 10, 2000,  and 25% of collections  for all new accounts
receivable,  within  five days of receipt of the  receivables.  Payment is to be
credited  against  amounts  due  under  the  note,  first to  interest,  then to
principal.  Traffix was also to receive 50% of all other cash receipts including
additional  loans,  cash equivalents and marketable  securities  generated by us
from any source  until  payment in full of the amounts  due under the note.  The
security  agreement  filed  February  22, 2000 was amended to include all of our
accounts and all securities or guarantees  held by us in respect of the accounts
and all account  proceeds.  In addition,  Dr. Mitchell  executed and delivered a
guarantee on August 8, 2000 of up to $250,000 on the note (of which $237,500 has
been paid against this guaranty as of the date hereof).

         On August 8, 2000,  Traffix agreed to forbear from demanding payment of
the note or  commencing  any action  against us as long as it  received at least
$10,000.00  per month in payment  of  principal  and  interest  on the note,  or
collections of the accounts  receivable or from the guarantor,  and we generated
gross revenues of at least $75,000.00 per calendar month from the normal conduct
of  business.  On May 16,  2001,  the parties  entered  into an amendment to the
forbearance  agreement  whereby  the  Company  agreed to a payment  schedule  of
approximately  $10,000 per month to repay the promissory note and Traffix agreed
not to take any actions with respect thereto. Any payments made by us to fulfill
this  obligation  have been made by Dr.  Mitchell and are included in the amount
paid by him against his guarantee noted in the prior  paragraph.  As of the date
hereof the note  remains in default  and we owe an  aggregate  of  approximately
$262,500 excluding any accrued interest thereon.
<PAGE>


         On August 8, 2000,  American  Warrant  Partners,  LLC ("AWP")  invested
$300,000 in our Company.  We issued an 8%  convertible  subordinated  promissory
note to AWP with a maturity date for the  principal of August 8, 2002.  The note
is convertible into our common stock at $0.25 per share,  subject to adjustment,
that resulted in a beneficial conversion charge of approximately $201,000, which
was expensed immediately since the note was convertible at anytime.  Interest is
payable on a quarterly  basis  commencing  September 30, 2000. We also issued to
AWP a warrant expiring on August 8, 2005 to purchase up to 600,000 shares of our
common stock at the exercise price of $0.40 per share. The value of this warrant
at  grant  date,   utilizing  the   Black-Scholes   option-pricing   model,  was
approximately  $99,000.  The  assumptions  used in determining  the value was an
expected  volatility of 227%, an average interest rate of 6.06% per annum and an
expected  holding  period  of five  years.  The value of this  warrant  is being
amortized over five years or shorter if exercised.  In addition, we entered into
a registration rights agreement in which we promised to register the shares with
the Securities and Exchange Commission as soon as reasonably practicable, but in
no event later than September 15, 2000 and are subject to penalties  because the
Registration  Statement  was not declared  effective  by November 15, 2000.  The
penalties are that for each 30-day period that the Registration Statement is not
declared  effective,  the conversion  price of $0.25 of the convertible note and
the  warrant  exercise  price of $0.40  will  each be  reduced  by 2% until  the
exercise price reaches $0.05. In addition,  the interest rate on the convertible
note will  increase 2% for each 30-day  period,  not to exceed 15%. To date,  no
such  Registration  Statement  has  been  filed.  Certain  of our  officers  and
directors  agreed  to a  lock-up  provision  restricting  their  right  to sell,
transfer,  pledge or  hypothecate  or otherwise  encumber their shares until the
earlier of the one year anniversary of the agreement,  the effective date of the
Registration  Statement,  or  until  we  raise  $1,000,000  in  equity  or  debt
financing.  We also agreed that without prior written consent, until the earlier
of 85% of the  principal  balance and  interest is paid or  converted  to common
stock, or 180 days from the date of the warrant agreement,  we will not offer to
sell or sell any of our  common  stock at a price per share  (or  conversion  or
exercise  price per share) less than the average  closing price per share of our
common  stock as quoted by the OTC  Electronic  Bulletin  Board on the five days
immediately  prior to the close of the transaction.  We also agreed to recommend
and use our best  efforts to elect a designee and  representative  of AWP as a
member  of the Board of  Directors  until the later of one year from the date of
the  agreement  or until  such  time we  receive  $1,000,000  in  equity or debt
financing. AWP does not currently have a designee on our board of directors.

         On May 16, 2001,  the Company and AWP entered into an Amendment  Waiver
and Consent  with  respect to the  promissory  note,  warrant  and  registration
statement,  whereby the  conversion  price and exercise  price of the promissory
note and warrant, respectively,  were amended to the lower of $0.12 per share or
80% of the  closing  bid price per  share of the  Common  Stock as quoted on the
NASDAQ OTC Bulletin Board on the date immediately preceding the date of exercise
or conversion and we further agreed to file a  registration  statement  covering
such  underlying  common stock no later than 60 days after June 15, 2001, and to
the  issuance of  $200,000  in  convertible  debentures  (collectively  with the
$300,000 8% note  hereinafter  referred  to as the  "Notes").  In  consideration
therefor AWP agreed to waive any penalty  provisions  with respect to the filing
of the registration  statement and consent to the issuance of common stock below
the then  applicable  conversion or exercise  price of the  promissory  note and
warrant.

         On June 30,  2002,  we  entered  into an  Agreement  and  Release  (the
"Agreement")  with AWP and Private Capital Group,  LLC ("PCG"),  the holders the
Notes.  Pursuant  to the  Agreement,  AWP  and  PCG  converted  $200,000  of the
principal  of the  Notes at a price of $0.04 per  share  for an  aggregate  of 5
million  shares of our common  stock.  If the price of our common stock does not
reach  $0.50 per share and remain at that  level or higher  for 30 trading  days
thereafter, with an average trading volume of 150,000 shares per day during this
period, within 120 days after our merger with an operating company, then we
<PAGE>


shall be obligated to issue an addition 6 million  shares of our common stock to
AWP and PCG. If we do not merge with an operating  company  within 30 days after
the date of the  Agreement,  AWP and PCG have the  option to  receive  immediate
repayment of the  remaining  $300,000  balance on the Notes or the  additional 6
million  shares of our common  stock.  Also pursuant to the  Agreement,  AWP has
exercised the warrants it received in connection  with the issuance of the Notes
on a  cashless  basis into  512,900  shares of our common  stock.  In  addition,
pursuant to the Agreement,  800,000 shares of our common stock  belonging to Dr.
Mitchell  that had been  held in  escrow as  security  for the  Notes  have been
released to him.


 Debt in Default

         The AWP  loan of  $300,000  placed  us in  default  of the  forbearance
agreement  that we signed with Traffix  because we did not remit 50% of the loan
proceeds to Traffix as required  under the  agreement.  On August 30, 2000,  Dr.
Mitchell  agreed to fund two  payments  of $50,000  each  toward  principal  and
interest on the Traffix  loan,  which he  subsequently  did.  These  amounts are
included  in the  amounts  noted  above  that Dr.  Mitchell  has paid to Traffix
against his  guarantee.  We also agreed to increase  from 25% to 50% of receipts
from new  accounts  receivable  that are  payable to Traffix  under the  amended
security agreement.

 Intellectual Property.

         Through our  acquisition  of B III, we own the  patent,  serial  number
29/073.138,  for a product sold under the label  "Adorables,"  that is an animal
pillow  with  a  pouch.  We  have  not  sought  trademark  registration  of  the
"Adorables"  name with the U.S. Patent & Trademark  Office and are not marketing
this product.

         PlayGolfNow has registered the following domain names:

o skiuniverse.com
o Golfpromo.net
o universe-online.com
o iFusion.com
o ifusion.net
o PlayGolfNow.com
o junior-golf.com
o targetmails.com
o myplaygolfnow.com
o WallStreetGolf.com
o freeis4me.com
o lcsgolf.com
o golfuniverse-online.com

Risk Factors That May Affect Future Results

         We currently  have  significantly  limited  operations  and generate no
material  revenue.  When we were  operational we operated in a rapidly  changing
environment  that  involved  a number of risks,  some of which  are  beyond  our
control. The following  discussion  highlights the most material of the risks we
currently face and those we will be subject to if we resume our operations.


WE ARE IN DEFAULT OF A SENIOR SECURED LOAN,  WHICH MAY PREVENT US FROM RESUMING
OPERATIONS.
<PAGE>

         Our failure to remit 50% of the cash proceeds from the AWP  transaction
to  Traffix  resulted  in one of a number  of  defaults  under  the  forbearance
agreement  with  Traffix.  If Traffix  elects to pursue its  remedies  under the
forbearance  agreement  and we are  unable to reach a  resolution  with  Traffix
acceptable  to us,  we may be  unable to  resume  operations  because  Traffix's
actions may prevent us from obtaining needed  financing.  Even if we do reach an
amicable  resolution  with  Traffix,  which we have no  reason to  believe  such
resolution is possible, and resume operations, our efforts to satisfy continuing
obligations under the Traffix agreements will significantly adversely impact any
cash flow we may  generate  in the  future  because  we must  remit 50% from new
accounts receivable until Traffix is paid in full.


OUR FINANCIAL CONDITION IS EXTREMELY WEAK AND WE MAY BE UNABLE TO CONTINUE AS A
GOING CONCERN.


         Our operations have been dependent upon short-term  borrowing and other
funding  resources.  From March 1, 1999 through February 28, 2002, our president
made net advances of approximately  $889,553. Our independent auditors report on
our  consolidated  financial  statements  for the year ended  February  28, 2002
includes language  reflecting that substantial doubt exists as to our ability to
continue  as a going  concern.  Our  financial  statements  show an  accumulated
deficit of approximately $19,293,394.  We expect to continue to incur net losses
and negative  cash flow for the  foreseeable  future and,  unless we are able to
resume  operations  and/or  acquire or affiliate  with a business that generates
revenue and obtain financing  necessary to support these activities by September
2002, we will most likely be forced to cease all  operations.  In addition,  any
cash flow which we may generate will be  significantly  reduced  because we must
remit 50% of all accounts receivable we may collect to Traffix. Accordingly, any
purchaser of our securities should be prepared to lose his entire investment.


IF WE RESUME OUR BUSINESS, OUR SUCCESS WILL DEPEND, IN PART, UPON BROAD MARKET
ACCEPTANCE OF PERMISSION EMAIL MARKETING SERVICES.


         As of the date hereof the  marketing  of our  products and services has
not generated  significant revenue and has resulted in our incurring substantial
losses and negative cash flow. Accordingly, in the event that we resume business
operations  and use the Internet to market our  services,  we cannot  assure you
that our business will ever be commercially  viable. In any event, the growth of
the Internet remains fairly recent and advertising on the Internet even more so.
The Internet may not be accepted as a viable  long-term  commercial  marketplace
and medium of commerce for a number of reasons, including potentially inadequate
development  of necessary  Internet  infrastructure,  government  regulation  or
delayed development of enabling technologies and performance  improvements.  The
market for permission email marketing services is in its infancy, and we are not
certain  whether  our  target  customers  will  widely  adopt  and  deploy  this
technology.  Permission email is email in response to an inquiry from a proposed
customer who has requested information relating to products or services. Even if
our target  customers  do so, they may not choose our  services  for  technical,
cost, support or other reasons. Adoption of permission email marketing services,
particularly by those entities that have  historically  relied upon  traditional
means of direct marketing,  such as telemarketing and direct mail,  requires the
broad  acceptance  of a new  and  substantially  different  approach  to  direct
marketing.  We believe  that the  promotion of the concept of  permission  email
marketing  will require us to engage in an intensive  marketing and sales effort
to educate prospective customers regarding the uses and benefits of our products
and services.  Enterprises that have already invested  substantial  resources in
other advertising methods may be reluctant or slow to adopt our new approach.
<PAGE>

         Any  future  growth  we may have will  also  depend  on the  commercial
success of our Golf Promo l Network,  Targetmails and Ifusionc that comprise our
network.  If our  customers  do not adopt and  utilize  our  services  at a rate
significantly greater than they have in the past, our business will not succeed.
Furthermore,  the Internet  advertising and permission  email services market is
characterized by rapid technological change, frequent new product introductions,
changes in customer  requirements and evolving industry standards.  If we resume
our  operations  and  we  are  unable  to  develop  and  introduce  products  or
enhancements to our service  offering in a timely manner,  if at all, we may not
be able to successfully compete.


COMPETITION IN THE MARKET FOR INTERNET ADVERTISING AND DIRECT MARKETING IS
INTENSE AND, IF WE RESUME OPERATIONS, COULD ADVERSELY AFFECT OUR BUSINESS.


         If  we  resume  our  business,   many  of  our  current  and  potential
competitors,  such as 24/7 Media, Inc., Postmaster Direct, Inc., Exactis,  Inc.,
DoubleClick,  Inc. and YesMail,  Inc.,  have  greater name  recognition,  longer
operating histories,  larger customer bases and significantly greater financial,
technical,  marketing, public relations, sales, distribution and other resources
than we will. Some of our potential  competitors are large and  well-capitalized
companies.  In addition,  some of our competitors may include website owners who
own permission email lists. If we resume our operations,  we expect that we will
face competition from these and other  competitors,  including Internet portals,
traditional  list  brokers,   banner  advertising  managers,   independent  list
managers, incentive-based subscriber lists and customer management and retention
service companies.


IF WE RESUME  OPERATIONS,  OUR  FAILURE  TO  DEVELOP  AND  MAINTAIN  OUR  SALES,
MARKETING  AND SUPPORT  ORGANIZATION  AND  RELATIONSHIPS  WITH OUR PRIOR NETWORK
PARTNERS AND THIRD PARTY LIST MANAGERS WOULD LIMIT OUR BUSINESS.


         If we resume our  business  and we fail to  substantially  develop  our
direct and indirect  sales and marketing  operations  and our relations with our
prior network of independent products and services providers, our growth will be
limited.  The  products  and services we would offer will require a sales effort
targeted to our prospective customers. We may be unable to hire, train or retain
the kind and  number  of sales  and  marketing  personnel  we will need for this
effort  because  competition  for  qualified  sales and  marketing  personnel is
intense.  In addition,  if we resume  operations we plan to rely increasingly on
advertising  agencies and direct marketers to utilize the services we may offer.
If we do not effectively establish and manage our sales and marketing personnel,
our business could suffer.


         We must  renew and  maintain  relationships  with our prior  network of
independent  products  and services  providers,  such as Click Here to Find.Com,
Golf Illustrated,  Inc. and Telemundo, who provided us with access to permission
email lists when we were  operational.  We entered  into  agreements  with these
independent  providers  that were  generally for an initial term of one to three
years,  with an  automatic  annual  renewal.  Pursuant  to these  contracts,  we
provided  these  providers  with resale and tracking  services by selling direct
marketers  access to their lists, and they received a percentage of our revenue.
None of these  agreements  are currently in effect and we cannot assure you that
these  agreements,  if renewed,  will generate  revenues adequate to support our
operations.  In  addition  to  these  independent  providers,  we  had  reseller
arrangements  with third party list managers under which we paid a fixed fee for
the  nonexclusive use of their list for a specific  campaign.  These third party
list  managers  were not  contractually  obligated  to provide us with access to
their lists. A majority of the email addresses that we had access to through our
proprietary list, our network of independent products and services providers and
our list managers was comprised of addresses from list  managers.  If we fail to
renew, maintain and thereafter increase our relationships with these independent
providers and third party list managers, our ability to successfully reestablish
our business could fail.
<PAGE>

THE LOSS OF OUR CHIEF EXECUTIVE OFFICER WITHOUT AN ADEQUATE REPLACEMENT WOULD
REQUIRE US TO TERMINATE ALL OPERATIONS.

         Dr. Michael Mitchell, our president and chief executive officer, is one
of only two  remaining  employees.  If Dr.  Mitchell  leaves  the  Company or is
otherwise unable to act as our Chief Executive  Officer,  we will be required to
terminate all operations unless we are able to find an adequate replacement.


IF WE RESUME OUR BUSINESS, THERE ARE PRIVACY CONCERNS AND POTENTIAL RESTRICTIONS
WITH RESPECT TO OUR SERVICES THAT COULD NEGATIVELY AFFECT OUR BUSINESS.

         If we resume our business, our technology will collect and utilize data
derived from user  activity in the Golf Promo  Network.  Our network will enable
the use of  personal  profiles,  in  addition  to other  mechanisms,  to deliver
targeted marketing  materials,  to help compile  demographic  information and to
limit  the  frequency  with  which an  advertisement  is  shown  to a user.  The
effectiveness of our technology and the success of our business could be limited
by any reduction or limitation in the use of personal  profiles.  These personal
profiles contain bits of information keyed to a specific server, file pathway or
directory  location that is stored in the user's hard drive.  Personal profiles,
commonly referred to as cookies, are placed on the user's hard drive without the
user's knowledge or consent,  but can be removed by the user at any time through
the  modification  of his browser  settings.  In addition,  a user can configure
currently available  applications to prevent personal profiles from being stored
on his hard drive. Some privacy advocates and governmental bodies have suggested
limiting or eliminating the use of personal profiles.  In the event this were to
occur, our business, if resumed, would likely suffer.

IF WE RESUME OPERATIONS, GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES OF DOING
BUSINESS ON THE INTERNET COULD NEGATIVELY IMPACT OUR BUSINESS.


         The laws governing the Internet remain largely unsettled, even in areas
where there has been some  legislative  action.  It may take years to  determine
whether and how existing laws, including those governing  intellectual property,
privacy, libel and taxation, apply to the Internet and Internet advertising.  In
addition,  the growth and  development  of the market for Internet  commerce may
prompt calls for more stringent  consumer  protection  laws,  both in the United
States and abroad,  that may impose additional  burdens on companies  conducting
business over the  Internet.  Our  business,  if resumed,  could suffer with the
adoption or modification of laws or regulations relating to the Internet, or the
application of existing laws to the Internet.


IF WE RESUME  OPERATIONS,  WE MAY FACE CLAIMS FOR  ACTIVITIES  OF OUR  CUSTOMERS
WHICH COULD HARM OUR BUSINESS.

         If we resume our business,  our customers'  promotion of their products
and services may not comply with  federal,  state and local laws. A wide variety
of laws and regulations  govern the content of  advertisements  and regulate the
sale of products and services.  There is also  uncertainty as to the application
of these laws to the emerging business of advertising on the Internet. We cannot
predict whether our role in facilitating these marketing activities would expose
us to liability under these laws. Accordingly,  if we resume our operations,  we
may  face  civil  or  criminal  liability  for  unlawful  advertising  or  other
activities of our  customers.  If we are exposed to this kind of  liability,  we
could be required to pay substantial  fines or penalties,  redesign our business
methods, discontinue some of our services or otherwise expend resources to avoid
liability.  Any costs incurred as a result of this kind of liability or asserted
liability could harm our business.
<PAGE>


Item 2. DESCRIPTION OF PROPERTY


         We do not own any real  property.  On June 12, 2001,  we entered into a
lease for office space  located at 7109 Fairway  Drive,  Suite 100,  Palm Beach,
Florida  33417,  which we no longer  occupy.  We are  still  liable  for  rental
payments  on the  lease  which we  estimate  to be  approximately  $100,000.  We
currently  utilize  space in the  residence of Dr.  Mitchell,  at 3 Tennis Court
Road, Mahopac, New York 10541 for no rental.


Item 3. LEGAL PROCEEDINGS

         None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

 PART II

Item 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
MATTERS

Market Information.

         From mid-1998 through January 19, 2000, our common stock was traded on
the NASDAQ Over-The-Counter Bulletin Board and the National Quotation Bureau
"Pink Sheets" under the symbol "LCSG." The following chart sets forth the high
and low sales prices for each quarter since January 1, 2000.

2000 Quarter                                High                       Low
------------ ---- ---
January 1 - March 31                        $2.00                      $0.50
April 1 - June 30                           $1.30                      $0.33
July 1 - September 30                       $0.75                      $0.25
October 1 - December 31                     $0.81                      $0.15

2001 Quarter
January 1 - March 31                        $0.56                      $0.14
April 1 - June 30                           $0.35                      $0.08
July 1 - September 30                       $0.16                      $0.05
October 1 - December 31                     $0.10                      $0.05

2002 Quarter
January 1 - March 31                        $0.37                      $0.03
April 1 - June 30                           $0.51                      $0.04

         On  January  19,  2000,  we were  de-listed  from the Over the  Counter
Bulletin Board for failure to comply with the new listing standards set forth by
the NASD before our phase-in  date.  During this time, our stock was been quoted
in the  National  Quotation  Bureau pink  sheets.  On February  16, 2001 we were
relisted on the NASDAQ OTC Bulletin Board.

         No prediction  can be made as to the effect,  if any, that future sales
of shares of common  stock or the  availability  of common stock for future sale
will have on the market price of the common stock prevailing from  time-to-time.
Sales of  substantial  amounts  of  common  stock  on the  public  market  could
adversely affect the prevailing market price of the common stock.
<PAGE>

Holders

         As of July 15, 2002, there were 457 registered holders of our common
stock held in street name.

Dividends

         We have not paid a cash  dividend on the common stock since the arrival
of our current management, and we do not plan at this time to declare dividends.
Management  anticipates  that any  funds  available  will be  reinvested  in our
business. The payment of dividends may be made at the discretion of our Board of
Directors and will depend upon,  among other  things,  our  operations,  capital
requirements, and overall financial condition.

Recent Sales of Unregistered Securities

         We issued the  following  securities  in reliance  up on the  exemption
provided in Section 4(2) of the Securities  Act. We believed that this exemption
was available in each of the following  transactions,  as they did not involve a
public offering. No commissions were paid in these transactions.

         On March 4, 2002, we issued 500,000 restricted shares of our common
stock to Mr. Bruni for management services rendered by him to us.


         On March 21, 2002, we issued 150,000 restricted shares of our common
stock for management services rendered to us.


         On May 28,  2002,  we issued  200,000  shares of our common  stock to a
lender in connection with a $75,000 loan made to us.


         On June 30, 2002, pursuant to the Agreement with AWP and PCG, we issued
an aggregate of 5,512,951 shares of our common stock to AWP and PCG upon
conversion of a portion of their notes and exercise of certain warrants.





<PAGE>


Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
 OF OPERATIONS

         Except  for  historical  information,  the  discussion  in this  report
contains forward-looking statements that involve risks and uncertainties.  These
forward-looking statements include, among others, those statements including the
words  "expects,"   "anticipates,"   "intends,"  "believes"  and  other  similar
language.  Our actual  results  could  differ  materially  from those  discussed
herein. You should not place undue reliance on these forward-looking statements,
which  apply only as of the date of this  report.  Factors  that could  cause or
contribute to such differences  include, but are no limited, the risks discussed
in "Risk Factors" above.

OVERVIEW


         We are a holding  company that until  December  31, 2001  operated as a
provider  of  outsourcing  of  permission  e-mail  marketing   technologies  and
services.  We  provided  permission  email  direct  marketing  services  through
Golfpromo.net  and  Targetmails.com.,  Internet  and direct  marketing  services
through iFusion.com and PlayGolfNow.com,  Golf ecommerce news and information
through a vertical golf portal and discounts on golf services.



         We have  terminated  almost all of our  operations and released all but
two of our employees,  our two executive officers,  neither of whom is drawing a
salary.  We  currently  operate our email  marketing  business  at very  limited
levels,  which  generates  no  material  revenues.   We  are  investigating  the
possibility  of acquiring or otherwise  affiliating  with a business  that could
benefit from the use of our databases  and  technology  but  currently  have not
identified any such business. Any such acquisition or affiliation will also most
likely require significant  financing.  We currently have no commitments for any
financing and may be unable to raise needed cash on terms acceptable to us if at
all.  If we are  unable  to  resume  our  operations  and/or  obtain  a  revenue
generating  business  partner  and  the  financing  required  to  support  these
activities by September 2002, we will most likely cease all operations.


RESULTS OF OPERATIONS

TWELVE MONTHS ENDED FEBRUARY 28, 2002 AND FEBRUARY 28, 2001

Revenues

         Our revenues for the 12 months ended February 28, 2002 were $242,806 on
a  consolidated  basis as  compared to  $698,536  for the prior 12 months  ended
February  28,  2001.  This  decrease  resulted  primarily  from our  substantial
reduction in operations.

Cost of Revenue

         Cost of revenues was $69,946 for the 12 months ended  February 28, 2002
as compared to $217,907  for the prior 12 months ended  February 28, 2001.  This
decrease resulted primarily from our substantial reduction in operations.

Selling, General and Administrative


         Selling,  general and  administrative  expenses were $3,747,834 for the
year ended  February 28, 2002 compared to $3,469,923 for the year ended February
28, 2001.
<PAGE>


 Goodwill Expense


         Due to changes in our business  focus during the fourth  quarter  ended
February 28, 2001, we decided to write-off all of the goodwill associated with a
contract with Joe Namath valued at approximately $1,269,000.


Interest Expense

         Interest  expense  consists of interest on debt  obligations.  Interest
expense was $681,213 for the twelve months ending February 28, 2002 compared to
$496,556 for the year ending February 28, 2001.

Income Taxes

         No provision  for federal or state income taxes was recorded as we have
incurred net operating losses since inception through February 28, 2002. The tax
benefit  of the net  operating  losses  has  been  reduced  by a 100%  valuation
allowance.

Liquidity and Capital Resources


         Over the last 18 months we have continuously reduced our operations and
within  the past three  months  have  suspended  all of our  revenue  generating
operations  because the income  generated by our business was not  sufficient to
sustain  these  operations.  During our last fiscal year,  we incurred a loss of
$4,331,187  and negative  cash flow from  operations  of  $413,050.  In order to
resume and maintain  operations  for at least one year  thereafter,  we estimate
that,  exclusive  of  currenlty  outstanding  debt,  we will  require  financing
approximating $100,000,  although we cannot assure that we will not require more
financing for this purpose. We are investigating the possibility of acquiring or
otherwise  affiliating  with a business  that could  benefit from the use of our
databases and  technology  but currently  have not identified any such business.
Any such  acquisition or affiliation  will also most likely require  significant
financing.  We currently have no commitments for any financing and may be unable
to raise needed cash on terms  acceptable to us if at all.  Financings may be on
terms that are dilutive or potentially  dilutive to our  stockholders.  Further,
our weak financial  condition could restrict our ability to acquire or affiliate
with a business  partner as well as  prevent  us from  establishing  a source of
financing.  If we are unable to resume our  operations  and/or  obtain a revenue
generating  business  partner  and  the  financing  required  to  support  these
activities by September 2002, we will most likely cease all operations.


         On May 28, 2002, we entered into a loan agreement with an  unaffiliated
party  pursuant to which we borrowed  75,000.  The loan bears no interest and is
repayble by July 23, 2002. We issued  200,000  shares of our common stock to the
lender.  If the loan is not repaid by the due date,  we are  obligated  to issue
10,000  shares  of our  common  stock to the  lender  for each day that the loan
remains unpaid.

         We continue to have a significant working capital deficiency and to
generate substantial operating losses.


Item 7. FINANCIAL STATEMENTS

         Reference is made to the Financial Statements referred to in the
accompanying Index, setting forth the consolidated financial statements of LCS
Golf, Inc. and subsidiaries.

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

         None.
<PAGE>

 PART III

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


 Directors and Executive Officers

         Set  forth  below  are our  directors  and  executive  officers,  their
respective names and ages, positions with us, principal occupations and business
experiences  during  at  least  the  past  five  years  and  the  dates  of  the
commencement of each individual's term as a director and/or officer.

Name                           Age          Position

Dr. Michael Mitchell           48           President, CEO and Chairman of
                                            the Board of Directors

Alex Bruni                     43           Chief Operating Officer

         Dr. Michael  Mitchell has been our President,  Chief Executive  Officer
and  Chairman  of the Board of  Directors  since  1994.  He obtained a degree in
biology  from  Jacksonville  University  in 1976.  In 1980 he obtained  his M.D.
degree from the  University  of Dominica.  From 1985 through the end of 1999, he
was a physician  at  Greenwich  Village  Pediatrics.  He is board  certified  in
pediatrics  and has  memberships  in the Academy of Pediatrics  and the New York
County  Medical  Society.  He has left the practice of  pediatrics to devote his
full attention to LCS Golf.


         Alex Bruni has served as our Chief  Operating  Officer  since 1999.  He
obtained a BBA in Accounting and a MS in Taxation from Hofstra University.  From
1988  through  1998 Mr.  Bruni  worked at  American  Express as the  Director of
International  Taxes,  managing  a staff  of five  tax  accountants  while  also
managing and planning American Express international operations. From March 1998
through  February 1999 Mr. Bruni was the President of PlayGolfNow,  Inc.,  which
was acquired by the Company in 1999.


Family Relationships.

         There are no family relationships among our directors or executive
officers.

ITEM 10. EXECUTIVE COMPENSATION.

         We paid no cash  compensation  to our  executive  officers  during  the
fiscal year ended February 28, 2002 but we issued 1,800,000 shares of our common
stock to Dr. Mitchell and 500,000 shares of our common stock to Mr. Bruni valued
at 60,000  for  services  rendered  by them to us. On March 4, 2002 we issued an
additional  500,000 shares of our common stock to Mr. Bruni valued at 20,000 for
services rendered by him to us.

         Employment Agreements.

         On June 1,  1998,  we entered  into an  employment  agreement  with Dr.
Mitchell for his services as our  President  and Chief  Executive  Officer.  The
agreement  is for a term of five years.  There may be  termination  for cause 90
days  after a  written  demand  by our  board of  directors  has been  provided.
Termination without cause requires at least three months notice to Dr. Mitchell.
Dr. Mitchell's duties include all those customary for such positions, as well as
any duties  reasonably  imposed or removed from such customary  duties under our
discretion. Dr. Mitchell is to perform such services at least 20 hours per week.
As  consideration  for these  services,  we have  agreed to pay Dr.  Mitchell an
annual salary of $260,000, payable in weekly installments of $5,000. This salary
is to be  increased  each  year by at least 4%  percent  during  the term of the
agreement. Since we were unable to pay Dr. Mitchell pursuant to the terms of his
agreement with us, we issued 2,000,000  restricted shares of our common stock to
Dr.  Mitchell in January  1999.  Such shares had a market value of $1,925,000 at
the time of issuance,  based on the trading price of free-trading  shares of the
same class. Dr.  Mitchell's shares were unable and unavailable to be sold at the
then prevailing market price per share.
<PAGE>

Given that the shares were restricted and illiquid,  management decided that the
shares were  equivalent in value to the amounts owed to Dr.  Mitchell  under the
terms of his employment  agreement  through  December 31, 1998. Dr. Mitchell did
not receive cash compensation  pursuant to the terms of his employment agreement
during the fiscal  years ended  February  28, 2001 and February 28, 2002 because
the  Company  operated at a loss and did not have  sufficient  cash flow to make
these payments.  Such compensation has been accrued at the rate of approximately
$260,000 per year in our financial statements.

         In accordance with the agreement in which we purchased all of the
outstanding shares of Play Golf, we agreed to employ Alex Bruni for a period of
two years from May 26, 1999 as Chief Operating Officer at an annual salary of
$104,000 payable in bi-weekly installments. Mr. Bruni has continued to act as
our Chief Operating Officer. A substantial amount of Mr. Bruni's compensation
has been deferred and is accruing at the rate of approximately $10,000 per
month.

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

         The following table sets forth certain information with respect to the
beneficial ownership of our common stock by (a) each person known to us to be
the beneficial owner of more than five percent of our common stock, and (b)
directors and executive officers both individually and as a group, as of July
15, 2002. Unless otherwise indicated, we believe that the beneficial owner had
sole voting and investment power over such shares.

Name and Address                   Number of Shares
(where appropriate)                Beneficially Owned       Percentage of Class
------------------                 ------------------       -------------------
Dr. Michael Mitchell                 5,718,309 (1)               13.26%
President, CEO and
Chairman
3 Tennis Court Road
Mahopac, NY 10541

Alex Bruni                           1,300,000                    3.02%
Chief Operating Officer

All Executive Officers and           7,018,309                   16.28%
Directors as a group (2 people)

----------------------
* Less than 1%

         (1) This amount  includes  200,000 shares issued to Lynn Mitchell,  Dr.
Mitchell's wife, for services rendered to us.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         During our fiscal year ended  February  28, 2002,  we issued  1,800,000
shares of our common  stock to Dr.  Mitchell  and  500,000  shares of our common
stock to Mr.  Bruni  valued at 60,000 for  services  rendered  by them to us. On
March 4, 2002 we issued an additional  500,000 shares of our common stock to Mr.
Bruni valued at 20,000 for services rendered by him to us.

         As of the end of our February 28, 2002 fiscal year Dr. Mitchell had
loaned an aggregate of $889,553 to us of which $260,024 had been advanced during
our February 28, 2002 fiscal year. During our fiscal year ended February 28,
2002, Mr. Bruni loaned us $26,500. These loans are not reflected in any written
agreement but we are accruing interest on them at annual rates ranging between
8% and 10%.
<PAGE>

         Other than those  described  above,  we have no  material  transactions
which  involved  or are  planned to involve a direct or  indirect  interest of a
director,  nominee,  executive  officer,  5%  shareholder  or any family of such
parties.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits

2.1 Linkun Holding Company (as filed in the Form 10-SB filing on 12/9/99).

2.2 LCS Golf, Inc. Merger (as filed in the Form 10-SB filing on 12/9/99).

2.3 Golf Universe, Inc. (as filed in the Form 10-SB filing on 12/9/99).

2.4 Mr. B III, Inc. (as filed in the Form 10-SB filing on 12/9/99).

2.5 GolfPromo, Inc. (as filed in the Form 10-SB filing on 12/9/99).

2.6 PlayGolfNow, Inc. (as filed in the Form 10-SB filing on 12/9/99).

3.1 Articles of Incorporation (as filed in the Form 10-SB filing on
 12/9/99).

3.2 By-laws (as filed in the Form 10-SB filing on 12/9/99).

10.1 Namath Agreement (as filed in the Form 10-SB/A filing on 4/12/00).

10.2A Traffix Loan Agreement (as filed in the Form 10-SB/A filing on 4/12/00).

10.2B Traffix Convertible Promissory Note (as filed in the Form 10-SB/A filing
 on 4/12/00).

10.2C Traffix Security Agreement (as filed in the Form 10-SB/A filing on
 4/12/00).

10.2D Traffix License Agreement (as filed in the Form 10-SB/A filing on
 4/12/00).

10.2E Traffix Marketing Agreement (as filed in the Form 10-SB/A filing on
 4/12/00).

10.2F Traffix Registration Rights Agreement (as filed in the Form 10-SB/A filing
 on 4/12/00).

10.2G Traffix Forbearance Agreement, dated as of August 8, 2000.

10.2H Traffix Amendment #1 to the Security Agreement, dated as of August 8,
 2000.

10.2I Guaranty signed as of August 7, 2000 by Michael Mitchell for the timely
 repayment of the obligations of LCS Golf under the promissory note dated as of
 February 16, 2000 between Traffix and LCS Golf.
<PAGE>

10.3A Agreement dated as of August 10, 2000 between American Warrant Partners
 LLC and LCS Golf (as filed in Amendment No. 1 to Form 10-SB on 9/8/00.

10.3B Registration Rights Agreement between American Warrant Partners LLC and
 LCS Golf (as filed in Post-effective Amendment No. 1 to Form 10-SB on
 9/8/00).

10.3C American Warrant Partners LLC warrant for up to 600,000 shares of common
 stock expiring August 8, 2005 (as filed in Post-effective Amendment No. 1 to
 Form 10-SB on 9/8/00).

10.3D American Warrant Partners LLC 8% Subordinated Convertible Promissory
 note (as filed in Post-effective Amendment No. 1 to Form 10-SB on
 9/8/00).

10.3E Subscription Agreement for the purchase of Convertible Debentures.

10.3F Form of Convertible Debenture.

10.3G Guarantee Agreement dated as of May 24, 2001 between Michael Mitchell and
 Private Equity Group LLC.

10.3H Stock Pledge Agreement dated as of May 24, 2001 between Michael
 Mitchell and Private Equity Group, LLC.

21 Subsidiaries of the Registrant (as filed in the Form 10-SB/A filing on
 4/12/00).

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


 SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated: July 17, 2002 LCS Golf, Inc.

 By: /s/ Dr. Michael Mitchell
 ------------------------
 Dr. Michael Mitchell
 President, Chief Executive
 Officer and Chairman

         Pursuant to the requirements of the Securities Exchange Act of 1934,
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

/s/ Dr. Michael Mitchell   President, Chief Executive Officer and
------------------------   Chairman (Principal Executive Officer)
Dr. Michael Mitchell

July 17, 2002


/s/ Alex Bruni
-------------------------  Chief Operating Officer,
Alex Bruni                 Principal Financial and
                           Accounting Officer

July 17, 2002
<PAGE>



                         LCS GOLF, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           FEBRUARY 28, 2002 and 2001


<PAGE>


LCS GOLF, INC. AND SUBSIDIARIES

Contents

<TABLE>
<CAPTION>
                                                                                                                       Page

Consolidated Financial Statements

<S>                                                                                                                      <C>
   Independent auditors' report                                                                                         F-1

   Balance sheet as of February 28, 2002                                                                                F-2

   Statements of operations for the years ended February 28, 2002 and 2001                                              F-3

   Statements of changes in capital deficit for the years ended February 28, 2002 and 2001                              F-4

   Statements of cash flows for the years ended February 28, 2002 and 2001                                              F-5

   Notes to financial statements                                                                                        F-6
</TABLE>


<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
LCS Golf, Inc.

We have audited the  accompanying  consolidated  balance sheet of LCS Golf, Inc.
and subsidiaries as of February 28, 2002 and the related consolidated statements
of  operations,  changes in capital  deficit  and cash flows for the years ended
February 28, 2002 and 2001. These financial statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made 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 enumerated above present fairly, in all
material  respects,  the consolidated  financial  position of LCS Golf, Inc. and
subsidiaries  as of February 28,  2002,  and the  consolidated  results of their
operations  and their  consolidated  cash flows for the years ended February 28,
2002 and 2001 in conformity with accounting principles generally accepted in the
United States of America.

As disclosed  in Note A [3], 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,  as of February 28, 2002, has a capital
deficit,  a significant  working capital  deficiency,  has incurred  significant
recurring  losses from operations and has had to rely on loans from its majority
stockholder  and  others.  These  factors  raise  substantial  doubt  about  the
Company's ability to continue as a going concern.  Management's  plans regarding
this matter are also  described in Note A [3]. The  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty


Eisner LLP [formerly Richard A. Eisner & Company, LLP]


New York, New York
June 7, 2002
(except for Note M for which the date is June 28, 2002)


<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES


Consolidated Balance Sheet
February 28, 2002
<TABLE>
<CAPTION>

ASSETS
Current assets:
<S>                                                                                                                        <C>
   Accounts receivable, net of allowance for doubtful accounts of $144,406                                     $           496

Fixed assets, net                                                                                                       41,744
Deferred financing costs, net                                                                                           26,110
Security deposits and other assets                                                                                       9,293
                                                                                                               ---------------

                                                                                                               $        77,643
                                                                                                               ===============
LIABILITIES
Current liabilities:
   Cash overdraft                                                                                              $        15,122
   Accounts payable                                                                                                    673,816
   Accrued Expenses                                                                                                  2,368,475
   Liabilities to be paid with Common Stock                                                                            304,000
   Debt in default                                                                                                     272,500
   Debt not in compliance with terms                                                                                   476,745
   Note payable                                                                                                         25,000
   Loans from stockholder/president                                                                                    889,553
   Other current liabilities                                                                                            51,925
                                                                                                               ---------------

      Total current liabilities                                                                                      5,077,136
                                                                                                               ---------------

Commitments (Notes E, F and J)

CAPITAL DEFICIT
Common stock - $.001 par value, 50,000,000 shares authorized; 27,407,225 shares
   issued and outstanding; 9,750,000 shares issuable                                                                    27,407
Additional paid-in capital                                                                                          14,266,494
Accumulated deficit                                                                                                (19,293,394)
                                                                                                               ---------------

      Total capital deficit                                                                                         (4,999,493)
                                                                                                               ---------------


                                                                                                               $        77,643
                                                                                                               ===============
See independent auditors' report and notes to financial statements
</TABLE>



                                      F-2
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES


Consolidated Statements of Operations
<TABLE>
<CAPTION>

                                                                                                    Year Ended February 28,
                                                                                                     2002             2001
                                                                                                     ----             ----
<S>                                                                                            <C>               <C>
Revenues                                                                                       $       242,806   $       698,536
Cost of revenues                                                                                        69,946           217,907
                                                                                               ---------------   ---------------

                                                                                                       172,860           480,629
                                                                                               ---------------   ---------------

Operating expenses:
   Selling, general and administrative expenses (includes $1,708,074
      of expenses paid with common stock in 2002)                                                    3,757,834         2,200,662
   Write-off of intangible assets                                                                                      1,269,261
                                                                                               ---------------   ---------------

      Total operating expenses                                                                       3,757,834         3,469,923
                                                                                               ---------------   ---------------

Loss from operations before other income (expense)                                                  (3,584,974)       (2,989,294)

Other income (expense):
   Other income                                                                                                               86
   Interest expense                                                                                   (746,213)         (496,556)
                                                                                               ---------------   ---------------

Net loss                                                                                       $    (4,331,187)  $    (3,485,764)
                                                                                               ===============   ===============

Net loss per share - basic and diluted                                                         $         (0.17)  $        (0.17)
                                                                                                        ======            ======

Weighted average number of shares outstanding                                                       25,226,746        20,270,687
                                                                                                    ==========        ==========
</TABLE>

See independent auditors' report and notes to financial statements

                                      F-3
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Capital Deficit
<TABLE>
<CAPTION>
                                                                                                Additional
                                                                       Common Shares              Paid-in         Accumulated
                                                                    Shares         Amount         Capital           Deficit
                                                                    ------         ------         -------           -------
<S>                                                                       <C>           <C>          <C>              <C>
Balance - February 29, 2000                                        20,132,225    $   20,132   $    11,973,570  $    (11,476,443)
Issuance of common stock for services                                 150,000           150           149,850
Options issued in connection with loan agreement                                                      300,000
Net loss for the year ended
   February 28, 2001                                                                                                 (3,485,764)
                                                                -------------    ----------   ---------------  ----------------

Balance - February 28, 2001                                        20,282,225        20,282        12,423,420       (14,962,207)
Issuance of common stock for services                               7,125,000         7,125         1,404,074
Beneficial conversion feature associated with
   the issuance of convertible debt                                                                   439,000
Net loss for the year ended
   February 28, 2002                                                                                                 (4,331,187)
                                                                -------------    ----------   ---------------  ----------------

Balance - February 28, 2002                                        27,407,225    $   27,407   $    14,266,494  $    (19,293,394)
                                                                  ===========    ==========   ===============  ================

</TABLE>

See independent auditors' report and notes to financial statements
                                      F-4
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                                    Year Ended February 28,
                                                                                                     2002             2001
                                                                                                     ====             ====
Cash flows from operating activities:
<S>                                                                                            <C>               <C>
   Net loss                                                                                    $    (4,331,187)  $    (3,485,764)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                                     44,099           504,609
      Write-off of fixed assets                                                                                           29,000
      Issuance of common stock for services                                                          1,404,074
      Financing charge - noncash                                                                       439,000
      Amortization of deferred financing costs                                                          44,833            18,723
      Expenses to be paid with common stock                                                            304,000
      Write-off of intangible assets                                                                                   1,269,261
      Provisions for doubtful accounts                                                                  39,106            40,550
      Changes in:
        Accounts receivable                                                                             33,363            23,500
        Due from factor                                                                                                   11,144
        Prepaid and other current assets                                                                16,453           154,987
        Deferred financing costs                                                                       (17,000)          (67,000)
        Security deposits                                                                                8,707
        Accounts payable and accrued expenses                                                        1,553,577           870,753
        Other current liabilities                                                                       47,925           (64,444)
                                                                                               ---------------   ---------------

           Net cash used in operating activities                                                      (413,050)         (694,681)
                                                                                               ---------------   ---------------

Cash flows from investing activities:
   Purchase of fixed assets                                                                            (13,610)           (8,137)
                                                                                               ---------------   ---------------

Cash flows from financing activities:
   Cash overdraft                                                                                       15,122
   Proceeds from convertible debt                                                                      200,000           300,000
   Repayment of debt in default                                                                        (50,000)         (177,500)
   Proceeds from major stockholder/president loans                                                     352,362           365,474
   Repayment of major stockholder/president loans                                                      (92,338)           (5,908)
                                                                                               ---------------   ---------------

           Net cash provided by financing activities                                                   425,146           482,066
                                                                                               ---------------   ---------------

Net decrease in cash                                                                                    (1,514)         (220,752)
Cash - beginning                                                                                         1,514            22,266
                                                                                               ---------------   ---------------

Cash - ending                                                                                  $             0   $         1,514
                                                                                               ===============   ===============

Supplementary disclosures of cash paid during the year for:
  Interest                                                                                                   0             7,037
  Income taxes                                                                                               0                 0
Other non cash activity during the year for:
  Expenses paid with common stock                                                                            0           150,000
</TABLE>

See independent auditors' report and notes to financial statements
                                      F-5
<PAGE>



LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001



NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1]      The Company:

         On October 28, 1997, LCS Golf,  Inc. (the  "Company"),  an inactive New
         York  corporation,  was merged in a reverse merger  transaction into an
         inactive  Delaware  corporation  with the same name ("LCS Delaware") in
         exchange for 980,904 shares of LCS Delaware's common stock. The Company
         paid $50,000 as a finder's fee in connection  with the merger which was
         charged to  expense.  In  addition,  3,916,360  shares  with a value of
         $25,000 were issued to certain existing shareholders of the Company for
         services  rendered  in  connection  with  the  merger.   For  financial
         accounting purposes, the merger on October 28, 1997 has been treated as
         the  acquisition  of LCS  Delaware  by the  Company  in the  form  of a
         recapitalization.  Therefore,  no value has been ascribed to the common
         stock held by the LCS Delaware shareholders.

         The Company was formed under the laws of the State of New York on March
         8, 1994. On October 26, 1994, the Company commenced business operations
         with the purchase of substantially all of the assets and the assumption
         of  specific  liabilities  of  Bert  Dargie  Golf,  Inc.,  a  Tennessee
         corporation  engaged  in the  business  of  designing,  assembling  and
         marketing golf clubs and related accessories.

         In  August  1996,  the  Company  conveyed,  assigned,  transferred  and
         delivered  substantially  all of its business assets to Dargie Golf Co.
         (the "Purchaser") in exchange for the: i) cancellation of the remaining
         debt owed to the Purchaser  arising from the October 26, 1994 purchase,
         ii) sale by Herbert A. Dargie III of his 5 percent  ownership  interest
         in the  Company to the  Company  and,  iii) the  assumption  of certain
         liabilities of the Company by the Purchaser.

         The Company was engaged in the  acquisition  and operation of companies
         which  provide  products and  services to the golf  playing  public and
         marketing the database  information  obtained from its websites.  These
         products  and  services  included   discounted  green  fees  and  other
         services,  and  a  golf  website   (http://www.golfuniverse.com)  which
         provides  various  golf-related  hyperlinks  to other golf websites and
         golf course  previews.  As of February 28,  2002,  the Company has very
         limited operations.

         The Company formerly designed and manufactured  consumer products,  but
         ceased its manufacturing operations in November of 1999. These products
         consisted  of specialty  pillows  which LCS Golf planned to sell on its
         websites.  LCS Golf had  outsourced  its  manufacturing  operations  to
         produce the  Company's  line of products  utilizing  its  machinery and
         equipment.  During the years  ended  February  28,  2002 and 2001,  the
         manufacturing  segment was idle due to the  Company's  decision  not to
         allocate funds to this segment and to concentrate  all of its resources
         in its database and Internet marketing business. If the Company is able
         to raise  additional  capital,  it intends to resume its  manufacturing
         operations.

[2]      Principles of consolidation:

         The consolidated financial statements include the accounts of LCS Golf,
         Inc. and its subsidiaries:  Play Golf Now, Inc.; Golfpromo,  Inc.; Golf
         Universe,  Inc.; Ifusion Corp. and Mr. B III, Inc.  (inactive),  all of
         which  are  wholly  owned.  All  material   intercompany  accounts  and
         transactions have been eliminated in consolidation.

[3]      Basis of presentation:

         The  accompanying  financial  statements  have been prepared on a going
         concern  basis which  contemplates  the  realization  of assets and the
         satisfaction  of  liabilities  in the normal  course of  business.



                                      F-6
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001

NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
(CONTINUED)

[3]      Basis of presentation:  (continued)

         Through  February 28,  2002,  the Company has not been able to generate
         significant  revenues  from its  operations  to  cover  its  costs  and
         operating  expenses and has incurred  significant  recurring losses. In
         addition,  the Company has a significant working capital deficiency and
         a capital  deficit.  Although  the  Company  has been able to issue its
         common stock for a  significant  portion of its expenses and has had to
         rely on loans from its major  stockholder/president  and others,  it is
         not known whether the Company will be able to continue  this  practice.
         It is also not known if the Company will be able to meet its  operating
         expense requirements.

         These circumstances raise substantial doubt about the Company's ability
         to  continue  as a going  concern.  If the Company is not able to raise
         sufficient  additional  capital or debt financing,  the Company will be
         forced to cease operations.  In addition,  the Company is investigating
         potential  merger  candidates  that  have or may be  able  to  generate
         additional capital or obtain debt financing. No assurances can be given
         to the success of these plans. The financial  statements do not include
         any   adjustments   that  might   result  from  the  outcome  of  these
         uncertainties.

         To meet its operating  expense needs,  subsequent to February 28, 2002,
         the Company has obtained  approximately  $100,000 (see Note M) from its
         major  stockholder/president and other third parties.

         Certain accounts have been reclassified for comparative purposes.

[4]      Depreciation of equipment:

         Depreciation is provided  utilizing the  straight-line  method over the
         estimated useful lives of the related assets.  For income tax purposes,
         accelerated depreciation methods are utilized for certain assets.

[5]      Deferred income taxes:

         Deferred  income  taxes are  reported  using  the  asset and  liability
         method.  Deferred tax assets are recognized  for  deductible  temporary
         differences  and deferred tax  liabilities  are  recognized for taxable
         temporary  differences.   Temporary  differences  are  the  differences
         between the reported  amounts of assets and  liabilities  and their tax
         bases.  Deferred tax assets are reduced by a valuation  allowance when,
         in the  opinion of  management,  it is more  likely  than not that some
         portion  or  all of the  deferred  tax  assets  will  not be  realized.
         Deferred  tax assets and  liabilities  are  adjusted for the effects of
         changes in tax laws and rates on the date of enactment.




                                      F-7
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001


NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
(CONTINUED)

[6]      Advertising costs:

         The Company expenses its advertising costs when incurred.

         Advertising costs were approximately $1,000 for the year ended February
         28, 2002 and $160,000 for the year ended February 28, 2001.

[7]      Loss per share:

         Loss  per  share  has been  computed  by  dividing  the net loss by the
         weighted  average  number  of common  shares  outstanding  during  each
         period.  The effect of outstanding  potential common shares,  including
         stock options, warrants and convertible debt is not included in the per
         share calculations as it would be anti-dilutive.

[8]      Use of estimates:

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets,  which are  subject  to  impairment  considerations,
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and reported  amounts of revenues and
         expenses during the reporting period.  Actual results could differ from
         those estimates.

[9]     Revenue recognition:

         (a)      Advertising revenue:

                  Advertising revenue is derived from third-party advertising on
                  the   Company's   websites.   This  is   comprised  of  banner
                  advertising and newsletter  marketing.  Advertising revenue is
                  recognized in the period that the  advertisement is displayed.
                  Revenue  related  to  barter  transactions  is not  recognized
                  unless the fair value of the advertising is determinable based
                  upon the  Company's  sales of  similar  advertising  space for
                  which it was paid in cash.

         (b)      Merchandise revenue:

                  Merchandise  revenue is derived  principally  from the sale of
                  specialty pillows, and is recognized once the product has been
                  shipped and payment is assured.

         (c)      E-mail distribution revenue:

                  E-mail   distribution   revenue  is  derived  from  delivering
                  permission  e-mail for  third-parties to use the Company's and
                  other mailing lists. E-mail distribution revenue is recognized
                  when the e-mail is delivered.



                                      F-8
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001


NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES
(CONTINUED)

[9]     Revenue recognition:  (continued)

(d)      Marketing revenue:

         Marketing  revenue is derived  from  providing  marketing  services and
         related  marketing  materials to third  parties.  Marketing  revenue is
         recognized once the service is completed.

(e)      Commission income:

         Commission  income is derived from  e-commerce  transactions  generated
         through the Company's  websites for  third-party  products.  Commission
         revenue is recognized  once the product has been shipped and payment is
         assured.


NOTE B - INCOME TAXES

At February 28, 2002, the Company has available for federal income tax purposes,
net operating loss carryforwards of approximately  $13,970,000  expiring through
2022 which  generated  a deferred  tax asset of  approximately  $5,600,000.  The
difference  between the cumulative net losses for financial  reporting  purposes
and the net operating  loss  carryforwards  for tax purposes is primarily due to
accrued  expenses  which are not currently  deductible  for tax purposes,  which
generated  a tax asset of  approximately  $1,160,000.  The  Company  provided  a
valuation   allowance   against  these  deferred  tax  assets  of  approximately
$6,760,000 since the likelihood of realization cannot be determined.

The  difference  between the  statutory tax rate of 34 percent and the Company's
effective  tax  rate  of 0  percent  is  due to the  increase  in the  valuation
allowance of $1,855,000 and $1,226,000 for the years ended February 28, 2002 and
2001, respectively.

Section 382 of the Internal Revenue Code contains provisions which may limit the
loss  carryforwards  available  if  significant  changes  occur  in  stockholder
ownership  interests.  Management  believes that such  limitations  apply to the
February 28, 1999  cummulative net operating loss of  approximately  $5,592,000.
Accordingly,   the  Company  will  be  subject  to  an  annual   limitation   of
approximately $395,000 on the utilization of its February 28, 1999 net operating
loss.

The Company has not filed its prior years' income tax returns.


NOTE C - LOANS FROM MAJOR STOCKHOLDER/PRESIDENT

Loans from the major  stockholder/president  are payable on demand with interest
at 10% a year. These loans are unsecured. At February 28, 2002, the net advances
from the major  stockholder/president  were approximately  $890,000. The Company
has accrued interest expense of approximately  $67,000 and $43,000 for the years
ended February 28, 2002 and 2001, respectively.



                                      F-9
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001

NOTE D - EQUIPMENT

Equipment consists of the following:

                                                      February 28,  Useful Lives
                                                         2001         (Years)
                                                      -----------   ------------
      Office equipment and computers                   $ 70,938        5
      Less accumulated depreciation                      29,194
                                                     ------------

                                                       $ 41,744
                                                     ============
Depreciation expense for the years ended February 28, 2002 and 2001 was $16,020
and $17,816, respectively.


NOTE E - LICENSING AGREEMENT

In December  1998, the Company  entered into a ten year licensing  agreement for
the services of Joe Namath, a sports celebrity,  to be a spokesperson to promote
the Company's products. The license fee of approximately  $1,586,500,  which was
being amortized over the life of the agreement,  was paid for by the issuance of
1,200,000  shares  of  the  Company's  common  stock  with  a  market  value  of
$1,174,500,  the issuance of 600,000  shares of common stock with a market value
of  approximately  $387,000 to two  individuals  who assisted in  obtaining  the
agreement  and $25,000 in cash.  During the year ended  February 28,  2001,  the
Company  evaluated this asset for impairment on the basis of whether it is fully
recoverable from projected  undiscounted cash flows expected to be realized from
this  agreement.  The  Company  wrote off the  remaining  value of this asset of
approximately  $1,269,000.  The amortization expense, before the write-off,  for
the year ended February 28, 2001 was approximately  $119,000.  In addition,  Mr.
Namath is  entitled  to a  royalty  fee of 5% of the gross  sales,  as  defined,
generated  from products  promoted in accordance  with the  agreement.  No sales
subject to such  royalties  were made for the years ended  February 28, 2002 and
2001.


NOTE F - DEBT IN DEFAULT

On February 16, 2000, the Company borrowed from Traffix,  Inc. (formerly Quintel
Communications,   Inc.)  ("Traffix"),  an  internet  marketing  and  development
company,  $500,000 in the form of a convertible  promissory  note ("Note").  The
Note was due on demand at any time after August 16, 2000 and is convertible into
500,000  shares of common  stock of the Company at any time prior to  repayment.
Any  shares  issued  by  the  Company  will  have   registration  and  piggyback
registration  rights and are  subject to  anti-dilution  adjustments  in certain
cases. If any additional shares are issued under the  anti-dilution  provisions,
the Company  will have a one-time  repurchase  right at a $1.00 per share during
the  twelve-month  period following the date of conversion of the Note. The Note
was without interest until the earlier of August 17, 2000 or an event of default
under the Note.  Interest is being  charged at prime plus 4%, not to exceed 14%.
The Note may be prepaid at anytime  after giving 15 days prior  written  notice.
The Note is  collateralized  by the Company's  database and all related records,
contract rights and intangibles  which has been delivered to the lender and must
be updated upon request, until the obligation has been paid.

The Company entered into a ten-year licensing agreement with Traffix for the use
of its database for a monthly  payment of $5,000 which can be used to offset the
remaining balance owed to Traffix. During the year ended February 28,
2002 and 2001, no such payments were made.

On the same date, the Company also entered into a two-year  marketing  agreement
with  Traffix to develop  programs  to market  products  and  services  and send
promotional  e-mails to the visitors and  customers of the  Company's  websites.
Traffix  is to pay the  Company  $.25 for each  individual  who  "opts in" to be
registered  with Traffix at its site.  Revenues  generated  from these  programs
(less direct "out-of-pocket"  costs, including royalties,  cost of producing the
marketing materials and other expense directly related to the programs) is to be
divided equally and distributed quarterly less any required reserves. There have
been no revenues recognized from these programs.



                                      F-10
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001


NOTE F - DEBT IN DEFAULT  (CONTINUED)



In connection with the marketing agreement,  the Company issued two-year options
to purchase  100,000  shares of the Company's  common stock at $1.00 a share and
100,000  shares at $2.00 per share.  The value of these  options at grant  date,
utilizing the Black-Scholes  option-pricing model, was $139,000. The assumptions
used in  determining  the value was an expected  volatility  of 155%, an average
interest  rate of 6.68% per annum and an expected  holding  period of two years.
The estimated value of these options was expensed in the year ended February 28,
2001. These options are subject to certain anti-dilution  provisions and provide
registration  rights for the underlying  shares. The agreement can be terminated
in the  event of a default  under the  agreement  by either  party  which is not
corrected within 30 days after notice is given.

On August 8, 2000, following certain  disagreements  concerning Traffix's use of
the Company's  database,  the Company  entered into a Forbearance  Agreement and
amended the security agreement with Traffix.  The Company made a $50,000 payment
against the $500,000  convertible note which was funded  personally by its major
stockholder/president.  The Note was  amended to provide  for payment on demand.
The amended security agreement requires the Company to remit to Traffix,  50% of
collections on the outstanding accounts receivable as of August 10, 2000 and 25%
of all subsequent accounts receivable collected,  within five days. Payments are
to be  credited,  first to interest  and then to  principal.  Traffix is also to
receive 50% of all other cash receipts,  including  additional loans,  until the
Note is paid. The amended  security  agreement also includes all accounts of the
Company and all security,  or  guarantees  held with respect to the accounts and
all account  proceeds.  In addition,  the Company's major  stockholder/president
personally  guaranteed up to $250,000 of the Note of which $160,000,  (including
the two  payments of $50,000  each  discussed  below) has been paid against this
guaranty.

Due to the above amendment,  Traffix agreed not to demand payment on the Note or
commence  any action  against the Company,  as long as it receives  payments for
interest  and  principal  of at least  $10,000  per month or  collection  of the
Company's accounts  receivable or money from the guarantor,  the Company's major
stockholder/president,  and the  Company  generates  gross  revenues of at least
$75,000 per month.

On August 8, 2000, the Company received $300,000 from American Warrant Partners,
LLC ("AWP")  evidenced by an 8% convertible  subordinated  promissory  note (see
below).  The  Company did not remit 50% of the cash  proceeds  of this note,  as
required by the Forbearance Agreement,  which put the Company into default under
its  agreement  with  Traffix.  The  Company  has not  obtained  a waiver of the
default, however, the major  stockholder/president  personally made two payments
of $50,000 each towards the  principal  and  interest on the Traffix  Note.  The
Company  recorded  these payments as a loan from its  stockholder/president.  In
addition,  the Company  agreed to remit 50% (formerly 25%) of cash received from
new accounts receivable.

On May 16,  2001,  the Company  entered into an agreement  Traffix,  Inc.  which
amended the  aforementioned  Forbearance  Agreement  dated  August 8, 2000.  The
Company agreed to pay $10,000 on signing.  Upon the closing of the AWP financing
(see Note G), Traffix was to be paid an additional  $10,000.  Commencing on June
1, 2001,  the Company  agreed to a payment  schedule of a minimum of $10,000 per
month.  Since May 16, 2001 the Company has not made all of the required  $10,000
monthly  payments  to  Traffix,  as  called  for  by  the  amended  Forebearance
Agreement.  As a result,  as of February 28, 2002,  the Company is in default of
its amended Forbearance Agreement with Traffix.



                                      F-11
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001

NOTE G - DEBT NOT IN COMPLIANCE WITH TERMS

         [1] On August 8, 2000, AWP loaned the Company $300,000  evidenced by 8%
         convertible subordinated promissory note with a maturity date of August
         8, 2002.  The note is  convertible,  at the option of AWP,  into common
         stock at $.25 per share (market price of $.4375 per share),  subject to
         adjustment  which  resulted in a discount of the note of  approximately
         $201,000.  This discount was immediately recognized as interest expense
         due to the ability of AWP to convert the note at any time.  Interest is
         payable  quarterly  commencing on September 30, 2000.  The Company also
         issued a  five-year  warrant  expiring  on August  8, 2005 to  purchase
         600,000 shares of common stock,  exercisable at $.40 per share, subject
         to  adjustment,  to be exercised in whole or in part. The value of this
         warrant  at grant  date,  utilizing  the  Black-Scholes  option-pricing
         model, was approximately  $260,000. The assumptions used in determining
         the value was an expected  volatility of 227%, an average interest rate
         of 6.06% per annum and an expected  holding  period of five years.  The
         allocated  value  of the  warrant  is  $99,000.  This  amount  is to be
         amortized  over the life of the two-year  note, or shorter if exercised
         earlier.  Based upon the values ascribed to the convertibility  feature
         of the  note and the  warrant,  the  Company  has  recorded  additional
         interest  expense  of  approximately  $228,000  during  the year  ended
         February 28, 2001. The Company also entered into a registration  rights
         agreement  whereby a  Registration  Statement  for the  shares is to be
         filed as soon as reasonably  practicable  but not later than  September
         15,  2000.  The  Company  did not file the  Registration  Statement  by
         September 15, 2000 and since a Registration  Statement was not declared
         effective by November 15, 2000, the terms of the agreement are that for
         each 30-day  period that the  Registration  Statement  is not  declared
         effective,  the conversion  price of $0.25 of the convertible  note and
         the  warrant  exercise  price of $0.40  will each be  reduced by 2% per
         30-day period, until the exercise price reaches $0.05. Pursuant to this
         provision,  at Feburary 28, 2002, the reduced  conversion price and the
         exercise prices were each $0.04 respectively. In addition, the interest
         rate on the  convertible  note will increase 2% for each 30-day period,
         not to exceed 15%. Pursuant to this provision, the Company has recorded
         interest  expense of $24,000 for the year ended  February  28, 2002 and
         $11,000 for the year ended  February 28, 2001. As of February 28, 2001,
         the interest rate was 15%.  Certain  officers and directors agreed to a
         lock-up agreement restricting their right to sell, transfer,  pledge or
         hypothecate or otherwise  encumber their shares until the earlier of 1)
         the one year anniversary of the agreement, 2) the effective date of the
         Registration  Statement or 3) until the Company  raises  $1,000,000  in
         equity or debt  financing.  The Company agreed to recommend and use its
         best efforts to elect a representative of AWP to the Board of Directors
         until one year  from the date of the  agreement  or until  the  Company
         raises $1,000,000 in equity or debt financing.

         On May 16,  2001,  the Company  entered into an  amendment,  waiver and
         consent  relating to the 8% convertible  subordinated  promissory note,
         warrant,  and  registration  rights  agreement  revising the conversion
         price of the  promissory  note and the exercise price of the warrant to
         the  lower  of  $0.12 or 80% of the  current  market  price on the date
         immediately  preceding  the date of the  exercise  or  conversion.  The
         Company is  required  to  register  the  underlying  common  stock in a
         registration  statement to be filed in  connection  with a proposed new
         investment no later than 60 days from June 15, 2001,  in  consideration
         for which, AWP has agreed to waive any penalty  provisions with respect
         to the filing of the registration statement and consent to the issuance
         of common stock below the then applicable  conversion or exercise price
         of the promissory note and warrant  relating to the financing  received
         on May 24, 2001.



                                      F-12
<PAGE>
LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001

NOTE G - DEBT NOT IN COMPLIANCE WITH TERMS  (CONTINUED)

[1]      (continued)

         Pursuant to this amendment of the Conversion  and Exercise  price,  the
         Company recorded a charge of approximately  $239,000 during the quarter
         ended May 31, 2001, which represents the beneficial  conversion feature
         resulting  from the  difference  between the fair  market  value of the
         shares  at the  effective  date  of the  amendment  and  the  effective
         conversion rate of the note.

[2]      On May 24, 2001,  the Company  entered  into an agreement  with Private
         Capital Group, LLC ("PCG") (an entity related to AWP) for the sale of
         $200,000 of 8% convertible  debentures with Private Capital Group,  LLC
         ("PCG") ( an entity related to American Warrant  Partners) which can be
         converted at any time by the holder or will automatically  convert into
         common  stock in five years,  at the lower of $0.12 per share or 80% of
         the market  price as defined.  The  $200,000  Note has been  personally
         guaranteed by the Company's major stockholder/president with 750,000 of
         his shares of the  Company's  stock  being held in escrow.  The Company
         also  agreed to file a  registration  statement  for the  shares but no
         later than sixty  calendar days from June 15, 2001. The Company did not
         file the  registration  statement  within  the  sixty-day  period.  The
         lenders  waived this  noncompliance.  At February 28, 2002, the Company
         had  received  $175,000  of  proceeds  from this note.  The Company has
         recorded a charge of $175,000 for the year ended February 28, 2002. The
         charge represents the beneficial  conversion feature resulting from the
         differences  between the fair market value of the shares at the date of
         issuance  of the  debt  and  the  effective  conversion  rate  for  the
         convertible debentures.

On January 31,  2002,  the Company  was  notified  that it was in default of its
convertible  debentures  agreements with Private Capital Group,  LLC ("PCG") and
its 8% convertible subordinated promissory note to American Warrant.

As of January 31, 2002 the  Company has not filed its  quarterly  report on Form
10-QSB for the period ending November 30, 2001 within the time required pursuant
to Rule 13a-13 of the Securities Exchange Act of 1934. PCG considered this to be
an event of default as defined in the debenture  agreement and demanded that the
Company cure this default  within thirty  business  days in accordance  with the
debenture  agreement.  The Company  believed that it cured this default with the
filing of this Form 10-QSB for the period  ending  November 30, 2001 on February
11, 2002.

The Company has not paid the interest due on the promissory note, which American
Warrant  considers  this to be an event of default under the note.  This default
was not cured within twenty calendar days  therefore,  the principal and accrued
interest are payable immediately. (See Note M)


NOTE H - ISSUANCE OF COMMON STOCK

In June 2001, the Company issued approximately  6,400,000 shares of common stock
in payment  of  $1,287,250  due  employees  and  consultants.  Of these  shares,
1,800,000 shares were issued to the major stockholder/president of the Company.

On March 4,  2002,  the  Company  issued  9,750,000  shares of  common  stock to
employees, directors and consultants for services performed in fiscal year 2002.
The  Company  valued  these  shares at $0.04 per share and  recorded a charge of
$390,000 in the 2002 statement of operations.




                                      F-13
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001

NOTE I - CANCELLATION OF EQUITY FUNDING COMMITMENT

On June 29,  2001,  the Company  entered into an  agreement  with Saudi  Capital
partners (the "Investor")  pursuant to which the Investor granted to the Company
a $15,000,000  equity funding  commitment  which was to continue for a period of
eighteen months. As of February 28, 2002, this agreement has been cancelled.


NOTE J - COMMITMENTS

[1]      Employment agreements:

         On June 1,  1998,  the  Company  entered  into a five  year  employment
         agreement with its president which provides for a minimum annual salary
         of  $260,000  with  annual  increases  of not less than  four  percent.
         Compensation  under this  agreement  was  $289,000 and $279,000 for the
         years ended  February 28, 2002 and 2001,  respectively.  As of February
         28,  2002,  the Company has  included in accrued  expenses  $880,000 of
         unpaid salary.

[2]      Consulting agreement:

         On June 12, 2001, the Company entered into a consulting  agreement with
         PCG for a period of twelve months commencing on May 24, 2001.  Pursuant
         to the agreement,  as compensation the Company is to pay $26,000 to the
         Group in shares of its common  stock as shall equal the lesser of $0.12
         per share or 80% of the market price, as defined.

[3]      Lease:

         In June 2001,  the Company  entered into a three-year  lease for office
         space in Florida.  As of February 28, 2002, the Company had vacated its
         office  space in  Florida.  In  conjunction  with this the  Company has
         accrued  $108,000 for the remaining rent due under the lease.

         The  Company's  other  locations  are leased space on a  month-to-month
         basis.  Rent  expense was $41,000 for the year ended  February 28, 2002
         and $70,125 for the year ended February 28, 2001.



                                      F-14
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001

NOTE K - CAPITAL DEFICIT

During the year ended February 28, 1999, the Company sold, under Regulation D of
the Federal Securities Act, 200,000 units at $.10 a unit. Each unit consists of
one share of the Company's common stock and two common stock warrants. Each
warrant is for the purchase of seven shares of common stock at $.35 a share. At
February 28, 2002, 50 warrants remain outstanding.

The Company has issued shares of common stock for the following services
rendered during the year ended February 28, 2002. The shares have been recorded
at the quoted market value of the Company' stock on the dates issued.

                                                                Quoted
                                              Number of         Market
                                                Shares          Value
                                                ------          -----
               Board of Directors fees           750,000    $     112,500
               Consulting services             3,000,000          625,324
               Legal fees                        800,000          160,000
               Employees                       2,400,000          480,000
               Vendors                           175,000           26,250
                                            ------------    -------------

                                               7,125,000    $   1,404,074
                                            ============    =============

During the year ended February 28, 2001, the Company issued 150,000 shares of
common stock for services rendered in fiscal 2000.

NOTE L - SEGMENTS

The Company operates in one business segment; the marketing of database
information obtained from its website and others.


NOTE M - SUBSEQUENT EVENTS

         [1]      See Note H with respect to shares issued in March 2002.

         [2]      On May 28, 2002,  the Company  entered  into a loan  agreement
                  with a third party for $75,000.  In conjunction with this loan
                  the Company also granted the third party 200,000 shares of the
                  Company's  common  stock.  The  Company's   president,   chief
                  executive  officer and principal  stockholder  has  personally
                  pledged  2,000,000  shares of the  Company's  common  stock as
                  collateral  for the loan.  The loan is due and payable on June
                  11,  2002.  If the loan is not  repaid  on the due  date,  the
                  Company is required to issue  10,000  shares of the  Company's
                  common  stock to the third party for each day the loan is past
                  due. The loan has not been repaid.

         [3]      On June 28, 2002,  the Company  entered into an Agreement  and
                  Release  with AWP and PCG (see  Note G),  the  holders  of the
                  Company's 8% convertible  promissory  notes. The Agreement and
                  Release addresses the Company's  noncompliance  with the terms
                  of the 8% convertible promissory notes.



                                      F-15
<PAGE>

LCS GOLF, INC. AND SUBSIDIARIES


Notes to Consolidated Financial Statements
February 28, 2002 and 2001

NOTE M - SUBSEQUENT EVENTS (CONTINUED)

Pursuant to the  Agreement and Release,  AWP and PCG in the aggregate  converted
$200,000 of the 8% convertible  promissory  notes at a price of $0.04 per share,
as adjusted, for an aggregate of 5,000,000 shares of the Company's common stock.
Should the price of the Company's  stock not reach and remain at $0.50 per share
for a minimum  period of thirty trading days within 120 days of a merger with an
operating  company,  at an average  volume of 150,000  shares per day,  then the
Company will issue a total of an additional 6,000,000 shares of its common stock
to AWP and PCG.  If a merger with an  operating  company  does not occur  within
thirty days of the  aforementioned  agreement and release,  AWP and PCG have the
option  to  receive  immediate  repayment  of  their  notes  or to  receive  the
additional 6,000,000 shares of common stock.

Also pursuant to the Agreement and Release  described  above,  AWP exercised the
warrants  that were issued in  conjunction  with the 8%  convertible  promissory
notes.  These warrants were exercised on a cashless basis into 512,951 shares of
the Company's common stock.

Upon the issuance of the 5,000,000  shares common stock in conjunction  with the
conversion of the $200,000 of 8% convertible  promissory  notes and the issuance
of the 512,000 shares in  conjunction  with the exercise of the AWP, the 800,000
shares that have been held in escrow as security for the promissory notes are to
be released and returned to the Company's president and chief executive officer.


                                      F-16