SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   FORM 10-KSB

                                   (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.
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             (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
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               (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 the end of 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 sold products and 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.

 ifusionco.com

         iFusionco.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 on or about 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  for 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 loss of
$3,519,337 and negative cash flow from operations of $388,050. In order to
resume and maintain operations for at least one year thereafter, we estimate
that we will require financing approximating $100,000. 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 accuring 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 7, 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 7, 2000 of up to $250,000 on the note (of which $237,500 has
been paid by Dr. Mitchell 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
$162,500 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 A W P 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 512,000 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 towards 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 iFusionco.com
o ifusionco.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 CAUSE US TO CURTAIL OR
CEASE 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 such time as we are able to make payment in full under
the Traffix Agreement.

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 $18,481,544.  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 e 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 revue and has resulting 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 products and 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 products 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 purchase 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 resell any products and 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 ADEQUATYE 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 PRODUCTS AND 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 commentators, 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 that  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 and the landlord has agreed to settle these liability for
$15,000. 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, 2000, 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 5,512,000 shares of our common stock to AWP and PCG upon
conversion of a portion of the 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 Ifusionco.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 limited level,
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 $3,010,984 for the 12
months ended February 28, 2002 compared to $3,469,923 for the year ending
February 28, 2001. We did not incur any non-cash expenses for the 12 months
ended February 28, 2002. We incurred substantial non-cash expenses, such as
issuance of capital stock for services rendered, amortization of goodwill and
write-offs totaling $1,269,261, which did not cause cash outflows, to operate
our business for the 12 months ended February 28, 2001.
<PAGE>

 Goodwill Expense

         Due to changes in our business focus during the fourth quarter ended
February 29, 2000, we decided to write-off all of the goodwill associated with a
contract with Joe Namath at February 28, 2001 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
$3,519,337 and negative cash flow from operations of $388,050. In order to
resume and maintain operations for at least one year thereafter, we estimate
that 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,
-------------------------  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 w9th 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
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




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 entitity 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 adjuste,  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