U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                   [ X ] ANNUAL REPORT PURSUANT TO SECTION 13
                         OF THE SECURITIES EXCHANGE ACT
                   For the Fiscal Year Ended December 31, 1998


                          Commission File No. 33-32966

                       The Great American Golf Works, Inc.
                          (formerly Equix Corporation)
                 (Name of Small Business Issuer in its Charter)

<TABLE>

<S>                                  <C>                                                    <C>
           Delaware                  16910 Dallas Parkway, Suite 100, Dallas, TX 75248          22-2999829
(State or Other Jurisdiction              (Address of Principal Executive Office,           (I.R.S. Employer
of incorporation or organization)          including Zip Code)                               Identification No.)

</TABLE>

                                 (972) 248-1922
              (Registrant's telephone number, including area code)

         Securities Registered under Section 12(b) of the Exchange Act:

   Title of Each Class               Name of Each Exchange on which Registered
   -------------------               -----------------------------------------

          None

Securities  Registered  Under Section  12(g) of the Exchange Act:  Common Stock,
0.00005 Par Value

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

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

The issuer's revenues for its most recent fiscal year were $-0-.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  as of  September  30,1999 was $-0-  (computed  by  reference  to the
average bid and asked prices of such stock as of September  30, 1999 as reported
on the OTC Bulletin Board).

The  number  of  shares  outstanding  of the  registrant's  common  stock  as of
September 30, 1999, was 624,600 shares.

Transitional Small Business Disclosure Format:  Yes     No  X
                                                    ---    ---

<PAGE>






                                     PART I

Item 1.  Description of Business.


General

         The  Great   American   Golf  Works,   Inc.   (Company)  was  initially
incorporated  as Equix  Corporation  on November  30, 1989 under the laws of the
State of Texas as a wholly-owned subsidiary of C Square, Inc. for the purpose of
investigating and acquiring or combining with a privately owned business.

         On January 12, 1990 the company merged with and into The Great American
Golf Works,  Inc., a privately owned company  incorporated on July 28,1989 under
the laws of the State of Delaware. Upon the consummation of merger between Equix
Corporation  and The Great American Golf Works,  Inc.,  the Company  changed its
corporate  domicile to Delaware  and  changed  its  corporate  name to The Great
American Golf Works, Inc.

         On May 14,  1990,  pursuant  to the terms of the  merger  agreement,  C
Square,  Inc.  received and distributed  90,000 shares of common stock,  135,000
Class A Warrants,  exercisable at $5.00 per share, and 135,000 Class B Warrants,
exercisable at $10.00 per share, to C Square,  Inc.'s shareholders pursuant to a
Registration  Statement filed with the Securities and Exchange  Commission.  The
Class A and B Warrants were  exercisable for periods of 36 months and 48 months,
respectively,  commencing  on June 3, 1990.  A total of 24,600  Class A Warrants
were  exercised  during 1990 for gross  proceeds of $123,000 to the Company.  No
other Warrants were exercised and all remaining  outstanding Warrants expired in
1993 and 1994 respectively.

         It was the intent of the Company to design, construct,  operate and, in
some instances, franchise entertainment facilities combining an indoor miniature
golf course and old-fashioned ice cream parlor.  These efforts were unsuccessful
and all assets,  liabilities and proposed  operations were liquidated by the end
of 1990.

         The  Company's  majority  shareholder  has  continued  to maintain  the
corporate status of the Company and provides all nominal working capital support
on the Company's  behalf.  Due to the Company's  lack of operating  assets,  its
continuance  is fully  dependent  upon  the  majority  shareholder's  continuing
support.  The  majority  shareholder  intends to continue the funding of nominal
necessary expenses to sustain the corporate entity.

         The company is considered in the  development  stage and, as such,  has
generated  no  significant   operating  revenues  and  had  incurred  cumulative
operating losses of approximately $28,585 as of December 31, 1990. No additional
losses have been incurred.

         It is the  intention  of the  management  to  bring  its  SEC  periodic
reporting to date in order that the Company might be potentially attractive to a
private business that has interest in becoming a publicly-held company,  without
the  expense and time delay  involved  in  distributing  its  securities  to the
public.





                                                                               2

<PAGE>


Proposed Business

         The  Company   intends  to  locate  and  combine   with  an   existing,
privately-held  company,  which is  profitable,  or, in  management's  view, has
growth potential,  irrespective of the industry in which it is engaged. However,
the  Company  does not intend to combine  with a private  company,  which may be
deemed to be an  investment  company  subject to the  Investment  Company Act of
1940. A combination  may be structured as a merger,  consolidation,  exchange of
the  Company's  common  stock for stock or assets or any other  form  which will
result in the combined enterprise's becoming a publicly-held corporation.

         Pending  negotiation  and  consummation  of a combination,  the Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

         If  the   Company's   management   pursues  one  or  more   combination
opportunities  beyond the preliminary  negotiations stage and those negotiations
are  subsequently  terminated,  it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination  opportunities before
any successful  combination  can be  consummated.  In that event,  the Company's
common stock will become  worthless  and holders of the  Company's  common stock
will receive a nominal distribution,  if any, upon the Company's liquidation and
dissolution.


Combination Suitability Standards

         In its pursuit for a  combination  partner,  the  Company's  management
intends to consider only  combination  candidates  which are  profitable  or, in
management's  view,  have growth  potential.  The Company's  management does not
intend to pursue any combination  proposal  beyond the  preliminary  negotiation
stage with any  combination  candidate  which does not furnish the Company  with
audited  financial  statements  for at least  its most  recent  fiscal  year and
unaudited  financial  statements for interim  periods  subsequent to the date of
such audited financial statements, or is in a position to provide such financial
statements  in a timely  manner.  The  Company  will,  if  necessary  funds  are
available,  engage attorneys and/or  accountants in its efforts to investigate a
combination candidate and to consummate a business combination.  The Company may
require payment of fees by such combination  candidate to fund the investigation
of such  candidate.  In the event such a  combination  candidate is engaged in a
high technology  business,  the Company may also obtain reports from independent
organizations  of recognized  standing  covering the technology  being developed
and/or used by the candidate. The Company's limited financial resources may make
the  acquisition  of such reports  difficult or even  impossible  to obtain and,
thus,  there can be no assurance that the Company will have sufficient  funds to
obtain such reports when considering combination proposals or candidates. To the
extent the Company is unable to obtain the advice or reports from  experts,  the
risks of any combined enterprise's being unsuccessful will be enhanced.

         Company's management expects that in connection with any acquisition or
merger  transaction,  that the  Management of Company will be transferred to the
new controlling  shareholders.  Company's  management will require a declaration
from any such company or controlling  shareholders,  that, within five (5) years
prior to the  filing  of this  statement,  they have not been  convicted  in any
criminal  proceedings  or are named  subject  of a pending  criminal  proceeding
(excluding  traffic  violations  and other minor  offenses),  nor have they been
subject of any order, judgment, or decree, not subsequently reversed,  suspended
or vacated, of any court of competent  jurisdiction,  permanently or temporarily
enjoining  them  from,  or  otherwise  limiting  the  engagement  in any type of
business  practice;  or engaging in any activity in connection with the purchase
or sale of any  security or  commodity or in  connection  with any  violation of
Federal or State securities laws.

Item 2.  Description of Property.

         The Company has no properties.



                                                                               2

<PAGE>

Item 3.  Legal Proceedings.

         The Company is not a party to any  material  pending nor is it aware of
any threatened legal proceeding.

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

         No matters were  submitted to securities  holders during the year ended
December 31, 1990.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Market Information

         The aggregate market value of the voting stock held  by  non-affiliates
of the registrant as of September 30,1999 was $-0- (computed by reference to the
average bid and asked prices of such stock as of September  30, 1999 as reported
on the OTC Bulletin Board.

         The number of shares outstanding of the registrant's common stock as of
September 30, 1999, was 624,600 shares.

Dividend Policy

         The Company has never paid any  dividends  on its common stock and does
not have any current plan to pay any dividends in the foreseeable future.


Item 6.  Management's Discussion and Analysis of Financial
            Condition and Plan of Operation.

Discussion of Financial Condition

         The  Company  currently  has no  revenues,  no  operations  and owns no
assets.  The  Company  will  remain  illiquid  until  such  time  as a  business
combination  transaction  occurs, if ever. No prediction of the future financial
condition of the Company can be made.

         The Company's independent auditor, S.W. Hatfield, CPA expressed, in its
opinion on the Company's audited financial  statements,  substantial doubt about
the Company's  ability to continue as a going concern.  Reference is made to the
financial   statements  of  the  Company   included   elsewhere   herein,   and,
specifically,  to the Independent  Auditor's  Report and Note A in the financial
statements of the Company.

Plan of Business

         General.  The Company  intends to locate and combine  with an existing,
privately-held company, which is profitable or, in management's view, has growth
potential,  irrespective  of the industry in which it is engaged.  However,  the
Company does not intend to combine with a private  company,  which may be deemed
to be an investment  company  subject to the  Investment  Company Act of 1940. A
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
Company's  common  stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.

         Pending  negotiation  and  consummation  of a combination,  the Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

         If  the   Company's   management   pursues  one  or  more   combination
opportunities  beyond the preliminary  negotiations stage and those negotiations
are  subsequently  terminated,  it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination  opportunities before
any successful  combination  can be  consummated.  In that event,  the Company's
common stock will become  worthless  and holders of the  Company's  common stock
will receive a nominal distribution,  if any, upon the Company's liquidation and
dissolution.

                                                                               4

<PAGE>

         Combination  Suitability  Standards.  In its pursuit for a  combination
partner,   the  Company's   management  intends  to  consider  only  combination
candidates which are profitable or, in management's view, have growth potential.
The  Company's  management  does not intend to pursue any  combination  proposal
beyond the preliminary  negotiation  stage with any combination  candidate which
does not furnish the Company with audited financial  statements for at least its
most recent fiscal year and unaudited  financial  statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial  statements in a timely  manner.  The Company will, if
necessary  funds are  available,  engage  attorneys  and/or  accountants  in its
efforts to  investigate  a  combination  candidate  and to consummate a business
combination.  The  Company  may  require  payment  of fees  by such  combination
candidate  to fund the  investigation  of such  candidate.  In the event  such a
combination candidate is engaged in a high technology business,  the Company may
also obtain  reports  from  independent  organizations  of  recognized  standing
covering  the  technology  being  developed  and/or used by the  candidate.  The
Company's limited  financial  resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance that
the Company will have sufficient  funds to obtain such reports when  considering
combination  proposals  or  candidates.  To the extent the  Company is unable to
obtain  the  advice  or  reports  from  experts,   the  risks  of  any  combined
enterprise's being unsuccessful will be enhanced.

         Company's management expects that in connection with any acquisition or
merger  transaction,  that the  Management of Company will be transferred to the
new controlling  shareholders.  Company's  management will require a declaration
from any such company or controlling  shareholders,  that, within five (5) years
prior to the  filing  of this  statement,  they have not been  convicted  in any
criminal  proceedings  or are named  subject  of a pending  criminal  proceeding
(excluding  traffic  violations  and other minor  offenses),  nor have they been
subject of any order, judgment, or decree, not subsequently reversed,  suspended
or vacated, of any court of competent  jurisdiction,  permanently or temporarily
enjoining  them  from,  or  otherwise  limiting  the  engagement  in any type of
business  practice;  or engaging in any activity in connection with the purchase
or sale of any  security or  commodity or in  connection  with any  violation of
Federal or State securities laws.


Item 7.  Financial Statements.


                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                          F-3

Balance Sheets as of December 31, 1990 and 1989                             F-4

Statement of Operations                                                     F-5
for the years ended December 31, 1990 and 1989

Statement of Changes in Shareholders' Equity                                F-6
for the years ended December 31, 1990 and 1989

Statement of Cash Flows                                                     F-7
for the Years ended December 31, 1990 and 1989

Notes to Financial Statements                                               F-8




Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
            Financial Disclosures.

None.

                                                                               5

<PAGE>

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act.

The following table sets forth the officers and directors of the Company.


Name                         Position                            Age
----                         --------                            ---
Kevin B. Halter, Jr.         President and Director               38
Kevin B. Halter              Vice President and Director          63

         Set forth below is a description of the background of the President and
director of the Company.

         Kevin B. Halter,  Jr. currently serves as President and Director of the
Company.  Mr. Halter has served as Vice  President,  Secretary and a director of
Millennia,  Inc. since January 1994. He is also President of Securities Transfer
Corporation,  a registered  stock transfer  company,  and a position he has held
since 1987.  Mr.  Halter has served as Vice  President  and  Secretary of Halter
Capital  Corporation  since  1987.  Mr.  Halter has also  served as  director of
Digital Communications  Technology Corporation since January 1994. Mr. Halter is
the son of Kevin B. Halter.

         Kevin B. Halter  currently serves as Vice President and Director of the
Company.  Mr.  Halter has  served as  President,  Chief  Executive  Officer  and
Chairman of the Board of Millennia, Inc. since June 1994. He also served as Vice
Chairman of the Board of  Millennia,  Inc. from January 1994 until June 1994. In
addition,  Mr.  Halter has served as Chairman  of the Board and Chief  Executive
Officer  of  Halter  Capital  Corporation,   a  privately  held  investment  and
consulting company,  since 1987 and as its President since June 1995. Mr. Halter
has also served as Chairman  of the Board of Digital  Communications  Technology
Corporation since June 1994. Mr. Halter is the father of Kevin B. Halter, Jr.


Item 10. Executive Compensation.

         The Company's  management  is  not  currently  compensated for services
provided  to the  Company,  and no  compensation  has been  accrued  and none is
expected to be accrued in the future.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth the names and addresses of  each  of the
persons known by the Company to own beneficially 10% or more of the common stock
of the Company,  as well as the common  stock  ownership of each of the officers
and directors of the Company.


Name and Address                   Number of Shares  Percentage of Ownership (1)
----------------                   ----------------  ---------------------------
Halter Capital Corporation         *        329,300           52.7%
16910 Dallas Parkway, Suite 100
Dallas, TX 75248

         ** Halter Capital Corporation is 100% owned by Kevin B. Halter, Jr. and
Kevin B. Halter,  who are the only  Directors and Officers of the Company.  This
corporation and both Messrs.  Halter are affiliates of the Company, as this term
is defined by the Securities Act of 1933.

Item 12. Certain Relationships and Related Transactions.

         The Company's  President,  Kevin B. Halter,  Jr., has agreed to provide
funds to the Company  sufficient to cover the Company  expenses  relating to its
SEC periodic reporting and other minor corporate expenses.

Item 13. Exhibits and Reports on Form 8-K.

Exhibits

           None.

                                                                               6

<PAGE>

Reports on Form 8-K

         No Current Report on Form 8-K was filed during the year  ended December
31, 1990. The Company  intends to file a Current Report on Form 8-K with respect
to a change in the Company's independent auditor in the near future.





                                   SIGNATURES

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

Dated: September 30, 1999

The Great American Golf Works, Inc.


By: _____________________________
Kevin B. Halter, Jr.
President



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





____________________________                            September 30, 1999
Kevin B. Halter, Jr.
President and Director


____________________________                            September 30, 1999
Kevin B. Halter
Vice President and Director

         Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non-reporting Issuers.

         As of the date of this Annual Report on Form 10-KSB,  no  annual report
or proxy  material  has been sent to  security  holders  of the  Company.  It is
anticipated  that an annual  report  and proxy  material  will be  furnished  to
security holders subsequent to the filing of this Annual Report on Form 10-KSB.





                                                                               7

<PAGE>

                               THE GREAT AMERICAN
                                GOLF WORKS, INC.

                              Financial Statements
                                       and
                                Auditor's Report

                           December 31, 1998 and 1997




















                               S. W. HATFIELD, CPA
                          certified public accountants

                      Use our past to assist your future sm


<PAGE>



                       THE GREAT AMERICAN GOLF WORKS, INC.

                                    CONTENTS



                                                                        Page
                                                                        ----

Report of Independent Certified Public Accountants                       F-3

Financial Statements

   Balance Sheets as of December 31, 1998 and 1997                       F-4

   Statements of Operations and Comprehensive Income
     for the years ended December 31, 1998 and 1997                      F-5

   Statement of Changes in Shareholders' Equity
     for the years ended December 31, 1998 and 1997                      F-6

   Statements of Cash Flows
     for the years ended December 31, 1998 and 1997                      F-7

   Notes to Financial Statements                                         F-8

















                                                                             F-2

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants


               Report of Independent Certified Public Accountants
               --------------------------------------------------


Board of Directors and Shareholders
The Great American Golf Works, Inc.

We have  audited the  accompanying  balance  sheets of The Great  American  Golf
Works,  Inc. (a Delaware  corporation)  as of December 31, 1998 and 1997 and the
related   statements  of  operations  and  comprehensive   income,   changes  in
shareholders'  equity  and cash flows for each of the years  then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  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  referred to above present fairly, in
all material respects,  the financial position of The Great American Golf Works,
Inc. as of December 31, 1998 and 1997, and the results of its operations and its
cash  flows for each of the years  then  ended,  in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements,  the Company is dependent upon its majority shareholder to
maintain the corporate  status of the Company and to provide all nominal working
capital  support  on the  Company's  behalf.  Because of the  Company's  lack of
operating  assets,   its  continuance  is  fully  dependent  upon  the  majority
shareholder's  continuing  support.  This situation  raises a substantial  doubt
about the  Company's  ability  to  continue  as a going  concern.  The  majority
shareholder  intends to continue  the funding of nominal  necessary  expenses to
sustain  the  corporate  entity.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.



                                                            S. W. HATFIELD, CPA
Dallas, Texas
September 16, 1999

                      Use our past to assist your future sm

P. O. Box 820395                            9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                            Dallas, Texas 75243-7212
214-342-9635 (voice)                                       (fax) 214-342-9601
800-244-0639                                                   SWHCPA@aol.com

                                                                             F-3

<PAGE>



                       The Great American Golf Works, Inc.
                                 Balance Sheets
                           December 31, 1998 and 1997



                                                             1998       1997
                                                           ---------  ---------
Assets
   Cash in bank                                            $      --  $      --
                                                           =========  =========


Liabilities                                                $      --  $      --
                                                           ---------  ---------


Commitments and Contingencies


Shareholders' Equity
   Common stock - $0.0005 par value
     2,000,000 shares authorized
     624,000 shares issued and outstanding, respectively         312        312
   Additional paid-in capital                                128,788    128,788
   Accumulated deficit                                      (129,100)  (129,100)
                                                           ---------  ---------

       Total shareholders' equity                                 --         --
                                                           ---------  ---------

Total Liabilities and Shareholders' Equity                 $      --  $      --
                                                           =========  =========













The accompanying notes are an integral part of these financial statements.
                                                                            F-4

<PAGE>



                       The Great American Golf Works, Inc.
                Statements of Operations and Comprehensive Income
                     Years ended December 31, 1998 and 1997



                                                         1998       1997
                                                        --------   --------

Revenues                                                $     --   $     --
                                                        --------   --------

Expenses                                                      --         --
                                                        --------   --------

Net Loss                                                      --         --

Other Comprehensive Income                                    --         --
                                                        --------   --------

Comprehensive Income                                    $     --   $     --
                                                        ========   ========

Loss per weighted-average share
   of common stock outstanding,
   computed on Net Loss - basic
   and fully diluted                                         nil        nil
                                                             ===        ===

Weighted-average number of shares
   of common stock outstanding                           624,600    624,600
                                                        ========   ========















The accompanying notes are an integral part of these financial statements.
                                                                             F-5

<PAGE>

<TABLE>

<CAPTION>

                       The Great American Golf Works, Inc.
                  Statement of Changes in Shareholders' Equity
                     Years ended December 31, 1998 and 1997




                                       Common Stock          Additional
                                       ------------           paid-in     Accumulated
                                   Shares        Amount       capital       deficit        Total
                                -----------   -----------   -----------   -----------   -----------
<S>                             <C>           <C>           <C>           <C>           <C>
Balances at January 1, 1997         624,600   $       312   $   128,988   $  (129,100)  $        --

Net loss for the year                    --            --            --            --            --
                                -----------   -----------   -----------   -----------   -----------

Balances at December 31, 1997       624,600           312       128,788      (129,100)           --

Net loss for the year                    --            --            --            --            --
                                -----------   -----------   -----------   -----------   -----------

Balances at December 31, 1998       624,600   $       312   $   128,788   $  (129,100)  $        --
                                ===========   ===========   ===========   ===========   ===========




</TABLE>












The accompanying notes are an integral part of these financial statements.
                                                                             F-6

<PAGE>



                       The Great American Golf Works, Inc.
                            Statements of Cash Flows
                     Years ended December 31, 1998 and 1997



                                                             1998       1997
                                                            --------   --------
Cash Flows from Operating Activities
   Net loss for the period                                  $     --   $     --
   Adjustments to reconcile net loss to
     net cash provided by operating activities                    --         --
                                                            --------   --------

Net cash used in operating activities                             --         --
                                                            --------   --------


Cash Flows from Investing Activities                              --         --
                                                            --------   --------


Cash Flows from Financing Activities                              --         --
                                                            --------   --------

Increase (Decrease) in Cash                                       --         --

Cash at beginning of period                                       --         --
                                                            --------   --------

Cash at end of period                                       $     --   $     --
                                                            ========   ========

Supplemental Disclosure of Interest and Income Taxes Paid
     Interest paid for the period                           $     --   $     --
                                                            ========   ========
     Income taxes paid for the period                       $     --   $     --
                                                            ========   ========









The accompanying notes are an integral part of these financial statements.
                                                                             F-7

<PAGE>



                       The Great American Golf Works, Inc.

                          Notes to Financial Statements



Note A - Organization and Description of Business

The Great  American Golf Works,  Inc.  (Company) was initially  incorporated  as
Equix Corporation on November 30, 1989 under the laws of the State of Texas as a
wholly-owned  subsidiary of C Square,  Inc. for the purpose of investigating and
acquiring or combining with a privately owned business.

On January 12, 1990,  the Company  merged with and into The Great  American Golf
Works,  Inc., a privately owned company  incorporated on July 28, 1989 under the
laws of the State of Delaware. Upon the consummation of the merger between Equix
Corporation  and The Great American Golf Works,  Inc.,  the Company  changed its
corporate  domicile to Delaware  and  changed  its  corporate  name to The Great
American Golf Works, Inc.

On May 14, 1990,  pursuant to the terms of the merger agreement,  C Square, Inc.
received  and  distributed  90,000  shares  of  common  stock,  135,000  Class A
Warrants,  exercisable  at  $5.00  per  share,  and  135,000  Class B  Warrants,
exercisable at $10.00 per share, to C Square,  Inc.'s shareholders pursuant to a
Registration  Statement filed with the U. S. Securities and Exchange Commission.
The Class A and Class B Warrants were  exercisable  for periods of 36 months and
48 months,  respectively,  commencing on June 3, 1990. A total of 24,600 Class A
warrants  were  exercised  during  1990 for gross  proceeds  of  $123,000 to the
Company. No other Warrants were exercised and all remaining outstanding warrants
expired in 1993 and 1994, respectively.

It was the intent of the  Company to design,  construct,  operate  and,  in some
instances, franchise entertainment facilities combining an indoor miniature golf
course and old fashioned ice cream parlor.  These efforts were  unsuccessful and
all assets,  liabilities  and proposed  operations were liquidated by the end of
1990.

The  Company's  majority  shareholder  has  continued to maintain the  corporate
status of the Company and provides all nominal  working  capital  support on the
Company's  behalf.  Because  of the  Company's  lack of  operating  assets,  its
continuance  is fully  dependent  upon  the  majority  shareholder's  continuing
support.  The  majority  shareholder  intends to continue the funding of nominal
necessary expenses to sustain the corporate entity.

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


Note B - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------
     The Company considers all cash on hand and in banks,  including accounts in
     book overdraft  positions,  certificates of deposit and other highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

2.   Organization costs
     ------------------
     Organization  costs incurred with the initial formation of the Company were
     charged to  operations  in their  entirety on January 12, 1990,  concurrent
     with the above mentioned merger transaction.




                                                                             F-8

<PAGE>


                       The Great American Golf Works, Inc.

                          Notes to Financial Statements



Note B - Summary of Significant Accounting Policies

3.   Income taxes
     ------------
     The Company files its own separate  federal income tax return.  The Company
     has no net  operating  loss  carryforwards  available  to offset  financial
     statement or tax return taxable income in future periods.

4.   Loss per share
     --------------
     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance, whichever is later. As of December 31, 1998 and 1997, the Company
     has no outstanding warrants.


Note C - Common Stock Transactions

On May 14,  1990,  pursuant  to a  Registration  Statement  filed with the U. S.
Securities and Exchange  Commission,  distributed 90,000 shares of common stock,
135,000 Class A Warrants,  exercisable  at $5.00 per share,  and 135,000 Class B
Warrants,  exercisable  at $10.00  per share to C Square,  Inc.  (the  Company's
former parent).  C Square,  Inc. then distributed  100.0% of these securities to
its shareholders.

Between July and December  1990,  an aggregate  total of 24,600 Class A Warrants
were exercised  resulting in the sale of 24,600 shares of common stock for gross
proceeds of approximately $123,000 to the Company.


Note D - Common Stock Warrants

In May 1990,  the Company  issued  135,000 Class A and 135,000 Class B Warrants.
The Class A Warrants were exercisable at $5.00 per share,  became exercisable on
June 3, 1990 and all unexercised  warrants  expired on July 3, 1993. The Class B
Warrants were  exercisable  at $10.00 per share,  became  exercisable on June 3,
1990 and all unexercised warrants expired on June 3, 1994.




                                                                             F-9