Item 1. THE FRANCHISOR AND ANY
PARENTS, PREDECESSORS AND AFFILIATES
To simplify the language in this Disclosure Document,
"we, " "us" or "our" means or refers to Golf USA,
Inc. and its predecessors. "You" means the person who buys the
franchise, including any legal entity and its owners or principals.
Franchisor We were incorporated in Oklahoma on April 28, 1986, and our principal business address is 3705 West Memorial, Suite 801, Oklahoma City, Oklahoma 73134. Except as noted below, we do not do business under
any other name.
Our agents to receive service
of process are disclosed in Exhibit "M".
We franchise the operation of
specialty retail stores offering golf equipment, supplies, related clothing and
accessories under the name Golf USA� (the "Store"). Although
initially owned through Golf USA of OKC, Inc., our wholly owned subsidiary
("Golf USA of OKC"), we have operated a Golf USA� store located at
12516 North May Avenue in Oklahoma City for 20 years, this store was relocated
to 2394 W. Memorial Rd. in Oklahoma City, in June of 2007. We currently operate
two Stores located in Oklahoma. These stores are operated as franchised Stores
on the same terms as unaffiliated Stores.
We offer you the right to
operate one Golf USA� Store at a single location described in the Franchise
Agreement. In addition, we offer Territory Development Agreements which require
the opening of multiple Stores. We also offer a "Conversion Store"
option where the owner of a currently operating independent golf store may
elect to convert to a franchised Store. In foreign countries, we offer Master
Franchise Agreements which may require the development of multiple Stores and
allow for the subfranchising of such additional Stores. Except as disclosed in
this Disclosure Document, we have no other business activities.
We aid you in the opening and
operation of your Store''s business. We sell you the initial inventory, fixtures
and supplies for your Store. The primary market for the goods and services to
be offered by your Store consists of individuals of all ages who play the game
of golf. Your competitors will be other golf retail stores, pro shops, sporting
goods sections of department stores, mail order catalog or Internet vendors and
manufacturer''s direct sales representatives and distributors. There are no
regulations specific to the industry in which the franchise business operates.
We began offering franchises in September 1989 and
have never offered franchises for other lines of business.
We formed Acumark Golf
Corporation ("Acumark") in September 1989 as a wholly owned
subsidiary to distribute the line of "Acumark�" golf clubs and
equipment through Golf USA� Stores. We formed Fairway Advertising and
Marketing, Inc. in May 1992 as a wholly owned subsidiary ("Fairway").
Fairway specialized in the development of advertising and merchandising
programs for franchisees and the Golf USA� Advertising Fund.
Effective May 1, 1995, our
subsidiaries, Golf USA of OKC, Acumark and Fairway, were merged into us. The
businesses formerly operated by our subsidiaries are now conducted directly by
us. We currently develop advertising through our division known as
"Fairway Advertising."
On January 1, 2005, we
purchased the assets of a retail clothing business formerly owned by our
President. As a result, we currently operate a retail clothing store in Oklahoma City under the name "Trends." This retail clothing business is unrelated
to our franchise operations.
In March 2006, we purchased
100% ownership in Golf USA, Europa S.L., a Spanish corporation headquartered in
Marbella, Spain ("GUSA Europa"). GUSA Europa was formerly our
Master Franchisor in Europe. GUSA Europa currently operates as our franchise
sales and support headquarters for the European continent. This arrangement
does not materially impact our operations in the United States but provides
significant purchasing and support efficiencies to our European and other
international locations.
Predecessor Our predecessor, GWB and
Associates, Inc. ("GWB"), offered consulting services to clients who
desired to open retail golf specialty stores. GWB was incorporated in Oklahoma in July 1983 and was located at 12032 North Pennsylvania, Oklahoma City, Oklahoma. GWB did not offer franchises. GWB offered assistance in site selection, interior
design, inventory selection and store opening for one year. Under the
Consulting Agreements, there were no ongoing commitments from GWB or the
clients after the opening of the store. A total of 70 stores were opened under
Consulting Agreements, of which 46 elected to become franchisees. On our
formation in April 1986, substantially all activities and contract rights of
GWB were assigned to us. GWB did not conduct a business of the type to be
conducted by you. GWB did not offer franchises in other lines of business.
