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<SEC-DOCUMENT>0001144204-05-033829.txt : 20051103
<SEC-HEADER>0001144204-05-033829.hdr.sgml : 20051103
<ACCEPTANCE-DATETIME>20051103162928
ACCESSION NUMBER:		0001144204-05-033829
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20051103
DATE AS OF CHANGE:		20051103
GROUP MEMBERS:		RUTH COHEN

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GOLF TWO INC
		CENTRAL INDEX KEY:			0001171155
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940]
		IRS NUMBER:				043625550
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-81007
		FILM NUMBER:		051177336

	BUSINESS ADDRESS:	
		STREET 1:		1521 WEST ORANGEWOOD AVE
		CITY:			ORANGE
		STATE:			CA
		ZIP:			92868
		BUSINESS PHONE:		7146331400

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COHEN STEPHEN M
		CENTRAL INDEX KEY:			0001187108

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		215.545.2863

	MAIL ADDRESS:	
		STREET 1:		1604 LOCUST STREET
		STREET 2:		THIRD FLOOR
		CITY:			PHILADELPHIA
		STATE:			PA
		ZIP:			19103
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>v028307_sc13d.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    SCHEDULE
                                       13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                             Radiant Logistics, Inc.
                             -----------------------
                                (Name of Issuer)

                    Common Stock, $0.001 par value per share

                         (Title of Class of Securities)

                                   75025X 10 0
                                   -----------
                                 (CUSIP Number)

                                Stephen M. Cohen
                          1604 Locust Street, 3rd Floor
                             Philadelphia, PA 19103
                                 (215) 545-2863
                                 --------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                October 18, 2005
                                ----------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13D to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-l (e), 240.13d-l (f) or 240.13d-l(g), check
the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d- 7 for other
parties to whom copies are to be sent.

(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.

<PAGE>

CUSIP No. 75025X 10 0
- --------------------------------------------------------------------------------
1.    Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).

      Stephen M. Cohen
- --------------------------------------------------------------------------------
2.    Check the Appropriate Box if a Member of a Group (See Instructions)
            (a)    ............................................................X
            (b)    .............................................................
- --------------------------------------------------------------------------------
3.    SEC Use Only..............................................................
- --------------------------------------------------------------------------------
4.    Source of Funds (See Instructions) PF
- --------------------------------------------------------------------------------
5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e)
- --------------------------------------------------------------------------------
6.    Citizenship or Place of Organization
             US Citizen
- --------------------------------------------------------------------------------
Number of Shares        7. Sole Voting Power
Beneficially                    4,404,176
Owned by Each        -----------------------------------------------------------
Reporting Person        8. Shared Voting Power
With

- --------------------------------------------------------------------------------
9.    Sole Dispositive Power
      4,404,176
- --------------------------------------------------------------------------------
10.   Shared Dispositive Power
- --------------------------------------------------------------------------------
11.   Aggregate Amount Beneficially Owned by Each Reporting Person
      4,404,176
- --------------------------------------------------------------------------------
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
      Instructions)
- --------------------------------------------------------------------------------
13.   Percent of Class Represented by Amount in Row (11)                15.6%
- --------------------------------------------------------------------------------
14.   Type of Reporting Person (See Instructions)                       IN
- --------------------------------------------------------------------------------

<PAGE>

CUSIP No. 75025X 10 0
- --------------------------------------------------------------------------------
1.    Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only). Ruth Cohen
- --------------------------------------------------------------------------------
2.    Check the Appropriate Box if a Member of a Group (See Instructions)
            (a)    ............................................................X
            (b)    .............................................................
- --------------------------------------------------------------------------------
3.    SEC Use Only..............................................................
- --------------------------------------------------------------------------------
4.    Source of Funds (See Instructions) PF
- --------------------------------------------------------------------------------
5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e)
- --------------------------------------------------------------------------------
6.    Citizenship or Place of Organization
                  US Citizen
- --------------------------------------------------------------------------------
Number of Shares        7. Sole Voting Power         0
Beneficially
Owned by Each        -----------------------------------------------------------
Reporting Person        8. Shared Voting Power       0
With
- --------------------------------------------------------------------------------
9.    Sole Dispositive Power   0

- --------------------------------------------------------------------------------
10.   Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11.   Aggregate Amount Beneficially Owned by Each Reporting Person      0

- --------------------------------------------------------------------------------
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
      Instructions)
- --------------------------------------------------------------------------------
13.   Percent of Class Represented by Amount in Row (11)                0%
- --------------------------------------------------------------------------------
14.   Type of Reporting Person (See Instructions)                       IN
- --------------------------------------------------------------------------------

ITEM 1. SECURITY AND ISSUER

The class of equity security to which this statement relates is the common
stock, $.001 par value per share (the "Common Stock"), of Radiant Logistics,
Inc., a Delaware corporation (the "Company"). The address of the principal
executive offices of the issuer is 1604 Locust Street, 3rd Floor, Philadelphia,
PA 19103.

ITEM 2. IDENTITY AND BACKGROUND

This statement is being filed by Stephen M. Cohen and Ruth Cohen, both of whom
are US citizens. Mr. Cohen is the General Counsel of Radiant Logistics. Mr. and
Mrs. Cohen's business address is 1604 Locust Street, 3rd Floor, Philadelphia, PA
19103. The shares of Common Stock identified herein are owned of record by Mrs.
Cohen. Mr. Cohen has the sole power to vote and dispose of the shares.

Neither Mr. Cohen nor Mrs. Cohen has, during the past five years: (i) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction for which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws, or (ii) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Mrs. Cohen acquired 1,258,333 shares of Common Stock on October 18, 2005 from
Daniel Bernstein, an individual, in a private transaction for an aggregate
purchase price of six thousand and fifty dollars ($6,050). The source of funds
was personal funds.

<PAGE>

ITEM 4. PURPOSE OF TRANSACTION

The shares were acquired for investment purposes. Concurrent with the closing of
the purchase of the shares, Mr. Cohen was appointed Treasurer, Secretary and
Director of the Company. As reported by the Company in its Current Report on
Form 8-K dated October 18, 2005, the forgoing transaction resulted in a change
in control of the Company pursuant to which the Company has discontinued its
former business model, amended its certificate of incorporation to change its
name to Radiant Logistics, Inc., and intends to reposition itself as a global
transportation and supply chain management company through the strategic
acquisition of regional best-of-breed non-asset based transportation and
logistics service providers. Provided it can secure adequate funding to finance
its growth objectives, the Company plans to achieve this objective by completing
an initial platform and other follow on acquisitions.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) This filing relates to 4,404,166 shares of Common Stock of the Company
representing 15.6% of the issued and outstanding shares of Common Stock.
Although Mrs. Cohen is the sole record owner and sole economic beneficiary of
the shares, she intends to rely solely and exclusively upon the advice of Mr.
Cohen with respect to the voting and disposition of the shares. Accordingly, Mr.
Cohen is deemed to be the beneficial owner of the shares for the purposes of the
federal securities laws.

(b) Mr. Cohen has the sole power to vote or direct the vote of and sole power to
dispose or direct the disposition of all of the 4,404,166 shares of Common
Stock.

(c) Other then the transaction described in Item 3, no other transactions in the
Common Stock of the Company have been effected in the past 60 days by Mr. Cohen
or Mrs. Cohen.

(d) No other persons have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the shares which are
the subject of this filing.

(e) Not applicable

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

There are no contracts, arrangements, understandings or other understandings
between Mr. Cohen or Mrs. Cohen and any other person with respect to any
securities of the Company.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

99.1  Share Purchase Agreement dated October 18, 2005 by and between Daniel
      Bernstein and Ruth Cohen.

99.2  Schedule 13D Joint Filing Agreement dated October 27, 2005 by and between
      Stephen M. Cohen and Ruth Cohen.


                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.




Dated: October 31 2005


/s/ Stephen M. Cohen
- -----------------------------------
Stephen M. Cohen

Dated: October 31, 2005


/s/ Ruth Cohen
- -----------------------------------
Ruth Cohen

<PAGE>

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) SEC 1746 (11-03)





























































































































































































































































































































































</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v028307_ex99-1.txt
<TEXT>
EXHIBIT 99.1

                            SHARE PURCHASE AGREEMENT

Re:   Purchase of shares of common stock that are "restricted securities" (the
      "Common Stock") of Golf Two, Inc., a Delaware corporation ("Golf Two"),
      pursuant to this Share Purchase Agreement (the "Agreement")

Dear Daniel Bernstein:

      The undersigned (the "Buyer") offers to purchase common stock of Golf Two
from you (the "Seller") as follows, to-wit:

                                    RECITALS:

      WHEREAS, it is intended that the Buyer, or an affiliate thereof, will be
appointed as an officer and director of Golf Two; and

      WHEREAS, the Buyer, in conjunction with being appointed an officer and
director of Golf Two desires to purchase 1,258,333 shares of common stock (the
"Common Stock") from Seller;

      NOW, THEREFORE, the parties hereto do hereby agree as follows:

      A.    The Seller is the owner of the Common Stock that the Seller wishes
            to sell to the Buyer for good and valuable consideration, and that
            the Buyer wishes to purchase the Common Stock from the Seller for
            good and valuable consideration.

      B.    Golf Two is a publicly-held company, having previously and lawfully
            offered and sold a portion of its securities in accordance with
            applicable federal and state securities laws, rules and regulations.
            Golf Two files reports with the Securities and Exchange Commission
            under Section 13 of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act"), and the Seller and the Buyer have been
            provided with access to all reports of Golf Two via the EDGAR system
            of the Securities and Exchange Commission that have been filed by or
            with respect to Golf Two during the past 12 months and longer.

      C.    The Buyer has reviewed the reports filed by Golf Two under the
            Exchange Act. The Buyer is also aware that there is no current
            "established trading market" for the common stock of Golf Two which
            common stock is quoted on the OTC Bulletin Board of the National
            Association of Securities Dealers, Inc. (the "NASD") and that it is
            uncertain at this time whether there will be any future market for
            the common stock of Golf Two; and that the purchase price being paid
            for the Common Stock bears no relationship to assets, book value or
            other established criteria of value.

      D.    The Buyer represents and warrants the following as an additional
            inducement for the offer outlined in this Agreement to purchase the
            Common Stock, to-wit:

      (i)   The Buyer is not relying on any representation or warranty of the
            Seller whatsoever, except those representations and warranties
            contained in this Agreement;

      (ii)  The Buyer has conducted the Buyer's own investigation of the risks
            and merits of an investment in Golf Two, and to the extent desired,
            including, but not limited to a review of Golf Two's books and
            records, financial and otherwise, its annual, quarterly and current
            reports and any registration statements contained in the Edgar
            Archives of the Securities and Exchange Commission, and has had the
            opportunity, to the extent that Buyer deemed reasonable or
            necessary, to discuss this documentation with the directors and
            executive officers of Golf Two;

<PAGE>

            to ask questions of these directors and executive officers; and that
            to the extent requested, all such questions have been answered
            satisfactorily;

      (iii) The Buyer is an "accredited investor" as that term is known or
            defined under applicable United States securities laws, rules and
            regulations, and/or is fully capable of evaluating the risks and
            merits associated with the execution of this Agreement and the
            purchase of the Common Stock hereunder, without qualification;

      (iv)  The Buyer has full power and authority to execute and deliver this
            Agreement, without qualification;

      (v)   The Buyer is purchasing the Common Stock for the Buyer's own account
            only, and not for the account of or in concert with any other person
            or entity, and there are no arrangements, understandings or
            agreements, written or oral, respecting the subsequent resale of any
            of the Common Stock;

      (vi)  The Buyer will fully comply with all provisions of United States and
            state securities laws, rules and regulations in the resale of any of
            the Common Stock acquired hereunder, and will timely make all
            required filings regarding beneficial ownership of the Common Stock
            with the Securities and Exchange Commission, as may be applicable;

      (vii) The Buyers is aware of the so-called "Wulff Letter" that is attached
            hereto as Exhibit A and incorporated herein by reference, and
            understands that if the Securities and Exchange Commission takes the
            position in the future that the Common Stock being purchased
            hereunder is subject to resale under the Wulff Letter, that the
            Buyer may be required to have the resale of such Common Stock
            registered with the Securities and Exchange Commission prior to
            resale.

      (viii) The Buyer has not: (a) been party to any adverse proceeding brought
            by the Securities and Exchange Commission or any similar state
            agency; (b) any material criminal proceeding regarding the purchase
            or sale of securities or other crimes, excluding only misdemeanor
            crimes; or (c) filed bankruptcy proceedings within the past five
            years;

      (ix)  The Buyer is able to pay Buyer's debts as they become due, and Buyer
            (a) is currently solvent; (b) has not made any general or other
            assignment for the benefit of creditors; and (c) is not party to any
            material proceeding that would have an adverse effect on the Buyer's
            assets; and

      (xi)  The funds that the Buyer is utilizing to purchase the Common Stock
            being acquired hereunder are lawful funds of the Buyer that were
            earned or acquired by or paid to the Buyer for lawful purposes.

      Accordingly, the parties hereto (subject to the Seller's acceptance
hereof) agree as follows:

      E. The Buyer hereby offers to purchase the Common Stock from the Seller,
free and clear of any liens, encumbrances and/or other restrictions whatsoever,
except those related to "restricted securities" as defined in Rule 144 of the
Securities and Exchange Commission or those outlined herein or in any attachment
hereto, and the Seller agrees to sell to the Buyer the Common Stock, free and
clear of any such liens, encumbrances and/or restrictions whatsoever, except
those related to "restricted securities" as defined in Rule 144 of the
Securities and Exchange Commission or those outlined herein or in any attachment
hereto.

      F. The purchase price of the Common Stock shall be as set forth in the
signature page attached hereto, payable on payment and delivery of the Common
Stock by the Seller to the Buyer for purchase and sale under this Agreement,
which shall occur upon the closing of this Agreement. The closing date shall
occur on or about October 12, 2005, however, shall be contingent upon: (i) the
Company having provided notice to its stockholders as required under Schedule
14F under the Securities Exchange Act of 1934 (advising of a change of control
in which new directors are to

<PAGE>

be appointed); (ii) the Board of directors of the Company having resolved to
effect a 3.5 to 1 forward stock split (in the form of a stock dividend); and
(iii) the Company having notified the NASD about the stock dividend (in the
manner similar to Rule 10b-17 under the Securities Exchange Act of 1934).
Buyer's obligation to complete the closing shall be contingent upon: (1) the
absence of any occurrences which could have a material adverse effect upon Golf
Two, not otherwise disclosed within its Exchange Act Reports; and (2) the
representations and warranties of Seller continue to be, in all material
respects, true and correct as of such closing date.

      G. At the closing:

      1. Certificates representing the Common Stock shall be delivered to the
      Buyer in exchange for payment by the Buyer to the Seller as required
      herein, which payment shall be subject to the transfer of the Common Stock
      into the Buyer's name and delivery of the stock certificate representing
      the Common Stock to the Buyer by Federal Express, priority delivery, which
      stock certificate shall bear no restriction or notation except those
      governing "restricted securities" as outlined in Rule 144.

      2. Seller, together with David Bennett, shall resign from their positions
      as the sole officers and directors of the Company.

      3. Seller shall turn over to Buyer all stock books, minutes, resolutions,
      governing documents and books and records of the Company.

      H. By acceptance of this offer, the Seller, to the best of his knowledge,
      hereby covenants and warrants:

      1. That he has the right to sell, transfer, convey and assign the Common
      Stock, without qualification.

      2. That he has done no act to encumber the Common Stock.

      3. That he is an "affiliate" of Golf Two.

      4. Golf Two is a corporation duly organized, validly existing and in good
      standing under the laws of Delaware. Golf Two has the corporate power and
      authority to carry on its business as now conducted and as proposed to be
      conducted. In addition, Golf Two is not in violation of its Certificate of
      Incorporation or Bylaws, nor has Golf Two received notice from the
      Secretary of State for the State of Delaware that such Secretary of State
      has any reason for terminating the existence of Golf Two.

      5. Golf Two is able to carry on its business as now conducted and Golf Two
      has the corporate power to own, lease and operate Golf Two's property and
      assets.

      6. The Seller has the legal capacity and authority to make the
      representations and warranties embodied in this Agreement and on behalf of
      Golf Two. These representations and warranties are fully enforceable
      against Seller in accordance with their terms, except as such
      enforceability may be limited by law.

      7. All issued and outstanding shares of Golf Two have been duly authorized
      and validly issued, are fully paid and non-assessable, are not subject to
      any claim, lien, preemptive right or right of rescission, and have been
      offered, issued and sold by Golf Two, to the best of Seller's knowledge,
      information and belief, in compliance with all registration or
      qualification requirements, or applicable exemptions therefrom, of all
      applicable securities laws, Golf Two's Certificate of Incorporation, all
      other corporate or charter documents, and all agreements to which Golf Two
      is a party.

      8. Golf Two has no options, warrants, convertible or other securities,
      calls, commitments, conversion privileges, preemptive rights or other
      rights or agreements outstanding to purchase or

<PAGE>

      otherwise acquire, whether directly or indirectly, any of Golf Two's share
      capital or any security convertible into or exchangeable for any shares of
      Golf Two's capital stock or obligating Golf Two to grant, issue, extend,
      or enter into, any such option, warrant, convertible or other security,
      call, commitment, conversion privilege, preemptive right or other right or
      agreement. Golf Two has no liability for any dividends accrued but unpaid.
      In addition, there are no outstanding registration rights relating to the
      shares of Golf Two.

      9. As of the date of this Agreement, there is no action, suit,
      arbitration, mediation, proceeding, claim or investigation pending against
      Golf Two or against any officer or director of Golf Two, or to the best of
      the knowledge of Seller, against any employee or agent of Golf Two in
      their capacity as such or relating to their employment or relationship
      with Golf Two, before any court, administrative agency or arbitrator. To
      the best of Golf Two's knowledge, there is no judgment, decree,
      injunction, rule or order of any governmental entity or agency, court or
      arbitrator outstanding against Golf Two.

      10. As of the date of this Agreement, all reports (collectively, the
      "Exchange Act Reports") which have been required to be filed by Golf Two
      under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
      have been filed under the Exchange Act and the rules and regulations of
      the Commission thereunder and do not include any untrue statement of a
      material fact or omit to state any material fact necessary to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading. The Exchange Act Reports, when they were filed
      with the Commission, conformed in all material respects to the
      requirements of the Exchange Act and the rules and regulations of the
      Commission thereunder. To the best of the knowledge of Seller, no former
      or current officer or director of Golf Two has ever been sanctioned,
      disciplined, fined or imprisoned for any violation of the securities laws
      of the United States of America or any other jurisdiction. To the best of
      the knowledge of Seller, there is no order preventing or suspending the
      trading of the securities of Golf Two has been issued by the Securities
      and Exchange Commission or any similar regulatory agency and Golf Two is
      not aware of any justification for such an order to be issued.

      11. All material liabilities of Golf Two are properly reflected in the
      financial statements included within its Exchange Act Reports.

      12. Seller has no knowledge of any present or future condition, state of
      facts or circumstances which has affected or may affect adversely the
      business of Golf Two or prevent Golf Two from carrying on its business.

      13. This Agreement, and any documents furnished by Seller do not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary to make the statements contained herein not misleading. There is
      no fact known to Seller which is not disclosed in this Agreement which
      materially adversely affects the accuracy of the representations and
      warranties contained herein.

      14. Since the date of Golf Two's financial statements covering the period
      through June 30, 2005: (a) there has been no change in the outstanding
      capital stock of Golf Two; and (b) there has been no material adverse
      change in the financial condition of Golf Two from the financial condition
      stated in such financial statements.

      15. There are no contracts, agreements or understandings between Golf Two
      and any person in connection with the sale of the Shares covered by this
      Agreement that would give rise to a valid claim against Golf Two or the
      Buyer for a brokerage commission, finder's fee or other like payment.

      16. Golf Two has filed all necessary federal and state income and
      franchise tax returns and has paid all taxes shown thereon as due, and
      there is no tax deficiency that has been or, to Seller's knowledge, might
      be asserted against Golf Two. All tax liabilities are adequately provided
      for on the books of Golf Two.

<PAGE>

      I.    The Seller and the Buyer agree that any action based upon this
            Agreement or any of the matters covered hereby shall be brought only
            in the federal and state courts situated in the State of California,
            County of Orange.


                           COUNTERPART SIGNATURE PAGE

This Counterpart Signature Page for that certain Restricted Share Purchase
Agreement (the "Agreement") dated October 18, 2005, among the undersigned, by
which the undersigned, through execution and delivery of this Counterpart
Signature Page, intend to be legally bound by the terms of the Agreement.


                                            BUYER:


                                            Ruth Cohen


Dated: October 18, 2005                     By /s/ Ruth Cohen
                                               --------------
                                                (Signature)




                                            SELLER:

                                            Daniel Bernstein

Dated: October 18, 2005                     /s/Daniel Bernstein
                                            -------------------
                                            (Signature)

Number of Shares Sold: 1,258,333

Cash Consideration:    $6,049.68
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>v028307_ex99-2.txt
<TEXT>
EXHIBIT 99.2

                       SCHEDULE 13D JOINT FILING AGREEMENT

      In accordance with the requirements of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, and subject to the limitations set forth
therein, the parties set forth below agree to jointly file the Schedule 13D to
which this joint filing agreement is attached, and have duly executed this joint
filing agreement as of the date set forth below.

Dated:   October 31, 2005



/s/ Stephen M. Cohen                                 /s/ Ruth Cohen
- ---------------------------                          ---------------------------
Stephen M. Cohen                                     Ruth Cohen



                                  End of Filing


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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