As filed with the Securities and Exchange Commission on October 31,December 24, 2008

File No.___________No .. 333-154912

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1 /A

Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AMERICA’S DRIVING RANGES, INC.

(Name of small business issuer in its charter)

78-36578365 Highway 111, #287

La Quinta, California 92253

 (760)360-9547 (PHONE)

(760) 406-5799 (FAX)

(Address and telephone number of principal executive offices and principal place of business)

Desert Corporate Services, Inc.

5940 South Rainbow Blvd.

Las Vegas, NV 89118

(888)315-0140 (PHONE)

(509) 561-4292 (FAX)(TELECOPY)

 (Name, address and telephone number of agent for service)

Copies to:

Henry C. Casden

Attorney at Law

74090 El Paseo, Suite 205

Palm Desert, California 92260

(760) 568-5966 (PHONE)

(760) 341-3635 (FAX)(TELECOPY)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.S

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective registration statement for the same offering.£

i

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.£

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.£

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.£

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

£ Large accelerated filer    £ Accelerated filer    £ Non-accelerated filer    S Smaller reporting company

Calculation of Registration Fee

$

(1)

This registration statement covers the resalesale by certain selling stockholdersthe company of up to an aggregate of 10,000,000shares of America’s Driving Ranges, Inc. common stock.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(3)

Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

ii

PROSPECTUS

SUBJECT TO COMPLETION

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

AMERICA’S DRIVING RANGES, INC.

78-36578365 Highway 111, #287

La Quinta, California 92253

10,000,000Common Shares

We have no public market for our common stock

Investing in our common stock involves risks which are described in the “Risk Factors” section beginning on page 5 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Up to 10,000,000 of the shares of common stock offered are being sold by America’s Driving Ranges, Inc. There is no minimum purchase requirement and no escrow, and the proceeds may be used by America’s Driving Ranges, Inc. in its discretion.  There is no established public market for America’s Driving Ranges, Inc.’s common stock, and the offering price has been arbitrarily determined.  America’s Driving Ranges, Inc.’s common stock is not currently listed or quoted on any quotation service.  There can be no assurance that America’s Driving Ranges, Inc.’s common stock will ever be quoted on any quotation service or that any market for America’s Driving Ranges, Inc.’s stock will ever develop. This offering is self-underwritten.  Shares will be sold by America’s Driving Ranges, Inc.’s officers and directors, without the use of an underwriter.

(1)

Before deducting expenses payable by America’s Driving Ranges, Inc., estimated at approximately $30,554.10.$50,000. This offering is self-underwritten, so America’s Driving Ranges, Inc. is not obligated to pay commissions or fees on the sales of any of the shares. This offering is for up to 10,000,000 common shares. There is no minimum contingency, and the proceeds may be used in America’s Driving Ranges, Inc.’s discretion.   

(2)

The  shares  of  Common Stock are being offered by through its officers  and  directors,  subject  to prior sale, when, as, and if delivered to and accepted by America’s Driving Ranges, Inc. and subject to the approval of  certain legal matters by counsel and certain other conditions.  America’s Driving Ranges, Inc. reserves the right to withdraw, cancel or modify the Offering and to reject any order in whole or in part.

The date of this prospectus is OctoberDecember ­­__,8, 2008.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

5

RISK FACTORS

5

USE OF PROCEEDS

9

DETERMINATION OF OFFERING PRICE

9

DILUTION

10

PLAN OF DISTRIBUTION

10

LEGAL PROCEEDINGS

11

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONSDILUTION

11

DESCRIPTIONPLAN OF SECURITIESDISTRIBUTION

11

LEGAL PROCEEDINGS

12

MARKET FOR COMMON EQUITYDIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND RELATED STOCKHOLDCONTROL PERSONS

12ER MATTERS

DESCRIPTION OF SECURITIES

13

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

14

INTERESTS OF NAMED EXPERTS AND COUNSEL

1517

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

1617

DESCRIPTION OF BUSINESS

1617

MANAGEMENT’S DISCUSSION AND ANAYLSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

19

DESCRIPTION OF PROPERTY

21

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

21

EXECUTIVE COMPENSATION

21

SECURITY OWNERSHIPDESCRIPTION OF CERTAIN BENEFICIAL OWNERSPROPERTY

22

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

23

EXECUTIVE COMPENSATION

23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

24

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

2325

FINANCIAL STATEMENTS

2325

PROSPECTUS SUMMARY

Our Business

America’s Driving Ranges, Inc. was organized on June 9, 2008 to develop a high-tech driving range.  The Company is now prepared to develop its first site in the Coachella Valley and eventually develop or license other sites with its unique combination of facilities and services. We have obtained architectural plans and specifications and have contacted a licensed general contractor experienced in the construction of concrete tilt-up construction to obtain a bid for the cost to construct and develop the proposed site in accordance with the plans and specifications.

The arrangement with the architect is to pay him from the construction financing which will come from the sale of the common stock.  The architectural fees to be paid are $40,000.  

The website is under development and will be completed after the sale of common stock has been completed.  It is anticipated that the website can be constructed for the sum of $3,200.

America’s Driving Ranges, Inc., is controlled by two individuals who devote only 25% each of their time to the business of America’s Driving Ranges, Inc.   There can be no assurance that America’s Driving Ranges, Inc.’s common stock will ever develop a market.

We have not generated any revenues since inception and have accumulated a deficit of $10,805 of which $10,000 is for legal fees payable only if all shares offered herein are sold.

Our auditors have issued a going concern opinion.

Corporate Information

Our principal executive offices are located at 78-36578365 Highway 111, #287, La Quinta, CA  92253. Our telephone number is (760) 360-9547.

The Offering

Common Stock Offered...........................................................................UpOffered.........................................................................Up to 10,000,000 shares

Common Stock Outstanding after the Offering................................................................................................... 50,000,000Offering.................................................................................................50,000,000 shares (1)

Use of Proceeds.......................................................................................Proceeds....................................................................................Construction of Driving Range

 and Working capitalCapital (see page 9)

Symbol..................................................................................................... NoneSymbol..................................................................................................None

Risk Factors............................................................................................. TheFactors..........................................................................................The shares of Common

Stock offered involves a high degree

                                                                                                             of risk and immediate substantial

                                                                                                             dilution. See "Risk Factors"

Term of offering.......................................................................................Untiloffering.....................................................................................Until April 30, 2009

 (1) Figures are based on the current outstanding shares of 40,000,000.

Summary Financial Data

The following summary financial data  should  be  read  in  conjunction  with "Management's  Discussion  and  Analysis  of Financial Condition and Results of Operations" and the Financial Statements, including Notes, included elsewhere in this Prospectus. The statement of operations data for the period inception to September 30, 2008 and the balance sheet data at September 30, 2008 come from America’s Driving Ranges, Inc’s, audited Financial Statements included elsewhere in this Prospectus. The statement of operations data for the period inception to September 30, 2008 come from America’s Driving Ranges, Inc.’s audited financial statements for that period, which are included in this Prospectus.  These statements include all adjustments that America’s Driving Ranges, Inc. considers necessary for a fair presentation of the financial position and results of operations at that date and for such periods.  The operating results for the period ended September 30, 2008 do not necessarily indicate the results to be expected for the full year or for any future period.

Summary Financial Information

References in this prospectus to “America’s Driving Ranges” “ADR,” “we,”  “us,” and “our” refer to America’s Driving Ranges, Inc.

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This prospectus contains these types of statements.  Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.  The factors listed in the “Risk Factors” section of this prospectus, as well as any cautionary language in this prospectus, provide examples of these risks and uncertainties.

RISK FACTORS

The following are risk factors, which are directly related to our business, financial condition, and this offering.  Investing in our securities involves a high degree of risk and you should not invest in the securities offered unless you can afford to lose your entire investment. You should read these risk factors in conjunction with other more detailed disclosures located elsewhere in this prospectus.

Risks Related to our Financial Condition and our Business

America’s Driving Ranges, Inc. is a development stage company with no prior operating history, which may make it difficult to evaluate our future prospects.

America’s Driving Ranges, Inc.’s prospects must be considered in light of the risks, expenses, delays and difficulties frequently encountered in establishing a new business in an industry characterized by intense competition.  Since inception, America’s Driving Ranges, Inc. has incurred losses of $35,805,$10,805, and we expect to incur net losses in the foreseeable future.  These losses are in the form of pre-operating expenses, since we have just begun operations.

Our financial status creates a doubt whether we will continue as a going concern, and, if we do not continue as a going concern, investors may lose their entire investment.

As noted in Note 3 to our financial statements, we have nominal assets and no current operations with which to create operating capital.  We seek to raise operating capital to promote and advertise our web site in an offering of our common stock on this Form S-1.  Our company's plan specifies a minimum amount of $100,000 in operating capital to operate for the next 12 months. However, there can be no assurance that such offering will be successful.

The Company has set forth its projections as to revenue, expenses and profits for the next three years, above, under “Memorandum Summary - Earnings Projections” and, below, under “Business - Earnings Projections”.  These projections are unreliable, should be viewed as goals and objectives and are of questionable value in making an investment decision.  No representation or warranty is to be inferred from these financial projections of the Company.

If we are not successful in raising at least $100,000 in the next twelve months, investors may lose their entire investment.

If we are  unsuccessful  in raising at least $100,000 from this offering for our operations during the next  twelve months, we will be unable to pay our minimum operating  expenses, and, unless  we  have  financial  contributions from  our principal,  we will be forced to temporarily  or permanently cease our operations.  This may result in investors losing their entire investment.  Neither of the officers or directors have made any financial commitments to Company in the event the Company does not raise $100,000.

We will need additional capital to fund our expected needs for working Capital and capital expenditures.

We require substantial capital to fund our business. Since our inception, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations for the foreseeable future.  We expect that the net proceeds of this offering will be sufficient to meet our expected needs for working capital and capital expenditures for at least the next 12 months. However, we may need to raise additional funds prior to the end of this period, and, if additional capital is required, we expect to attempt to sell additional shares though private placements of our stock. If we raise future capital in private offerings, depending on the terms of the private offerings, it may dilute the holdings of investors who purchase our shares in this offering beyond the dilution figures we have presented in this prospectus.  We cannot be certain that additional financing will be available to us when required on favorable terms or at all.  Our inability to obtain adequate capital would limit our ability to achieve the level of corporate growth that we believe to be necessary to succeed in our business.

We depend on our two officers who comprise the entire management team at the present time.

Our success depends on hiring, retaining and integrating senior management and skilled employees in order to expand our business.  We have only two officers; John Birchard, the President and Director of America’s Driving Ranges, Inc. and Chris Bellile, the Secretary, Chief Financial Officer and Director, who each devote approximately 25 hours per week to our business.  The loss of Mr. Birchard or Ms. Bellile could slow the growth of our business.

America’s Driving Ranges, Inc. has complete discretion in spending proceeds of this offering.

Once this offering is complete, it is possible that we may decide not to spend any of the proceeds on further development of the website and associated advertising necessary to continue operations.

The offering has no escrow, and investor funds may be used on receipt.  There is no escrow of any funds received by America’s Driving Ranges, Inc. in this offering, and any funds received may be used by America’s Driving Ranges, Inc. for any corporate purpose as the funds are received.

Risk of Dilution

As of September 30, 2008, America’s Driving Ranges, Inc.’s net tangible book value was $0, or $0 per share of common stock.  Net tangible book value is the aggregate amount of America’s Driving Ranges, Inc.’s tangible assets less its total liabilities.  Net tangible book value per share represents America’s Driving Ranges, Inc.’s total tangible assets less its total liabilities, divided by the number of

shares of common stock outstanding.  After giving effect to the sale of 10,000,000 shares at an offering price of $0.10 per share of Common stock, application of the estimated net sale proceeds (after deducting offering expenses of $30,554.10) America’s Driving Ranges, Inc’s net tangible book value as of the closing of this offering would increase from $0 to $0.02 per share.  This represents an immediate increase in the net tangible book value of $0.02 per share to current shareholders, and immediate dilution of $0.08 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock ......…………………$ 0.10

Net tangible book value per share before ............................................. $ 0.00

Increase per share attributable to new investors...................................  $ 0.02

Net tangible book value per share after offering..................................   $ 0.02

Dilution per share to new investors......................................................  $ 0.08

Percentage dilution...............................................................................    80%

Risks Related to this Offering, Our Stock Price, and Corporate Control

We have no public market for our stock and there is no assurance one will develop; you may have difficulty liquidating your investment.

There is no public market for our shares of common stock although we intend to apply for quotation on the Over-the Counter Bulletin Board (OTCBB) sometime in the future. If we are quoted on the OTCBB, there is no assurance that a market for our common shares will develop. If a market develops, there can be no assurance that the price of our shares in the market will be equal to or greater than the price per share investors pay in this offering, which was arbitrarily determined. In fact, the price of our shares in any market that may develop could be significantly lower. Investors in this offering may have difficulty liquidating their investment. We have not, as of this date, approached any broker-dealer regarding application for quotation on the OTCBB

When and if we apply for quotation on the OTCBB, the process can be time consuming and we could ultimately fail to achieve a quotation; if our stock does not become quoted on the OTCBB or we fail to maintain our listing once quoted, you may not be able to liquidate your investment.

Although we intend to apply for quotation on the OTCBB, we have no estimate as to when we might begin the process which can ultimately be time consuming and may result in failure.  In order to be quoted on the OTCBB, we are required to be a “reporting company” and we must find a broker who will submit a Form 211 application to FINRA.  We will be a “reporting company” once our registration statement is declared effective by the SEC. We will not make our application until that happens and we cannot predict how long it will take us to go through the registration process especially in light of recent rule changes related to small businesses which will be effective in early February 2008. In addition we cannot predict how long it will take to achieve a quotation once we make application although we would anticipate approximately three to nine months from when we begin the process. Once we are quoted we must continue to meet our filing obligations under the 1934 Act to maintain our quotation and such filings must be filed in a timely manner in order to avoid a temporary suspension in trading.  In addition, recent rule changes impose the requirement that if we fail to file our quarterly and annual reports in accordance with SEC time constraints more than two times in a two year period, we will lose our “listing” for one year during which time we must file each and every report on time before we can be quoted again. Therefore, if our stock does not become quoted on the OTCBB, or if it takes a long time before it is quoted on the OTCBB, or if a market fails to develop once it is quoted on the OTCBB, or if we are suspended from quotation on the OTCBB, you will have difficulty liquidating your investment.

Our shares may be considered a “penny stock” within the meaning of Rule 3a-51-1 of the Securities Exchange Act which will affect your ability to sell your shares; “penny stocks” often suffer wide fluctuations and have certain disclosure requirements which make resale in the secondary market difficult.

Our shares will be subject to the Penny Stock Reform Act, which will affect your ability to sell your shares in any secondary market, which may develop. If our shares are not listed on a nationally approved exchange or NASDAQ, do not meet certain minimum financing requirements, or have a bid price of at least $5.00 per share, they will likely be defined as a “penny stock”. Broker-dealer practices, in connection with transactions in “penny stocks”, are regulated by the SEC. Rules associated with transactions in penny stocks include the following:

·

the delivery of standardized risk disclosure documents;

·

the provision of other information such as current bid/offer quotations, compensation to be provided broker-dealer and salesperson, monthly accounting for penny stocks held in the  customers account;

·

written determination that the penny stock is a suitable investment for purchaser;

·

written agreement to the transaction from purchaser; and

·

a two-business day delay prior to execution of a trade

These disclosure requirements and the wide fluctuations that “penny stocks” often experience in the market may make it difficult for you to sell your shares in any secondary market, which may develop.

We have never paid cash or stock dividends on our common shares and this could discourage potential investors from purchasing our shares.

Potential investors should not anticipate receiving any dividends from our common stock. We intend to retain future earnings to finance our growth and development and do not plan to pay cash or stock dividends.  This lack of dividend potential may discourage potential investors from purchasing our common stock.

Our officers and directors control a significant portion of our stock which gives them significant influence on all matters requiring stock holder approval; they could prevent transactions which would be in the best interests of the other stockholders.

Our directors and officers, whose interests may differ from other stockholders, have the ability to exercise significant control over us. These individuals beneficially own approximately 100% of our common stock. These stockholders are able to exercise significant influence over all matters requiring approval by our stockholders, including the election of directors, the approval of significant corporate transactions, and any change of control of America’s Driving Ranges.  These individuals could prevent transactions, which would be in the best interests of the other shareholders. The interests of our officers and directors may not necessarily be in the best interests of the shareholders in general.

Risks Related to Current Economic Conditions and Construction

It is contemplated that construction costs may be less than originally contemplated as the demand for labor and materials has substantially diminished as a result of the current economic downturn resulting in the possibility of construction cost savings. We will be better able to asses the cost savings after all bids have been obtained and compared with the original cost estimates to develop the driving range.  

We will require the general contractor to post a completion bond for the construction of the driving range as part of the terms of the construction contract.

We expect, but have no way of proving this expectation, that the business will have positive results from commencement of operations because the cost to use the driving range will cost less than playing a round of golf.

We have limited construction experience.  We therefore contemplate hiring an experienced construction manager to oversee the construction of the driving range and to coordinate the construction with the general contractor and protect the interests of the Company with regard to letting contracts and cost savings.

Costs of Maintaining a Public Company Due to Sarbannes –Oxley Act

In order to properly comply with the Sarbannes-Oxley requirements imposed on public companies, including quarterly and annual audits and additional accounting and legal expenses, the anticipated costs for such compliance is $150,000 according to our accountants and lawyers.  The cost may be insurmountable should the Company be unable to raise capital as contemplated.

USE OF PROCEEDS

The net proceeds to America’s Driving Ranges, Inc. from the sale of the shares of common stock offered are estimated to be approximately $1,000,000 if all shares in this offering are sold. America’s Driving Ranges, Inc. intends to use these proceeds for construction, working capital and general corporate purposes, as follows:   

The following table  shows  the  Company's  use  of proceeds if 25%, 50%, 75%, and/or 100% of the shares are sold. Further, there can be no assurance that any shares will be sold in this offering.

100%

Note:  Long-term land lease for an initial term of ten years with annual rent to be $43,560 per year payable monthly with cost of living increases annually not exceeding 3 percent per year during the term.

Note:  With regard to the web-site, it is contemplated that the web-site will be informational only and not interactive.  The site will display the amenities of the driving range, the location and a phone number and hours of operation.

The allocation of the net proceeds of the Offering set forth above represents America’s Driving Ranges, Inc.’s best estimates based upon its current plans and certain assumptions regarding industry and general economic conditions and America’s Driving Ranges, Inc’s future revenues and expenditures.  If any of these factors change, America’s Driving Ranges, Inc. may find it necessary or advisable to reallocate some of the proceeds within the above-described categories.

Proceeds not immediately required for the purposes described above will be invested temporarily, pending their application as described above, in short-term United States government securities, short-term bank certificates of deposit, money market funds or other investment grade, short-term, interest-bearing instruments.

In compliance with Item 504 of Regulation S-K, the company if unable to raise the capital set forth above, will use the monies raised from the sale of common stock first for payment of offering expenses and next for working capital requirements and web-site promotion.

The allocation of the net proceeds of the Offering set forth above represents America’s Driving Ranges, Inc.’s best estimates based upon its current plans and certain assumptions regarding industry and general economic conditions and America’s Driving Ranges, Inc’s future revenues and expenditures.  

Proceeds not immediately required for the purposes described above will be invested temporarily, pending their application as described above, in short-term United States government securities, short-term bank certificates of deposit, money market funds or other investment grade, short-term, interest-bearing instruments.

DETERMINATION OF OFFERING PRICE

As of the date of this prospectus, there is no public market for our common stock. The offering price of $0.10 per share was determined arbitrarily by us and should not be considered an indication of the actual value of our company or our shares of common stock.  It was not based on any established criteria of value and bears no relation to our assets, book value, earnings or net worth.  In determining the offering price and the number of shares to be offered, we considered such factors as the price paid by both initial and subsequent investors, our financial condition, our potential for profit and the general condition of the securities market.

We decided on the offering price of $0.10 per share because we believe that the price of $0.10 per share will be the easiest price at which to sell the shares. The price of the common stock that will prevail in any market that develops after the offering, if any, may be higher or lower than the price you paid. There is also no assurance that an active market will ever develop in our securities.  You may not be able to resell any shares you purchased in this offering.  Our common stock has never been traded on any exchange or market prior to this offering.

DILUTION

As of September 30, 2008, America’s Driving Ranges, Inc.’s net tangible book value was $0, or $0 per share of common stock.  Net tangible book value is the aggregate amount of America’s Driving Ranges, Inc.’s tangible assets less its total liabilities.  Net tangible book value per share represents America’s Driving Ranges, Inc.’s total tangible assets less its total liabilities, divided by the number of shares of common stock outstanding.  After giving effect to the sale of 10,000,000 shares at an offering price of $0.10 per share of Common stock, application of the estimated net sale proceeds (after deducting offering expenses of $47,150).$50,000 if all share are sold) America’s Driving Ranges, Inc’s net tangible book value as of the closing of this offering would increase from $0 to $0.02 per share.  This represents an immediate increase in the net tangible book value of $0.02 per share to current shareholders, and immediate dilution of $0.08 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock ......………………….$ 0.10

Net tangible book value per share before ............................................. $ 0.00

Increase per share attributable to new investors...................................investors.................................... $ 0.02

Net tangible book value per share after offering..................................  offering.....................................$ 0.02

Dilution per share to new investors......................................................  $ 0.08

Percentage dilution...............................................................................    80%

PLAN OF DISTRIBUTION

The Shares shall be offered on a self underwritten basis in the States of Nevada, New York, California, Florida and in the District of Columbia, and to investors outside the Unites States.  The offering is self underwritten by the Company, which offers the Shares directly to investors through officer John Birchard,  who will offer the shares by prospectus and sales literature filed with the SEC, to friends, former business associates and contacts, and by direct mail to investors who have indicated an interest in the Company.  The offering is a self underwritten offering, which means that it does not involve the participation of an underwriter or broker.broker and will be conducted solely by the officers and directors of Company who are exempt from broker-dealer registration in reliance on Securities Exchange Act Rule 3a4-1 et.seq.

The offering of the Shares shall terminate April 30, 2009.

We reserve the right to reject any subscription in whole or in part or to allot to any prospective investor less than the number of Shares subscribed for by such investor.

We have not applied for a listing, but have an oral agreement to file a Form 211 with the FINRA for a quotation of our securities.invest.

There is no established public market for America’s Driving Ranges, Inc.’s common stock, and the offering price has been arbitrarily determined.  There can be no assurance that a public market for the common stock will ever develop.

The first $50,000$30,554.10 in capital raised from this offering will be used to pay the costs of the offering.  Funds received in the offering will be immediately available to us for use and will not be placed in an escrow or trust account.  There is no minimum number of shares that must be sold in order for us to use any of the proceeds of this offering.

LEGAL PROCEEDINGS

America’s Driving Ranges, Inc. is not subject to any pending litigation, legal proceedings or claims.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Identification of Officers and Directors

The members of the Board of Directors of America’s Driving Ranges, Inc. serve until the next annual meeting of stockholders, or until their successors have been elected.  The officers serve at the pleasure of the Board of Directors.

The current executive officers, key employees and directors of America’s Driving Ranges, Inc. are as follows:

John Birchard is the founding and current President and Director of America’s Driving Ranges, Inc. and has been since his appointment to the Board of Directors on June 9, 2008.  Mr. Birchard played on the University of Wisconsin Golf Team in 1986 and 1987.  He then transferred to Ferris State University where he earned a BS degree in Business.  John has been on the Board of Directors for the Desert Chapter PGA, since 2007.  He is currently the PGA Assistant Golf Professional at a private country clubIronwood Country Club located in South  Palm Desert, California.California and has been employed there for the past eight years.

Chris Bellile is the current Secretary, Chief Financial Officer and Director of America’s Driving Ranges, Inc. since June 9, 2008.   She earned a BS degree in Business Administration from the University of Southern California in 1975. She served several companies in administrative and accounting positions until January 2002 when she was attracted to the golf industry by Dahoon Corporation of Palm Springs, California.   Ms. Bellile is now employed by private country clubIndian Ridge Country Club located in North East Palm Desert, California.  She has vast country clubCalifornia as Director of Food and golfing industry related administrative experience.Beverage.  Prior to that she was previously

employed at Ironwood Country Club located in Palm Desert, California as Director of Food and Beverage for in excess of five years.

Directorships in Other Public Companies

Neither of our directors serves as a director of any other reporting company.

No Involvement in Certain Legal Proceedings

During the past five years, none of our executive officers/directors:

·

has filed a petition under federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any  partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

·

was convicted in a criminal proceeding or named subject of a pending criminal proceeding excluding traffic violations and other minor offenses);

·

was the subject of any order, judgment or decree, not subsequently  reversed, suspended or vacated, of any court of competent jurisdiction,  permanently or temporarily enjoining him or her from or otherwise limiting  his/her involvement in any type of business, securities or  banking  activities;

·

was found by a court of competent jurisdiction in a civil action, by the Securities and Exchange Commission or the Commodity Futures Trading Commission, to have violated any federal or state securities law, and  the judgment in such civil action or finding by the Securities and  Exchange Commission has not been subsequently reversed, suspended, or vacated.

DESCRIPTION OF SECURITIES

The authorized capital stock of America’s Driving Ranges, Inc. consists of 100,000,000 shares of Common stock, $.001 par value per share. Upon consummation of this Offering, there will be outstanding 50,000,000 shares of Common stock.

Common Stock

Holders of Common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors.

Holders of common stock do not have subscription, redemption or Conversion rights, nor do they have any preemptive rights.

Holders of common stock do not have cumulative voting rights, which mean that the holders of more than half of all voting rights with respect to common stock and Preferred Stock can elect all of America’s Driving Ranges, Inc’s directors.  The Board of Directors is empowered to fill any vacancies on the Board of Directors created by resignations, subject to quorum requirements.  

Holders of Common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available therefore, and will be entitled to receive, pro rata, all assets of the Company available for distribution to such holders upon liquidation.

All outstanding shares of Common stock are, and the Common stock offered, upon issuance and sale, will be, fully paid and non-assessable.

There are 2 shareholders of record as of the date of this prospectus.

Change in Control Provisions

There are no provisions in our charter or bylaws that would delay, defer or prevent a change in our control.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Price Range of Securities

America’s Driving Ranges, Inc.’s common stock is not listed or quoted at the present time, and there is no present public market for America’s Driving Ranges, Inc.’s common stock.  America’s Driving Ranges, Inc. has obtained a market maker who has agreed to file an application for America’s Driving Ranges, Inc.’s securities to be quoted on Financial Industry Regulatory Authority (“FINRA”) OTC Bulletin Board, upon the effectiveness of this Registration Statement, but the obtaining of a quotation is subject to FINRA approval, and there can be no assurance that America’s Driving Ranges, Inc.’s stock will be quoted on the Bulletin Board.  Thus, there can be no assurance that the FINRA will accept America’s Driving Ranges, Inc.’s market maker's application on Form 211.  Therefore, there can be no assurance that a public market for America’s Driving Ranges, Inc.’s common stock will ever develop.

No Market for Our Shares

As of the date of this prospectus and for the foreseeable future there is no public or private market for our common shares. Nor is there any assurance that a trading market will ever develop, or, if developed, that it will be sustained.  A purchaser of shares may, therefore, find it difficult to resell the securities offered herein should he or she desire to do so when eligible for public re-sales.  Furthermore, the shares are not marginal and it is unlikely that a lending institution would accept the shares as collateral for a loan.  In the event there is no market for our shares, you could suffer a total loss of all monies paid to us for your shares.  No assurance can be given that we will be able to successfully complete this initial public offering of our common stock and develop and sustain a public market for our common stock.

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Effect of Penny Stock Reform Act and Rule 15g-9

When and if we have a market for our common stock, shares will be subject to the Penny Stock Reform Act which may affect your ability to sell your shares in any secondary market.

Penny Stock Reform Act. In October 1990 Congress enacted the Penny Stock Reform Act of 1990 to counter fraudulent practices common in penny stock transactions. Under Rule 3a51-1 of the Exchange Act a security will be defined as a “penny stock” unless it is:

·

listed on approved national securities exchanges;

·

a security registered or approved for registration and traded on a national securities exchange that meets specific guidelines, where the trade is effected through the facilities of that  national exchange;

·

a security listed on NASDAQ;

·

a security of an issuer that meets minimum financial  requirements; or

·

a security with a price of at least $5.00 per share in the  transaction in question or that has a bid quotation, as defined  in the Rule, of at least $5.00 per share.

Under the Penny Stock Reform Act, brokers and/or dealers, prior to effecting a transaction in a penny stock, will be required to provide investors with written disclosure documents containing information concerning various aspects involved in the market for penny stocks as well as specific information about the subject security and the transaction involving the purchase and sale of that security. Subsequent to the transaction, the broker will be required to deliver monthly or quarterly statements containing specific information about the subject security. These added disclosure requirements will most likely negatively affect the ability of purchasers herein to sell their securities in any secondary market

Rule 15g-9 promulgated under the Exchange Act imposes additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may also affect the ability of purchasers in this offering to sell their securities in any secondary market. Newly adopted regulations will require a two-business day delay prior to execution of a trade in a penny stock by a broker dealer. These requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  

Possible Issuance of Additional Securities

We may need additional financing to grow our proposed business.  If we are able to raise additional funds and we do so by issuing equity securities, you may experience significant dilution of your ownership interest and holders of the new securities issued may have rights senior to those of the holders of our common stock.  If we obtain additional financing by issuing debt securities, the terms of these securities could restrict or prevent us from paying dividends and could limit our flexibility in making business decisions. In this case, the value of your investment could be reduced.

Transfer agent, warrant agent and registrar

The transfer agent, warrant agent and registrar for the Common stock is; American Registrar & Transfer Company, 342 East 900 South, Salt Lake City, UT 84110; telephone (801) 363-9065.

Shares Eligible for Future Sale

Upon completion of this Offering, America’s Driving Ranges, Inc. will have 50,000,000 shares of Common stock outstanding.  All shares sold in this offering will be freely transferableregistered and therefore will be able to be transferred without restriction or further registration under the Securities Act of 1933, as amended.  However, any share purchased by an affiliate (in general, a person who is in a control relationship with America’s Driving Ranges, Inc., will be subject to the limitations of Rule 144 promulgated under the Securities Act.  Of the 50,000,000 shares of Common stock that will outstanding, 40,000,000 shares of restricted stock were issued to our two directors as founders’ shares which will become eligible for resale in June 2009.

Under Rule 144 as currently in effect, a person (or persons whose shares are aggregated with those of others) whose restricted shares have been fully paid for and meet the rule's one year holding provisions, including persons who may be deemed affiliates of America’s Driving Ranges, Inc., may sell restricted securities in broker's transactions or directly to market makers, provided the number of shares sold in any three month period is not more than the greater of 1% of the total shares of common stock then outstanding or the average weekly trading volume for the four calendar week period immediately prior to each such sale.  After restricted securities have been fully paid for and held for one year, restricted securities may be sold by persons who are not affiliates of America’s Driving Ranges, Inc. without regard to volume limitations.  Restricted securities held by affiliates must continue, even after the two year holding period, to be sold in brokers' transactions or directly to market makers subject to the limitations described above.  Prior to this offering, no public market has existed for America’s Driving Ranges, Inc’s shares of common stock.  However, America’s Driving Ranges, Inc’s market maker will file an application for a quotation with the FINRA Bulletin Board, contingent upon the effectiveness of the registration statement of which this prospectus is a part.  No predictions can be made as to the effect, if any, that market shares or the availability of shares for sale will have on the market price prevailing from time to time.  The sale, or availability for sale, of substantial amounts of common stock in the public market could adversely affect prevailing market prices.

Rule 144, however, has beenas amended  effective February 15, 2008.  Under the new Rule 144,2008, provides that the holding period will decrease to six months after which resales can be made by affiliates if current public information is available, subject to volume limitations and manner of sale requirements, and subject to the filing of a Form 144.  Resales for non-affiliates under the amended Rule can be made after six months and are unlimited so long as current public information exists. After one year non-affiliates need not comply with Rule 144.

Prior to this registration, there has been no public trading market for the common stock and we cannot predict the effect, if any, that public sales of shares of common stock or the availability of shares for sale will have on the market prices of the common stock. Nevertheless, the possibility that a substantial amount of common stock may be sold in the public market may adversely affect prevailing market prices and could impair our ability to raise capital through the sale of its equity securities.

OTC Bulletin Board

We intend to apply to have our shares cleared for trading on the Over the Counter Bulletin Board (OTCBB).  We have not, as of the date of this prospectus, approached any broker-dealer regarding application for quotation on the OTCBB nor do we have a proposed symbol.

Holders

We currently have two shareholders.

Dividend Policy

America’s Driving Ranges, Inc. has never declared or paid cash dividends on its capital stock.  America’s Driving Ranges, Inc. currently intends to retain earnings, if any, to finance the growth and development of its business and does not anticipate paying any cash dividends in the foreseeable future.

Other Provisions

The validity of the Common stock offered will be passed upon for the Company by Henry Casden, Esq., Palm Desert, California.

INTERESTS OF NAMED EXPERTS AND COUNSEL

The Financial Statements of America’s Driving Ranges, Inc. as of September 30, 2008 included in this Prospectus and elsewhere in the Registration Statement have been audited by Moore & Associates, Chtd., independent public accountant for America’s Driving Ranges, Inc. as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports, given upon the authority of such firm as experts in accounting and auditing.

Counsel is not receiving any contingent interest or shares in the Company and is being paid for legal services for legal services for the registration the sum of $10,000 when all of the shares herein have been sold and for additional legal services at fees to be agreed upon in the future.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FORSECURITIES ACT LIABILITIES.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the following provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the shares being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

DESCRIPTION OF BUSINESS

The following discussion should be read in conjunction with America’s Driving Ranges, Inc. Financial Statements, including the Notes thereto appearing elsewhere in this Prospectus.

Company Overview, Business Development, History and Organization

America’s Driving Ranges, Inc. was organized on June 9, 2008 and has just recently commenced operations in June 2008.  America’s Driving Ranges, Inc. plans to erect a state of the art, high-tech golf practice and teaching facility plus full pro shop in Indio, California.  The site will be situated on approximately 10 acres.  The new facility will feature 40 driving range stations having climate compensating misters and heaters, full lighting for night usage, automatic ball dispensers, and computer aided video swing analysis.  There will be four practice, regulation holes, plus sand, chipping and putting practice areas.  A full professional and bi-lingual staff will be on hand to offer both English and Spanish instruction service to customers of all ages.

The Company’s web site has not been launched and has not been advertised or promoted yet. America’s Driving Ranges, Inc. has virtually no operations, assets or revenue and has net losses consisting of pre-operating and start up expenses, of $35,805.$10,805.  America’s Driving Ranges, Inc.’s common stock is not listed on any recognized exchange or quoted on any quotation medium.  There can be no assurance that its common stock will ever develop a market.

Plan of Operations-In General

America’s Driving Ranges, Inc.’s plan of operations is to promote the practice facilities the driving range itself.  AutomaticAccording to Golf Range Times Magazine (www.golfrangetimes.com) automatic ball spotters (automatic golf ball teeing devices,as described in Business Strategy section of Business Development on page 20 of this Prospectus) which the Company will install, have proven to increase the number of players by 10% and the number of balls hit in a given practice period by 37% according to the manufacturers of the equipment.  None of the competing facilities have offered this feature, nor do they offer bi-lingual teaching and service personnel to appeal to the broad spectrum of the market.

The Company intends a full pre-opening campaign including an exclusive story release by Golf News Magazine, formal local advertising and a direct call program on tour companies and major resorts.  The opening itself will have local government and business elite in attendance and be well covered by local media.  Continuing promotion will be via brochures and media advertising and direct calls on key resort facilities nearby.  A great deal of promotion will be done for children’s programs and senior citizen beneficial programs.

America’s Driving Ranges, Inc. presently has limitedno cash with which to satisfy any future cash requirements.  America’s Driving Ranges, Inc. will need a minimum of $100,000 to satisfy its cash requirements for the next 12 months.  In order to raise this minimum amount of capital, America’s Driving Ranges, Inc. depends on the success of this offering in selling at least 10% of the shares offered. If we are not successful in raising in selling at least 50% of the shares in this offering, we will have to seek a private placement of our stock or borrow from our principals.  We have not engaged in any private placements of our common stock to date.

Our minimum operating expenses are relatively low, and management expects that the  majority of proceeds from these offerings can be  invested in further development, promotion and advertising of the website, which should develop, within the next 12 months, sufficient  gross revenues, to support minimum operating overhead of less than $10,000 per month.  America’s Driving Ranges, Inc. does not anticipate any further research and development of any products, nor does it expect to incur any research and development costs. America’s Driving Ranges, Inc. does not expect the purchase or sale of plant or any significant equipment, other than provided for in the prospectus.  The golf equipment for rental and itdemo purposes is anticipated to be given to the Company as promotional items from such golf equipment companies as Nike, Taylor Made and Ping. Further, the Company does not anticipate any change in the number of its employees, with the exception of the fact that it intends to hire additional clerical employees. America’s Driving Ranges, Inc. has no current material commitments.  America’s Driving Ranges, Inc. has generated no revenue since its inception.

America’s Driving Ranges, Inc. has just recently commenced operations.  It has obtained a domain name for its web site, and is developing and will soon launch it.  The website is the first order of business for the company after our effective date for selling shares. It will be developed in accordance to the company’s specifications for $3,200 and be running within one week from the day the website designer begins work.  This is a priority item because of the wide use of the internet by our prospective customers and is the fastest and least expensive way to advertise.  The website will describe the proposed location of the project with artist renderings and elevations of the completed driving range.  It will also contain videos of existing automated driving ranges showing how the automated teeing machines work.  We expect to have visitors register for our grand opening and be our first customers.  

We will have a minimum overhead of $10,000 per month.  We conservatively expect to attract 100 customers a day.  These customers will hit at least one hundred balls at a cost of $0.05 per ball producing $500 per day in revenue.  That represents $15,000 per month or 33% more than required to pay our minimum overhead cost.

America’s Driving Ranges, Inc. has no current plans, preliminary or otherwise, to merge with any other entity.

America’s Driving Ranges, Inc. is still considered to be a development stage company, which has generated no revenue to date, and is dependent upon the raising of capital through placement of its common stock.  There can be no assurance that America’s Driving Ranges, Inc. will be successful in raising the capital it requires through the sale of its common stock.

Our market

Our market primarily includes golfers and golf enthusiasts in the Coachella Valley in North Indio area.

The Coachella Valley is one of the prime golf areas in the world.  There are over 90100 golf courses and four independent practice facilities in the market.  The population of this market is now in excess of 250,000 people, growing rapidly, and seasonal visitors number over 2 million people per year.  

Distribution methods of our service

The Company intends a full pre-opening campaign including an exclusive story release by Golf News Magazine,articles in local newspapers, formal local advertising and a direct call program on tour companies and major resorts.  TheWe contemplate that the opening itself will have local government and business elite in attendance and be well covered by local media.  Continuing promotion will be via brochures and media advertising and direct calls on key resort facilities nearby.  A great deal of promotion will be done for children’s programs and senior citizen beneficial programs.

Competitive business conditions; competitive position; methods of competition

The golf courses in the Coachella Valley in North Indio area have limited practice facilities which are generally for warm-up prior to regular play.  Of the four competitive sites, only two have lighting, and none offer the array of technically based services the Company will offer.  We will attract our competitor’s customers because we will have covered, heated and air conditioned hitting stations with automatic ball teeing machines.  We will be open day and night, offer golf lessons, discount golf equipment and snack bar.

Dependence on one or a few major customers

The Coachella Valley is one of the prime golf areas in the world.  ThereUnited States because there are over 90100 golf courses and four independent practice facilities in the market.market area and no other area has this concentration of golf facilities within a twelve mile radius of each other.  The Coachella Valley is the home of the Bob Hope Chrysler Classic on the PGA Tour, The Skins Game and many charitable golf tournaments held annually and other events open to the public using golf in their respective events.  The population of this market is now in excess of 250,000 people, growing rapidly, and seasonal visitors number over 2 million people per year.  Given these demographics we are not relying on one or a few major customers.

Patents, trademarks, licenses, franchises, concessions, royalty agreements, labor contracts

None.

Need for government approval

None.The property that is under negotiation is presently zoned for this type of use as a golf driving range but will need approval of all building designs and plans for development and construction of improvements.

Effects of existing or probable governmental regulations

None.

Research and development in the last two years

During the past two years, we spent no money on research.  All funds attributed to the development of our business have been included with our other operating expenses.

Costs and effects of compliance with environmental laws

None.

Number of employees

America’s Driving Ranges, Inc. presently employs John Birchard, its President and Director, and Chris Bellile, as its Chief Financial Officer, Secretary and Director who each devote approximately 25 hours per week, on the business of America’s Driving Ranges, Inc.

Reports to Security Holders

We have filed a Registration Statement on Form S-1 to which this Prospectus is made a part of with the Securities and Exchange Commission (“SEC”.)  Following the effective date of this registration statement we will be required to comply with the reporting requirements of the Securities and Exchange Act or 1934 (the “Exchange Act”.) We will file annual, quarterly and other reports with the SEC.

For further information, reference is made to the Registration Statement and to the exhibits filed therewith.  Copies of the complete Registration Statement, including exhibits may be examined at the office of the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20549, through the EDGAR database atwww.sec.gov or may be obtained from this office on payment of the usual fees for reproduction.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0300.  We are an electronic filer and will file annual, quarterly and other reports with the Securities and Exchange Commission, which will also be available atwww.sec.gov.

MANAGEMENT’S DISCUSSION AND ANAYLSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

BUSINESS STRATEGY

In Generalgeneral.  The Company has located a site to lease on a long term basis in the Coachella Valley in North Indio to erect a state of the art, high-tech golf practice and teaching facility plus full pro shop.  The site is approximately 10 acres in size. The facility will feature 40 driving range stations having climate compensating misters/heaters, full lighting for night usage, automatic ball spotters, and computer aided video swing analysis.  There will be four practice, regulation holes, plus sand, chipping and putting practice areas.  A full professional and bi-lingual staff will be on hand to offer both English and Spanish instruction service to customers of all ages.

Market and Competition.  The Coachella Valley is one of the prime golf areas in the world.  There are over 90100 golf courses and four independent practice facilities in the market.  The population of this market is now in excess of 250,000 people, growing rapidly, and seasonal visitors number over 2 million people per year.  The golf courses have limited practice facilities which are generally for warm-up prior to regular play.  Of the four competitive sites, only two have lighting, and none offer the array of technically based services the Company will offer.

Business Development.  The key to the profitability of practice facilities is the driving range itself.  AutomaticThis is due to selling the same product over and over again for the same price.  Golf balls sold to customers to hit are still the property of the Company.  A practice range golf ball will cost the company an average of $0.25 and will withstand 200 plus hits.  At 0.05 per hit, gross proceeds per ball can exceed $10.00 for a $.0.25 investment.  The pro shop will generate profit as well but nothing compared to the driving range.  According to Golf Range Times Magazine (www.golfrangetimes.com) automatic ball spotters (automated teeing devices), which the Company will install, have proven to increase the number of players by 10% and the number of balls hit in a given practice period by 37%.  None of the competing facilities have offered this feature, nor do they offer bi-lingual teaching and service personnel to appeal to the broad spectrum of the market.

The Company intends a full pre-opening campaign including an exclusive story release by Golf News Magazine, formal local advertising and a direct call program on tour companies and major resorts.  The opening itself will have local government and business elite in attendance and be well covered by local media.  Continuing promotion will be via brochures and media advertising and direct calls on key resort facilities nearby.  A great deal of promotion will be done for children’s programs and senior citizen beneficial programs.

Critical AccountingEstimates Estimates

The preparation of financial statements in conformity with accounting principals generally accepted in the United States of America required 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. On an on-going basis, we evaluate our estimates, based on historical experience, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results could differ from those estimates.

Results of Operations for the period ended September 30, 2008

America’s Driving Ranges, Inc. was incorporated on June 9, 2008, and as such has no meaningful results of operations for the period ended September 30, 2008.

Commitment and Contingencies

We have no leases in place.

Off-Balance Sheet Arrangements

None.

Liquidity and Capital Resources - Plan of Operation for the Next Twelve Months

Cash Flows and Capital Resources

America’s Driving Ranges, Inc. presently has no cash with which to satisfy any future cash requirements.  America’s Driving Ranges, Inc. will need a minimum of $100,000 to satisfy its cash requirements for the next 12 months.  In order to raise this minimum amount of capital, America’s Driving Ranges, Inc. depends on the success of this offering in selling at least 10% of the shares offered. If we are not successful in raising in selling at least 50% of the shares in this offering, we will have to seek a private placement of our stock or borrow from our principals.  We have not engaged in any private placements of our common stock to date.

Our minimum operating expenses are relatively low, and management expects that the majority of proceeds from these offerings can be invested in further development, promotion and advertising of the website, which should develop, within the next 12 months, sufficient  gross revenues, to support minimum operating overhead of less than $10,000 per month.  America’s Driving Ranges, Inc. does not anticipate any further research and development of any products, nor does it expect to incur any research and development costs. America’s Driving Ranges, Inc. does not expect the purchase or sale of plant or any significant equipment, and it does not anticipate any change in the number of its employees, with the exception of the fact that it intends to hire additional clerical employees. America’s Driving Ranges, Inc. has no current material commitments.  America’s Driving Ranges, Inc. has generated no revenue since its inception.  We conservatively expect to attract 100 customers a day.  These customers will hit at least one hundred balls at a cost of $0.05 per ball producing $500 per day in revenue.  That represents $15,000 per month or 33% more than required to pay our minimum overhead cost.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE OF AND DISTRIBUTION.

The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, all of which will be paid by America’s Driving Ranges, Inc. All amounts are estimates, other than the Securities and Exchange Commission registration fee.

Securities and Exchange Commission registration fee

$     100

Printing and engraving expenses

         50

Accounting fees and expenses

  10,000

Legal fees and expenses (other than Blue Sky)

  35,000

Blue sky fees and expenses (including legal

  and filing fees)

    1,000

Miscellaneous expenses

    1,000

              Total

$ 47,150

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The statutes, charter provisions, bylaws, contracts or other arrangements under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against any liability which they may incur in such capacity are as follows:

Section 78.751 of the Nevada Business Corporation Act provides that each corporation shall have the following powers regarding indemnification:

1)

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,  joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection  with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed  to the best interest of the corporation, and, with respect to any  criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.  

2)

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a

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director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other

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enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with  the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in  or not opposed to the best interests of the corporation.  Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement tothe corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity such expenses as the court deems proper.

3)

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

4)

Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances.  The determination must be made:

a)

By the stockholders;

b)

By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;

c)

If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel, in a written opinion; or if a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

d)

The certificate or articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the  corporation.  The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

5)

The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:

a)

Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporationor any bylaw, agreement, vote of stockholders of disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or

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for the advancement of expenses made pursuant to subsection 5,  may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause  of action.

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b)

Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

Article VII of our Amended Restated Articles of Incorporation specifically limits liability of our officers and directors and states:

“A director or officer of the Corporation shall have no personal liability to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends in violation of section 78.300 of the Nevada Revised Statutes as it may from time to time be amended or any successor provision thereto.”

Article X, Sections 1 though 7, of our Bylaws also provides specific indemnification provisions for our officers, directors, employees and or agents to the fullest extent of the law.

ITEM 15.  RECENT SALES OF SECURITIES

America’s Driving Ranges, Inc.’s management received 40,000,000 shares or restricted stock as compensation for contributing the business plan to the company and for future services. These 40,000,000 shares have been accepted as full compensation for management's services for the first year of operation.  These shares were valued at par value of $0.001.

ITEM 16.  EXHIBITS

Exhibit

Number

Exhibit Name

3.1

Articles of Incorporation  (1)

3.2

Bylaws (1)

4.1

Specimen Stock Certificate (1)

5.1

Opinion and Consent of Henry C. Casden, Esq.

23.1

Consent of Independent Accountant

23.2

Consent of Henry C. Casden (Contained in Exhibit 5.1)

99.1

Subscription Agreement (1)

II-3 (1) Previously filed with initial  Registration Statement on Form S-1 on October 31, 2008.

ITEM 17.  UNDERTAKINGS.

a.

The undersigned registrant hereby undertakes: