AMERICA'S DRIVING RANGES, INC. (Form: S-1, Received: 10/31/2008 15:04:38)

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

File No.___________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AMERICA’S DRIVING RANGES, INC.

(Name of small business issuer in its charter)


Nevada	3949	26-2797630
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

78-365 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)

(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)

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. £

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


Title of each class of securities to be registered	Number to be registered (1)	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee

Common Stock, par value $0.001	10,000,000	$0.10 per share	$ 1,000,000	$ 39.30
TOTAL	10,000,000		$ 1,000,000	$ 39.30

(1)

This registration statement covers the resale by certain selling stockholders 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.

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 .

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.

78-365 Highway 111, #287

La Quinta, California 92253

10,000,000 Common 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.


	Price to the public	Underwriting Discounts and Commissions (2)	Proceeds to the Company (1)
Per Share	$0.10	$0.00	$0.10
Total	$1,000,000	$0.00	$1,000,000

(1)

Before deducting expenses payable by America’s Driving Ranges, Inc., estimated at approximately $30,554.10. 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 October __, 2008.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

RISK FACTORS

USE OF PROCEEDS

DETERMINATION OF OFFERING PRICE

DILUTION

PLAN OF DISTRIBUTION

LEGAL PROCEEDINGS

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DESCRIPTION OF SECURITIES

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLD ER MATTERS

INTERESTS OF NAMED EXPERTS AND COUNSEL

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

DESCRIPTION OF BUSINESS

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

DESCRIPTION OF PROPERTY

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

EXECUTIVE COMPENSATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

FINANCIAL STATEMENTS

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.

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.

Corporate Information

Our principal executive offices are located at 78-365 Highway 111, #287, La Quinta, CA 92253. Our telephone number is (760) 360-9547.

The Offering

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

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

Use of Proceeds....................................................................................... Working capital

Symbol..................................................................................................... None

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

Stock offered involves a high degree of risk and immediate substantial dilution. See "Risk Factors"

Term of offering.......................................................................................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


	(Audited) Since Inception (June 9, 2008) and
	For the Period Ended
Balance Sheet Information	September 30, 2008
Current Assets	$ 3,304
Fixed Assets/Property	-
Total Assets	3,304
Total Liabilities	39,109
Accumulated Deficit	(35,805)
Total Stockholders’ Deficit	(35,805)
	(Audited) Since Inception (June 9, 2008) and
	For the Period Ended
Statements of Operations Information	September 30, 2008
Total sales revenues	$ -
General and administrative expenses	35,796
Interest expense	9
Net (Loss)	(35,805)
Net Loss Per Share	(0.00)
Weighted Average Shares Outstanding	40,000,000

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, 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.

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.

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.

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:


Use		Amount
Grading and turf installation		$ 184,000
Club house and stations		398,000
Netting and landscape		40,000
Range equipment		35,000
Parking		15,000
Automated stations		228,000
Web site promotion		3,200
Management salaries		-
Working Capital		96,800
Total		$ 1,000,000

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.

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). 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%

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.

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.

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 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:


Name	Age	Position	Director Since
John Birchard, PGA	41	President & Director	June 2008
Chris Bellile	57	Secretary, Chief Financial Officer & Director	June 2008

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 club in South Palm Desert, California.

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 club in North East Palm Desert, California. She has vast country club and golfing industry related administrative experience.

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

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.

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 transferable 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 been amended effective February 15, 2008. Under the new Rule 144, 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.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES 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. 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. Automatic ball spotters, 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 limited 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.

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

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 90 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

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.

Dependence on one or a few major customers

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

None.

Need for government approval

None.

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 at www.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 at www.sec.gov.

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

BUSINESS STRATEGY

In General . 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 90 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. Automatic ball spotters, 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.

Critical Accounting Estimate s

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.

DESCRIPTION OF PROPERTY

America’s Driving Ranges, Inc. is in the process of negotiating a long term lease for the use of 10 acres of land in North Indio, California for the driving range.

America’s Driving Ranges, Inc. mailing address is 78-365 Hwy 111, #287, La Quinta, CA 92253. The telephone number of its principal executive office is (760) 360-9547.

Our e-commerce website will be located at www.americasdrivingranges.com.

The registered and records office of the company is located at 5940 South Rainbow Blvd., Las Vegas, NV 89118.

The executive office is currently being given to the company at no charge and there are no leases in place. Until such time as it becomes necessary to hire staff, the company has no plans to lease space or purchase any property. Management utilizes space in their own homes to complete day-to-day administrative tasks.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Management and Others

Since Inception on June 9, 2008, the following transactions, series of similar transactions, currently proposed transactions, or series of currently proposed similar transactions, to which we were or are to be a party, in which the amount involved exceeded either $120,000 or one percent of the average of our total assets at the year end of our last three fiscal years, whichever is less, and in which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than five percent of our common stock, or any member of the immediate family of any of the foregoing persons is a party are as follows:

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.

EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation paid by the Company to its President and all other executive officers for services rendered to date. No salaries are being paid at the present time. There were no grants of options or SAR grants given to any executive officers during the current fiscal year.

Annual Compensation


Name and Position	Salary	Bonus	Deferred Salary
John Birchard, PGA	$ -	$ -	$ -
Chris Bellile	$ -	$ -	$ -

America’s Driving Ranges, Inc. has made no provisions for cash compensation to its officers and directors. 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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table presents certain information regarding beneficial Ownership of America’s Driving Ranges, Inc.’s common stock as of September 30, 2008, by (i) each person known by America’s Driving Ranges, Inc. to be the beneficial owner of more than 5% of the outstanding shares of Common stock, (ii) each director of America’s Driving Ranges, Inc., (iii) each Named Executive Officer and (iv) all directors and executive officers as a group. Unless otherwise indicated, each person in the table has sole voting and investment power as to the shares shown.


Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent Before Offering	Percent After Offering
John Birchard, PGA 78-650 Saguaro Dr. La Quinta, CA 92253	20,000,000	50%	40%

Chris Bellile 68-269 Pasada Road Cathedral City, CA 92234	20,000,000	50%	40%

Officers and Directors as a Group	40,000,000	100%	80%

(1) The above table is based on current outstanding shares of 40,000,000.

All Compensation

None of our named officers and directors has received any compensation (including deferred compensation, restricted stock compensation, long term incentive compensation or other) during the last three completed fiscal years

Options/SAR’s/LTIP’s

None.

Employment Contracts

We currently have no employment agreements or compensatory plan or arrangement in effect with our officers/directors.

Termination of Employment or Change in Control Arrangements

None.

Compensation Arrangements of Services Provided as a Director

We have no arrangements with our sole director for compensation regarding service on the board nor has either of our directors received any compensation for service on our board during the last fiscal year.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with our certified public accountants on accounting matters or financial disclosure.

FINANCIAL STATEMENTS

The following financial statements begin on the next page:

America’s Driving Ranges, Inc. Financial Statements – September 30, 2008 (Aud ited)

Report of Independent Registered Public Accounting Firm

F-1

Balance Sheet – September 30, 2008

F-2

Statements of Operations for the period ended September 30, 2008,

the three months ended September 30, 2008, and the

period June 9, 2008 (Inception) to September 30, 2008

F-3

Statement of Changes in Stockholders’ Deficit for the period June 9, 2008

(Inception) to September 30, 2008

F-4

Statements of Cash Flows for the period Ended September 30, 2008

and the period June 9, 2008 (Inception) to September 30, 2008

F-5

Notes to the Financial Statements

F-6

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

America's Driving Ranges, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of America's Driving Ranges, Inc. (A Development Stage Company) as of September 30, 2008, and the related statements of operations, stockholders’ equity and cash flows for the three months ended September 30, 2008 and from inception on June 9, 2008 through September 30, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of America's Driving Ranges, Inc. (A Development Stage Company) as of September 30, 2008, and the related statements of operations, stockholders’ equity and cash flows for the three months ended September 30, 2008 and from inception on June 9, 2008 through September 30, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has no source of revenue sufficient to cover its operating costs, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

October 21, 2008

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

F-1

AMERICA’S DRIVING RANGES, INC.

(A Development Stage Company)

BALANCE SHEET


		September 30, 2008

ASSETS
CURRENT ASSETS
Cash	$	3,304
Total Current Assets		3,304

Total Assets	$	3,304

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	35,000
Accrued expenses		9
Loan payable, shareholder		100
Total Current Liabilities		35,109

Loan payable		4,000
Total liabilities		39,109

Commitments and contingencies

STOCKHOLDERS' DEFICIT
Common stock
100,000,000 shares authorized at $.001 par value,
40,000,000 issued and outstanding at
September 30, 2008		40,000
Additional paid-in capital		(40,000)
Accumulated deficit during the development stage		(35,805)
Total Stockholders' Deficit		(35,805)

Total Liabilities and Stockholders' Equity	$	3,304

The accompanying notes are an integral part of these financial statements

F-2

AMERICA’S DRIVING RANGES, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Three Month Period Ended September 30, 2008 and the

Period June 9, 2008 (date of inception) to September 30, 2008



		Three Mos. Ended		June 9, 2008 (Inception)
		Sept. 30,		to Sept. 30,
		2008		2008

REVENUES	$	-	$	-

EXPENSES

General, selling and administrative expenses		35,783		35,796

NET OPERATING INCOME (LOSS)		(35,783)		(35,796)

OTHER INCOME (EXPENSE)

Interest expense		(9)		(9)

NET LOSS	$	(35,792)	$	(35,805)

NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.00)

WEIGHTED AVERAGE OUTSTANDING SHARES		40,000,000

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

F-3

AMERICA’S DRIVING RANGES, INC.

Development Stage Company

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Period June 9, 2008 (date of inception) to September 30, 2008


							Accumulated
							Deficit
					Additional		During
	Common Stock				Paid-In		Development
	Shares		Amount		Capital		Stage		Total
Balance June 9, 2008
(date of inception)	-	$	-	$	-	$	-	$	-

Issuance of common stock
for founders shares, June 9, 2008	40,000,000		40,000		(40,000)		-		-

Net loss at September 30, 2008	-		-		-		(35,805)		(35,805)

Balance September 30, 2008	40,000,000	$	40,000	$	(40,000)	$	(35,805)	$	(35,805)

The accompanying notes are an integral part of these financial statements

F-4

AMERICA’S DRIVING RANGES, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Period June 9, 2008 (date of inception) to September 30, 2008


		From
		Jun 9, 2008
		(Inception) to
		Sept. 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(35,805)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities

Changes in assets and liabilities:
Accounts payable		35,000
Accrued expenses		9
Net cash used in operating activities		(796)

CASH FLOWS FROM INVESTING ACTIVITIES		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Loans payable		100
Loans payable, shareholder		4,000
Net cash provided by financing activities		4,100

Net Change in Cash		3,304

Cash at Beginning of Period		-

Cash at End of Period	$	3,304

CASH PAID FOR:
Interest	$	-
Income taxes	$	-

NON-CASH FINANCING ACTIVITIES

Issuance of 40,000,000 common shares as founders’ shares	$	40,000

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

F-5

AMERICA’S DRIVING RANGES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2008

ORGANIZATION

America’s Driving Ranges, Inc. (the “Company”) was incorporated in the state of Nevada on June 9, 2008 for the purposes of establishing a golf practice facility and driving range.

The Company is considered a development stage company. The accompanying financial statements have been prepared in accordance with the Statement of Financial Accounting Standards No.7 (“SFAS”) "According and Reporting by Development-Stage Enterprises." A development-stage enterprise in one in which planned principal operations has not commenced or if its operations have commenced, there has been no significant revenues there from.

The Company's fiscal year end is December 31st.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Advertising

The Company expenses advertising when incurred. Since inception the Company has had no advertising.

Use of Estimates

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

Fair value of financial instruments

Financial Accounting Standards Statement No. 107, "Disclosure about Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market value of its assets and liabilities with are deemed to be financial instruments. The carrying amount and estimated fair values of the Company's financial instruments approximated their fair value due to their short-term nature.

F-6

AMERICA’S DRIVING RANGES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2008

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109 “Accounting for Income Tax”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities or a change in tax rate is recognized in income in the period that includes the enactment date.

The Company has adopted FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes”, which supplements SFAS No. 109, “Accounting for Income Taxes,” by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. The Interpretation requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date. The more-likely-than-not threshold represents a positive assertion by management that a company is entitled to the economic benefits of a tax position. If a tax position is not considered more-likely-than-not to be sustained based solely on its technical merits no benefits of the tax position are to be recognized. Moreover, the more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit. With the adoption of FIN 48, companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Any necessary adjustment would be recorded directly to retained earnings and reported as a change in accounting principle.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risk.

Basic and Diluted Net Income (Loss) Per Share

Basic loss per share excludes any dilutive effect of options, warrants and convertible securities. Basic loss per share is computed using the weighted-average number of outstanding common stocks during the applicable period. Diluted earnings per share are computed using the weighted-average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive.

As of the date of these financial statements the Company had no dilutive shares.

F-7

AMERICA’S DRIVING RANGES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2008

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. As of the date of these financial statements the Company had no cash equivalents.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS No. 160”). SFAS 160 requires companies with noncontrolling interests to disclose such interests clearly as a portion of equity but separate from the parent’s equity. The noncontrolling interest’s portion of net income must also be clearly presented on the Income Statement. SFAS 160 is effective for financial statements issued for fiscals years beginning after December 15, 2008 and will be adopted by the Company in the first quarter of fiscal year 2009. We do not expect that the adoption of SFAS 160 will have a material impact on our financial condition or results of operation.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133," as amended and interpreted, which requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format provides a more complete picture of the location in an entity's financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Early adoption is permitted. We does not expect that the adoption of SFAS No. 161 will have a material impact on its financial condition or results of operation

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles." SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of non-governmental entities that are presented in conformity with generally accepted accounting principles in the United States of America. SFAS No. 162 will be effective 60 days after the Securities and Exchange Commission approves the Public Company Accounting Oversight Board's amendments to AU Section 411. We do not expect that the adoption the adoption of SFAS No. 162 will have an impact on its financial statements.

F-8

AMERICA’S DRIVING RANGES, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

September 30, 2008

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60." SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how SFAS No. 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. SFAS No. 163 will be effective for financial statements issued for fiscal years beginning after December 15, 2008. We do not expect that the adoption of SFAS No. 163 will have a material impact on its financial condition or results of operation.

In June 2008, the FASB issued FASB SP EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities." SP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in SFAS No. 128, "Earnings per Share." SP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company is required to adopt SP EITF 03-6-1 in the first quarter of 2009 and is currently evaluating the impact that SP EITF 03-6-1 will have on its financial statements.

3. COMMON STOCK

The Company’s authorized common stock is 100,000,000 common shares with $.001 par value. As of September 30, 2008, the Company has 40,000,000 shares of common stock issued and outstanding.

In June 2008, the Company issued 40,000,000 shares of its common stock to its two directors as founders’ shares for contributing to the Company’s business plan and for the first year of services.

F-9

AMERICA’S DRIVING RANGES, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (Continued)

September 30, 2008

4. GOING CONCERN

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenues sufficient to cover its operational costs and allow it to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company in order to execute the Company’s business plan.

5. NOTE PAYABLE

In September 2008, the Company entered into a promissory note for $4,000 due in 2010 which carried 10% interest. No assets of the company have been pledged in association with this note.

6. INCOME TAXES

We did not provide any current or deferred U.S. federal income tax provision or benefit for the period presented because we have experienced operating losses since inception. Per SFAS No. 109 “Accounting for Income Tax “and FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No.109”, when it is more likely than not that a tax asset cannot be realized through future income, the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

The components of the Company’s deferred tax asset as of September 30, 2008 are as follows:


	2008
Net operating loss carryforward at 35%	$ 12,532
Valuation allowance	(12,532)
Net deferred tax asset	$ -

A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows:


	2008	Since Inception
Tax at statutory rate (35%)	$ 12,532	$ 12,532
Increase in valuation allowance	(12,532)	(12,532)
Net deferred tax asset	$ -	$ -

F-10

AMERICA’S DRIVING RANGES, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (Continued)

September 30, 2008

6. INCOME TAXES (Continued)

Upon adoption of FIN 48 at the date of inception, the Company had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. At September 30, 2008, the amount of gross unrecognized tax benefits before valuation allowances and the amount that would favorably affect the effective income tax rate in future periods after valuation allowances were $0. These amounts consider the guidance in FIN 48-1, “Definition of Settlement in FASB Interpretation No. 48”. The Company has not accrued any additional interest or penalties as a result of the adoption of FIN 48.

No tax benefit has been reported in connection with the net operating loss carry forwards in the financial statements as the Company believes it is more likely than not that the net operating loss carry forwards will expire unused. Accordingly, the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount. Net operating loss carry forwards start to expire in 2018. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

The Company files income tax returns in the United States federal jurisdiction and certain states in the United States. The Company will file its first U.S. federal return for the year ended December 31, 2008 in 2009. Once filed, this U.S. federal return will be considered an open tax year. As the Company has filed no tax returns, no tax returns are currently under examination by any tax authorities. The Company has not accrued any additional interest or penalties as a result of the adoption of FIN 48 or the delinquency of our outstanding tax returns as we have incurred net losses in those periods still outstanding.

7. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. As of September 30, 2008 the company owed officers $100 which are due on demand.

F-11

OUTSIDE BACK PAGE OF PROSPECTUS

Prospective investors may rely only on the information contained in this prospectus. America’s Driving Ranges, Inc. has not authorized anyone to provide prospective investors with different or additional information. This Prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of these securities

TABLE OF CONTENTS


Inside Front Page of Prospectus
Prospectus Summary …………………………………	3
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 Persons…………………………………………………	11	PROSPECTUS
Description of Securities………………………………	12	10,000,000 Common Shares
Market for Common Equity and Related Stockholders Matters…………………………………………………	13
Interests of Named Experts and Counsel……………...	15	October __, 2008
Disclosure of Commission Position on Indemnification for Securities Act Liabilities…………………………..	16
Description of Business……………………………….	16
Managements Discussion and Analysis of Financial Condition and Plan of Operation ……………………	19
Description of Property………………………………..	21
Certain Relationships and Related Party Transactions	21
Executive Compensation………………………………	21
Security Ownership of Certain Beneficial Owners and Management…………………………………………..	22
Changes In and Disagreements With Accountants …...	23
Financial Statements…………………………………..	23

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

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:

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.

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 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 to the 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.

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.

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:

By the stockholders;

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

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.

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.

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

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 incorporation or 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

II-2

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.

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

ITEM 16. EXHIBITS

Exhibit

Number

Exhibit Name

3.1

Articles of Incorporation

3.2

Bylaws

4.1

Specimen Stock Certificate

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

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ITEM 17. UNDERTAKINGS .

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10 (a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

Each prospectus filed by the registrant shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

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Each prospectus required to be filed as part of a registration statement in reliance on Rule 430B relating to an offering for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

ii.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a

II-5

seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-1/A2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Palm Desert, State of California, on October 25, 2008.

Pursuant to the requirements of section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly notarized

AMERICA’S DRIVING RANGES, INC.

By : /s/ John Birchard, PGA

John Birchard,

Principal Executive Officer, President and

Director

Date: October 25, 2008

By: /s/ Chris Bellile

Chris Bellile,

Chief Financial Officer, Secretary and

Director

Date: October 25, 2008

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized in the City of Palm Desert, State of California on October 25, 2008.

AMERICA’S DRIVING RANGES, INC.

Registrant

By John Birchard, PGA

President and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

NAME

TITLE

DATE

/s/ John Birchard, PGA

President, Principal Executive

October 25, 2008

John Birchard

Officer, and Director

/s/ Chris Bellile

Chief Financial Officer, Secretary,

October 25, 2008

Chris Bellile

and Director

II-7

Exhibit 3.1

ARTICLES OF INCORPORATION

ENDORSED-FILED

IN THE OFFICE OF THE

SECRETARY OF STATE

OF THE STATE OF NEVADA

JUNE 9, 2008

ROSS MILLER, SECRETARY OF STATE

ARTICLES OF INCORPORATION OF AMERICA’S DRIVING RANGES, INC.

FIRST: Name of Corporation: The name of the corporation is:

AMERICA’S DRIVING RANGES, INC

SECOND: Resident Agent Name and Street Address:

Desert Corporate Services, Inc., 5940 South Rainbow Blvd.

Las Vegas, NV 89118

THIRD: Shares: Number of shares with par value: 100,000,000;

Par Value 0.001; Number of shares without par value: -0-.

FOURTH: Governing Board: Shall be as Directors.

FIFTH: Purpose: The purpose of this Corporation shall be: Any legal business for profit.

I hereby declare that I am the person who executed the foregoing Articles of Incorporation which execution is my own act and deed.

Executed June 9, 2008, California.

/s/ John Birchard, PGA

John Birchard

Exhibit 3.2

BY-LAWS OF AMERICA’S DRIVING RANGES, INC.

BYLAWS OF AMERICA’S DRIVING RANGES, INC.

A Nevada Corporation

ARTICLE I - OFFICES

The registered office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the State of Nevada or The United States as the Board of Directors may, from time to time, determine.

ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2 - Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Business Corporation Law.

Section 3 - Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waives of notice of such meetings.

Section 4 - Notice of Meetings:

(a) Except as otherwise provided by Statute, written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Statute, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 - Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Certificate and any amendments thereof being hereinafter collectively referred to as the "Certificate of Incorporation"), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.

Section 6 - Voting:

(a) Except as otherwise provided by statute or by the Certificate of the Incorporation, any corporate action, other than the election of directors, to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy, provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation 9under its proper date.

ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be TWO ( 2 ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than one, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders permitted by statute.

(b) Except as may otherwise be provided herein or in the Certificate of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares, present in person or by proxy, entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 - Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 - Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 - Special Meetings; Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

(b) Except as otherwise required by statute, notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 - Chairman:

At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and his absence, a Chairman chosen by the Directors shall preside.

Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws.

(b) A majority of the directors present at the time and place of any Regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Certificate of Incorporation, or by these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 - Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Section 9 - Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10 - Removal:

Any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of the Corporation at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11 - Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 12 - Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally or individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the Entire Board, may from time to time designate from among its members an Executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law)as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer all hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such Resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 - Removal:

Any officer may be removed, either with or without cause, and a Successor elected by a majority vote of the Board of Directors at any time.

Section 4 - Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these by-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The president or the secretary, shall have equal authority and may affix their separate or joint signatures, along with the Corporation's seal, to all Resolution adopted by the Board of Directors. The president or secretary may make duplicate originals of any Corporate Resolution. The president shall be the chief executive officer of the Corporation.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V -SHARES OF STOCK

Section 1 - Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder's name and the number of shares, and shall be signed by (i) the Chairman of the Board of the President or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law.

(c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 - Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share Records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 - Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, or less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid of any funds available therefore, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX - AMENDMENTS

Section 1 - By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares entitled to vote in the election of directors at any annual or special meeting of shareholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

Section 2 -By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

ARTICLE X - INDEMNITY

(a) Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer of employee of the Corporation, or of any Corporation in which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

(b) The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section.

(c) The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the America’s Arbitration Association.

CERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of AMERICA’S DRIVING RANGES, INC. and that the foregoing Bylaws consisting of eleven (11) pages, constitute the code of Bylaws of the State of Nevada, as duly at a regular meeting of the Board of Directors of the corporation held June 10, 2008.

IN WITNESS WHEREOF, I have hereunto subscribed my name THIS 10TH DAY OF JUNE 2008.

/s/ Chris Bellile

Chris Bellile, Secretary

Exhibit 4.1

SPECIMEN OF COMMON STOCK CERTIFICATE

[________] NUMBER

SHARES [________]

AUTHORIZED COMMON STOCK; 100,000,000 SHARES PAR VALUE $.001 NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA Common stock CUSIP THIS CERTIFIES THAT IS THE RECORD HOLDER OF SHARES OF AMERICA’S DRIVING RANGES, INC.’S COMMON STOCK TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

[SEAL OF America’s Driving Ranges, Inc.]

/s/ John Birchard, PGA

John Birchard

/s/ Chris Bellile

Chris Bellile, Secretary

By: Patrick Day

American Registrar and Transfer Company

Salt Lake City, UT 84107

This Certificate is not valid unless countersigned by the Transfer Agent.

NOTICE: Signature must be guaranteed by a firm which is a member of a registered national stock exchange, or by a bank (other than a savings bank), or a trust company.

The following abbreviation, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common

UNIF GIFT MIN ACT - ____Custodian____

TEN ENT- as tenants by the entireties

(Cust) (Minor) JT TEN - as joint tenants with right under Uniform Gifts to Minors of survivorship and not as Act

________________________ tenants in common.

(State)

Additional abbreviation may also be used though not in above list.

FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -

-------------------------------------------------------------

________________________________________________________

______ ___ _________ (Please print or typewrite name and address including zip code of assignee)

________________________________________________________ ______

_______________________________________________________________

______ ___ _________ Shares of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint ________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of

substitution in the premises.

Dated:

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement, or any change whatever.

II-1

Exhibit 5.1

OPINION OF COUNSEL AND CONSENT

September 15, 2008

Board of Directors

America’s Driving Ranges, Inc.

78365 Highway 111, #287

La Quinta, California 92253

Gentlemen:

The undersigned is counsel for America’s Driving Ranges, Inc. I have been requested to render an opinion as to whether the 10,000,000 shares of common stock of America’s Driving Ranges, Inc. proposed to be sold pursuant to America’s Driving Ranges, Inc. Registration Statement on Form S-1 have been legally issued. It is my opinion that:

America’s Driving Ranges, Inc. is a corporation duly organized, validly existing and in good standing and is qualified to do business in each jurisdiction in which such qualification is required.

That the shares of common stock to be issued by America’s Driving Ranges, Inc. have been reserved and have been duly and properly approved by America’s Driving Ranges, Inc’s board of directors.

That the shares of common stock have been legally issued, are non-assessable when issued, and will be a valid and binding obligation of the corporation.

I hereby consent to the use of this opinion in America’s Driving Ranges, Inc’s Registration Statement on Form S-1.

Very truly yours,

/s/ Henry Casden

HENRY CASDEN

II-1

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use, in the registration statement on Form S-1 of America's Driving Ranges, Inc. (A Development Stage Company), of our report dated October 21, 2008 on our audit of the financial statements of America's Driving Ranges, Inc. (A Development Stage Company) as of September 30, 2008, and the related statements of operations, stockholders’ equity and cash flows for the three months ended September 30, 2008 and from inception on June 9, 2008 through September 30, 2008, and the reference to us under the caption “Experts.”

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

October 31, 2008

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)253-7499 Fax (702)253-7501

Exhibit 99.1

SUBSCRIPTION AGREEMENT

America’s Driving Ranges, Inc.

74-090 El Paseo, Suite 200

Palm Desert, California 92260

Gentlemen:

The undersigned represents as set forth below and subscribes to Purchase _____________Shares at $.10 per Share, for $_______________, subject to your acceptance of this subscription. There is no minimum contingency and proceeds may be used at the issuer's discretion. If any checks are delivered to any FINRA member, the member must promptly, by noon of the next business day, transmit all checks received to the issuer or any person entitled thereto. The undersigned, if an individual, is a resident of, or, if a corporation, partnership or trust, has as its principal place of business:

The state of California_______

The State of New York_____

The State of Florida_____

The District of Columbia _____Other State _____________

A State foreign to the United States. __________________

Dated:______________.

Signature: _________________________

If not an individual

__________________________________________________________

Name of Corporation, Trust, Print or type name of or Partnership Signer

______________________________________________________

State where incorporated, P.O. Box or Street Address organized, or

domiciled

_______________________________________

Print Signer's Capacity, City, State and Zip Code

_________________________

Tax ID Number

_________________________

Telefax and Phone Numbers

_________________________

Social Security