SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
Amendment No. 1
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ending December 31, 1995
Commission file number 33-4309-D
AGTsports, Inc.
(Exact name of registrant as specified in its charter)
Colorado 84-1022287
(State of incorporation) (IRS Employer ID number)
6890 South Tucson Way, Suite 202, Englewood, Colorado 80112
(Address of principle executive office) (Zip Code)
(303) 792-5000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
December 31, 1995, 18,679,313 common shares, $.001 par value per
share were outstanding.
AGTsports, Inc. &
INDEX
Page Number
PART 1.
Item 1. Financial Information
Statement Balance Sheets December 31, 1995 3
Statement of Operations
Three Months Ended December 31, 1995 and 1994 4
Statement of Cash Flows
Three Months Ended December 31, 1995 and 1994 5
Item 2. Management's Discussion and Analysis 6
PART II. Other Information
Item 1. Legal Proceedings 7
Item 2. Changes in Securities 7
Item 3. Default on Senior Securities 7
Item 4. Matters to a Vote of Security Holders 7
Item 5. Other Information 7
Item 6. Exhibits and Reports on Form 8-K 7
Signatures 8
AGTsports, Inc. &
Wholly Owned Subsidiaries
Part I, Item 1.
Quarterly Consolidation
December 31, September 30,
1995 1995
Assets
Current Assets:
Cash and cash equivalents $124,247 $16,904
Accounts Receivable -0- -0-
Inventory -0- -0-
Total Current Assets 124,247 16,904
Fixed Assets
Property, Plant and Equipment 1,313,962
1,437,466
Less: Accumulated Depreciation (893,981)
(960,685)
Total Fixed Assets 419,981 476,781
Other Assets:
Other Receivables 15,049
7,193
Other Assets 94,917 99,141
Investment 868,000
868,000
Intangibles - Net 178,335
297,224
Total Other Assets 1,156,301 1,271,558
Total Assets $1,700,529
$1,765,243
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable - Trade $195,435 $180,190
Other Liabilities 454,532 322,017
Due to Affiliates 36,088 -0-
Accrued Expenses 975,375 907,963
Current portion - long term debt 454,033 348,142
Total Current Liabilities 2,115,463
1,758,312
Long-Term Liabilities 824,196
861,204
Liability to issue common stock to affiliate -0-
3,187,349
824,196 4,048,553
Shareholders' Equity
Preferred stock -0- -0-
Common Stock 18,679 10,531
Treasury Stock (16,720)
16,720)
Unrealized Holding Gain -0- -0-
Additional Paid-In Capital 18,672,306
15,259,846
Cumulative Translation Adjustment (7,059)
(11,191)
Accumulated Deficit (19,906,336) (19,284,088)
Total Shareholders Equity (1,239,130)
(4,041,622
Total Liabilities and Shareholder's Equity 1,700,529
1,765,243
AGTsports, Inc.
& Wholly Owned Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
(A Development Stage Company)
Three Months Ended
December 31,
1995 1994
Operating Revenue
Revenue $ 31,892 $112,934
Total Operating Revenues 31,892 112,934
Expenses
Salaries and Wages 186,489 138,529
Contract Services 34,231 588,864
General and Administrative 197,133
330,632
Depreciation and Amortization 175,690
21,213
Travel and Expenses 30,588 -0-
Total Expenses 624,131
1,079,238
Operating Income (Loss) (592,239)
(966,304)
Other Income (Expenses)
Net Gain on Sale of Investment -0-
463,200
Interest Expense (30,917)
- -0-
Other Income (Expense) 1,777
2,736
Total Other Income (Expense) (29,140)
465,936
Net Income (Loss) before Extraordinary (621,379)
(500,368)
Items and Provision for Income Taxes
Extraordinary Items:
Debt Forgiveness -0-
- -0-
Net Income $(621,379)
$(500,368)
Net Income per Common Share before
Extraordinary Items (.03)
(.100)
Extraordinary Items per Common Share -0-
(.000)
Net Income per Common Share after
Extraordinary Items (.03)
(.100)
Weighted Average Shares of Common
Stock Outstanding 18,592,366
4,994,624
AGTsports, Inc.
& Wholly Owned Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
(A Development Stage Company)
Three Months Ended
December 31,
1995 1994
Cash Flows from Operating Activities
Net Income/(Loss) $(621,379)
$(500,368)
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities
Depreciation and Amortization 175,690
21,213
Gain on Sale of Investments -0-
(463,200)
Common Stock issued for Services 22,069
425,866
Common Stock issued for Obligations
3,188,289 -0-
Common Stock Issued for Investment 736,711
- -0-
(Increase) Decrease in Other Assets
(621,454) 1,224,774
Increase (Decrease) in Accounts Payable 15,245
432,090
Increase (Decrease) in Other Liabilities
(2,994,578) 1,140,165)
Net Cash Provided (Used)by Operating (99,407)
210
Activities
Cash Flows from Investing Activities
Purchase of Assets -0-
(1,399)
Cash Flows from Financing Activities
Proceeds from Issuance of Capital Stock 210,250
- -0-
Principal payments on long-term borrowings (3,500)
- -0-
Net Increase (Decrease) in Cash 107,343
(1,189)
Cash at Beginning of the Year 16,904
1,189
Cash at December 31, 1995 $124,247 -0-
AGTsports, Inc. &
Wholly Owned Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Management Representation
The accompanying unaudited interim financial statements have
been prepared in accordance with the instructions to form 10-QSB
and does not include all the information and footnotes required
by generally accepted accounting principles for complete
financial statements. In the opinion of Management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. The
results of operations for any interim period are not necessarily
indicative of results for the year. These statements should be
read in conjunction with the financial statements and related
notes included in the Company's Annual Report to shareholders on
form 10-KSB for the year ended September 30, 1995.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
In the fiscal quarter ending December 31, 1995, sales were $31,
892 as compared to $112,934 for the fiscal quarter ending
December 31, 1994. This decrease in sales was attritributed
to the Company's activity pursuant to its agreements with the
European and Australasian PGA tours. The Company incurred a loss
of $621,379 for the quarter ended December 31, 1995. The loss
was due to a large extent, to depreciation and amortization
expense of $175,690 and general and administrative expense of
$197,133 to maintain domestic and international operations. The
two foreign wholly owned subsidiaries incurred expenses of
$76,825 not including the accrued compensation of our
Managing Director in Australia.
The increase in salaries and wages during the fiscal quarter
ended December 31, 1995, as compared to fiscal quarter ended
December 31, 1994, is attributable to the Company hiring
additional key personnel in the United States and Australia. The
Company plans to continue to restructure its operational
activities. As a result of this restructuring, more
reliance on outside consultants is necessary in the Company's
pursuit of its global business plans, marketing strategies and
products. As part of a new contract executed after the close of
the quarter ended December 31, 1995, with the Ladies
Professional Golf Association (LPGA), the LPGA is making
office space available at its new international headquarters
which is currently under construction. Anticipated completion
of this facility is April 15, 1996. The Company is making
plans to move much of its operational activities to Daytona Beach,
Florida to properly manage the activities with the LPGA since
this will be a key relationship in the United States operations of
the Company. (Reference Form 8-K filed relative to the LPGA
contract.)
The significant decrease in general and administrative expenses
during the fiscal quarter ended December 31, 1995, over the same
period in the last fiscal year is attributable to the
implementation of restructuring activities of the Company to
reduce expenses initiated by the new management of the Company.
The Company has elected to amend the filing of this quarterly
report to eliminate valuations placed on the license of a Tee-Time
Reservations software package for use in Australia due to the
closing of the Australian Prospectus without attaining a minimum
level of funding as anticipated by management of AGTsports
(Australia) Ltd., although some funds were raised and placed in
escrow. The delay caused in capitalization of the Australian
subsidiary also causes delay of operations. Management has elected
to provide a conservative presentation of the values of the license
agreement associated with this activity. The License agreement
occured as part of the settlement agreement reached with American
Consolidated Growth Corporation.
Liquidity and Capital Resources
Cash and cash equivalents balance on December 31, 1995, was
$124,247.
In Management's opinion, the Company has inadequate working
capital to pursue the business opportunities that are a part of its
business plan. Management is seeking funding opportunities which
will allow implementation of its global business plans and
opportunities. While management is confident it can obtain
sufficient funding to implement part or all of its business plan,
there is no guarantee that the Company will be successful in this
respect. If management is unsuccessful, the future growth of the
Company could be substantially diminished. The liquidity of the
Company has significantly improved at December 31, 1995, over the
same period in the last fiscal year.
PART II OTHER INFORMATION
Subsequent the end of the fiscal quarter ending December 31,
1995, the Company entered into a contract with the Ladies
Professional Golf Association (LPGA). The Company is now the
"Official Technology Partner of the LPGA." The contract allows for
the two entities to explore mutually agree upon revenue sharing
opportunities related to LPGA brand and co-venture activities.
(Reference Form 8-K filed relative to the LPGA contract.)
ITEM 1 LEGAL PROCEEDINGS
None
ITEM 2 CHANGES IN SECURITIES
The Company issued 7,850,000 shares of common stock to
American Consolidated Growth Corporation (AMGC) pursuant to the
settlement agreement dated September 15, 1995, to eliminate
intercompany debts and the limited partnership of the Company. The
common stock issued represented approximately 40% of the outstanding
shares of the Company. Pursuant to the settlement agreement the 7,
850,000 shares were contributed to a partnership which provides a
tee-time reservation system to the Company. Both the Company and
AMGC are to receive royalty rights from the partnership. AMGC has
the right to receive 25% of the shares back from the partnership for
a twelve month period and take a reduced royalty payment from the
partnership. Reference the Form 10-KSB as of September 30, 1995 of
the Company.
ITEM 3 DEFAULT ON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None
ITEM 5 OTHER INFORMATION
None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
Form 8-K: December 18, 1995 to report on new auditors.
Form 8-K: December 18, 1995 to report on final negotiations with
LPGA.
Form 8-K: December 18, 1995 to report on delay of delivery of
HandWedge.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AGTsports, Inc.
Dated: May 14, 1996 By: /s/T. Alan Walls_______
T. Alan Walls
President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Dated May 14, 1996 By: /s/T. Alan Walls______
T. Alan Walls
President
Dated May 14, 1996 By: /s/T. Alan Walls
T. Alan Walls
Secretary
