AGTSPORTS INC, 10KSB, 1996-01-16

AGTSPORTS INC
10KSB, 1996-01-16
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ending September 30, 1995
Commission File Number 0-21914

AGTSPORTS, INC.
(Exact name of registrant as specified in its charter)

COLORADO 84-1165916
(State of incorporation) (I.R.S. Employer Identification No.)

6890 S. TUCSON WAY, SUITE 202, ENGLEWOOD, COLORADO 80112
(Address of principle executive offices) (Zip Code)

(303) 792-5000
(Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:

Title of Class
COMMON STOCK $.001 PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of Securities Exchange Act of 1934 during the
preceding 12 months (or for such a 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is contained in this form and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $625,170.
The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed as the average bid and asked prices as of September 30,
1995, was $19,857,719.

The number of shares of Common Stock, $.001 par value, outstanding on
September 30, 1995 was 10,530,972 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference are found in Item 13.

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TABLE OF CONTENTS

PART I 3

Item 1. Description of Business 3
Item 2. Description of Property 9
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10

PART II 10

Item 5. Market for Common Equity and Related
Stockholder Matter 10

Item 6. Management's Discussion and Analysis or Plan
of Operation 11
Item 7. Financial Statements 13
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 13

PART III 13

Item 9. Directors and Executive Officers, Promoters and
Control Persons; Compliance with Section 16(a)
of the Exchange Act 13
Item 10. Executive Compensation 15
Item 11. Security Ownership of Certain Beneficial Owners
and Management 15
Item 12. Certain Relationships and Related Transactions 16
Item 13. Exhibits and Reports on Form 8-K 17

SIGNATURES 18

FINANCIAL STATEMENTS AND SCHEDULES F-1

<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

ORGANIZATION

AGTsports, Inc. has been a developmental Colorado corporation since 1991
and intends to engage in the marketing and development of a global computer
information network for the recreation industry, including in particular the
proprietary system called The Golf Players System-TM- (GPS). AGTsports, Inc.
(the "Company"), was incorporated under the laws of the State of Colorado on
January 6, 1986, under the name, American Merger Control, Inc., as a blind
pool for the purpose of investing in any and all types of assets, properties
and businesses.

On May 15, 1991, the Company entered into an agreement with American
Consolidated Growth Corporation (ACGC) to acquire a division of ACGC known as
Advance Golf Technologies, Inc. ("AGT"). The Company issued 15,851,940
shares (Pre 1 for 10 reverse split.) to ACGC. Pursuant to this agreement,
the Company formally established the name "Advance Golf Technologies, Inc."
as its trade name or dba. As a result of this transaction, ACGC became the
majority shareholder of the Company in 1991. In September 1995, ACGC
developed a new relationship with the Company as a result of a settlement
agreement. See (Certain Relationships and Related Transactions).

In May 1993, the Company reverse split its common stock on the basis of
one share for every ten shares previously outstanding. In June 1993, the
Company changed its name to AGTsports, Inc. The Company has not been subject
to any bankruptcies, receiverships or similar proceedings.

PROPOSED BUSINESS

The Company's specific focus is to create a family of strategically
located subsidiary and affiliate companies that will develop a global
computer information network for the recreation industry. The network is
called The Golf Players System Network-TM- (GPSN) and blends leading edge
hardware technology with a series of proprietary software modules. This
unique integrated system allows individuals, recreational facilities and
corporations to link together forming a golf information network. This
system's integration process enables AGTsports, Inc. and its golf technology
partners or subsidiaries to act as a single point of technology contact. The
Company will plan, design, implement and manage solutions that integrate
hardware, software and services to address a customer's business needs and
specific organizational requirements.

The Company plans to build a series of wholly or partially owned
companies that will be responsible for the operation and expansion of the
network in a particular region of the world including all marketing and sales
decisions for each region or country. Each Company will begin to link its
local consumers together to form a local area network with access to a
national or geographic wide area network. AGTsports, Inc. then links each of
these organizations together forming the global GPS network. Regional
headquarters will be strategically located throughout the world. Initially,
these companies are planned to be wholly owned by AGTsports, Inc., except in
countries like Japan where the amount of foreign ownership is restricted.
Gradually, ownership will change over to the local companies or individuals
within each geographic region and AGTsports, Inc. will retain a revenue,
rather than an ownership, position within each subsidiary.

AGTsports, Inc. has taken a unique approach to providing business
solutions for recreation markets. The Company has developed numerous
Microsoft Windows-TM- driven software products that manage networked
applications. This allows AGTsports to introduce recreational participants,
organizations and businesses to many different software applications that are
easy to use. Once users become familiar with these unique products and
services, the Company can provide them with other innovative business or
consumer service applications.

<PAGE>

PRODUCTS OF AGTSPORTS, INC

THE GOLF PLAYERS SYSTEM

The Company has developed an integrated software package for the golf
industry. The Golf Players System-TM- (GPS) is a complete tournament
management and statistical analysis system that is the front end for the
network being built by the Company. The GPS has the ability to set up,
handicap and score tournaments using the standard handicaps sanctioned by
national and international golf associations (U.S.G.A., Royal & Ancient,
etc.). Additionally, the Company has formultated a proprietary handicap
(Players Merit-TM-) and course rating (Course Merit-TM-) method based on real
data rather than subjective evaluation. This tournament scoring method lets
the Company manage competitions played simultaneously on multiple courses.
By networking golf courses, associations, corporations and individual
golfers, the Company can also provide a variety of products and services to
all facets of the golf industry.

The GPS system uses a specially designed, copyrighted scorecard that can
be optically scanned. Each mark on the card can generate over 1,100
different statistics on golfer ability and course difficulty. The golf
course can be rated after 50 rounds of golf are played by golfers
representing different skill levels. However, the more data on a golf
course, the more accurate the course rating. At 500 rounds, the course will
hit its statistical tolerance (meaning it will not move very much). The
course is constantly being re-rated as it weighs the most recent 50 rounds
after it hits statistical tolerance on any given golf course. This will help
golfers when they must play in bad weather or in seasons when golf courses
can play much differently. This concept is very similar to the "Standard
Scratch" theory used by the R & A, Union of Ireland and Australia. In
essence, they change what we would call par in the United States to reflect
the current conditions. The difference being, the GPS uses hard data and
these other systems use a subjective judgment. Using this technology, the
average U.S. course can be rated in less than a week.

The Players Merit-TM- and the Course Merit-TM- are the factors
comprising the Company's proprietary handicapping method. The Players
Merit-TM- is the equitable computation of a golfer's ability level derived
from the proper input of real data by the player or system administrator.
Course information (i.e. bunkers, penalty shots and excessive putts) is
figured into the Course Merit-TM-whereas the physical strokes, tee to green,
are part of the Players Merit-TM-with an adjustment for course distance.

Additionally, all accumulated course information generates a course
difficulty rating for each tee box and every level of ability. These Course
Merits are 'real time' and based on real data. The GPS Course Merits are
derived from how each level of ability plays the course. The USGA's slope
rating is the same for all skill levels.

The GPS and on-line network are written for the Microsoft NT and Windows
environment, making the system very user friendly. The GPS gathers data
using optical scanning, touch screen and standard input devices. These
combined technologies enable the system to compute statistical analysis,
time-efficient tournament scoring and the Company's proprietary handicap
method. The basic GPS contains 24 separate modules which are currently in
various stages of development. The GPS begins with a core statistical
software program that administers player and course information and lets the
user access additional applications and service modules. One of these
modules, International Handicapping, calculates the handicap formulas used by
golf associations throughout the world. This International Handicapping
module is an integral part of tournament management. An individual league,
corporation, golf course or local organization can use any one of the
different mathematical equations to score their competitions as they wish.
It is not the Company's intent to sanction handicaps used by the various
other golf associations with the exception of the Players Merit.-TM-

<PAGE>

A Tournament Statistical Program was developed for use by the PGA
European Tour. This program is a Windows based application. The program
provides the PGA European Tour members with over 1100 different statistics
about their games. As part of our 1994 Tour Agreement, AGTsports provided
information for all of the tournament events held in Europe for the 1995
season. The Company will be making some modifications to the current program
to supply additional information to the players and plans to provide
information for all of the tournament events for the 1996 European Tour.

MARKETS OF AGTSPORTS, INC.

The Company's initial marketing plan was focused completely within the
United States but now has expanded to include Europe, Australia and Asia.
Under the original plan, the United States was to be regionalized and then
territorialized. Two regions were sold under this plan and the Company is
negotiating to regain marketing control in those two regions. The market
conditions have changed since this plan was implemented. The Company will
market its products and services through electronic and print media in the
United States, through the PGA European Tour throughout Europe and through
the PGA Tour of Australasia in the Asian market.

CUSTOMERS AND COMPETITION OF AGTSPORTS, INC.

The principal customers of AGTsports are golf courses, associations,
golf leagues, corporations and individual golfers throughout the United
States and Europe. There are no companies which sell competing software
utilizing the proprietary scoring method developed by AGTsports, Inc.

The United States Golf Association was formed to enforce the rules and
regulations of the game established by the Royal & Ancient Golf Society of
Scotland (R & A). Within each country, the R & A has established a similar
governing body. The USGA is the only one of the other 43 associations that
attempts to collect fees for handicapping. Currently, there are 1,700,000
USGA members of the 3,800,000 handicapped golfers in the U.S., declining from
5,300,000 members only ten years ago. The Association has lost members since
it changed from the R & A handicapping method in 1970 to what it believes is
a more equitable rating system. AGTsports became involved in handicapping
because of the American golfer's continuing dissatisfaction with the USGA
rating system. AGTsports' method is close to the current R & A system
practiced in all other countries because it rates golfers on a hole-by-hole
basis, rather than by their total score.

AGTsports has also organized a staff of PGA professionals to serve in an
advisory capacity and assist with product promotion. As of September 30,
1995, there were seven members on this staff, and management plans to extend
the size of this advisory staff during the next fiscal year.

AGTsports offers calculations for 43 different types of handicaps which
includes the original method developed in 1692 by the Royal & Ancient. With
the Company's software, an individual league, corporation, golf course or
local organization can use any one of the different mathematical equations to
score their competitions as they wish. The Company is not aware of other
systems that facilitate multiple scoring methods.

It is not the Company's intent to sanction the various handicaps used by
the various other golf associations. The Players Merit-TM- and Course
Merit-TM-are not considered handicaps but rather, true measurements of a
players ability and the course difficulty.

AGTsports scorecard is patented and copyrighted. The type of paper, ink
and process has been patented while the card design was copyrighted.

Competition in this area is expected to be intense. Further, the market
is still relatively new and probably has limited barriers to entry for other
competing scoring systems. Consequently, AGTsports cannot predict the size
of the market. A number of competitors may develop although AGTsports is
aware of none at the present time.

<PAGE>

AGTsports and the PGA Tour of Austrlasia establised a twenty year
partnership for the development of golf throughout Asia. The first of the
partnership agreements was to supply the statistical information for the
Tour. This began in October of 1994. In October 1995, the Company began
providing statistical information in the second season under this agreement.

OPERATIONS DURING FISCAL YEAR

During the fiscal year ended September 30, 1995, the Company was engaged
in additional financing and refinement of its marketing strategies and
products. The Company was active at numerous professional and amateur events
of golf events during the year. However, the Company had inadequate
liquidity during this period and was unable to fully pursue its business
objectives. Marketing has been accomplished primarily through magazines and
visits to golf associations and facilities. Commissioned sales
representatives performed the direct marketing in each of the sales
territories for part of the year. The Company no longer is using
commissioned sales personnel as it is currently refining its marketing plan
in an effort to strengthen the relationships with the professional tours and
the amateur associations. The primary goal of the Company is to establish
key relationships with the professional tours and the various amateur
associations which may establish the Company as a market leader.

The Company began golf operations in May, 1991. The Company has done
and currently has projects with a number of organizations. The first
operational project of the System was the 1991 MCI Heritage Classic. The
first sale took place in July, 1991. The Company has beta tested its Systems
at over sixty golf clubs in California, Colorado, New Mexico, South Carolina
and Florida. As of October 21, 1993, all 62 field systems were returned to
the Company's headquarters. It is the understanding of managment that these
locations used for testing are interested in installing new technology
systems to allow better service to their customers and members once the
Company is prepared to release the GPS in the United States. The Company
intends to approach these groups when its network is in place, its strategic
alliances with computer hardware companies in the U.S. is in place, and when
the Company is properly funded to undertake the task. The focus of company
resources in fiscal year 1995 in Australia for the full implementation of its
marketing subsidiary has caused a delay in the reinstallation of systems in
U.S. golf clubs. The reinstallation of these systems in the U.S. will help
generate cash flows to cover a portion of the Company fixed monthly expenses.
During the 1996 calendar year, the Company plans on installing up to 320
systems world wide, including the U.S. systems. The Company's revenues from
inception to date have been from the sale of territorial rights, golf
lessons, the Individual Golf Players System, tournament management and
merchandise. AGTsports has limited its marketing of its systems as a result of
a lack of capital for maintenance and support activities.

AGTsports was directly involved with forty-one events for the PGA
European Tour through September 30, 1995. At these events, certain
statistical information was collected, processed and dissiminated to the
media and to the PGA European Tour members. The Company also supplies
statistical information to television at selected events. The Company is
currently evaluating the presence it will maintain in Europe during the next
fiscal year. Final decisions are planned to be made in the spring of 1996.

AGTsports was directly involved with fourteen events for the PGA Tour of
Australasia through September 30, 1995. At these events, certain statistical
information was collected, processed and dissiminated to the media and to the
PGA European Tour members.

<PAGE>

The Company is in the process of restructuring to reduce its dependence
on a select few individuals. The first phase of this process was to install
a new President having an operational background effective in July 1995. The
Company has successfully hired a Managing Director for its subsidiary in
Australia and installed a new Board of Directors for the Australian Company.
During the first and second quarter of the fiscal year ending September 30,
1996 the term of office for the Chief Executive Officer and the Corporate
Secretary will be expiring. These two individuals as well as the past
President will continue to work with the Company as independent consultants.
The management of the Company believes the continued assistance of these
individuals during the transition phase is vital to the Company.

On September 15, 1995 the Company entered into an agreement with American
Consolidated Growth Corporation (ACGC) to reach a final settlement of the
related party activites between the two Companies over the past few years.
During the past fiscal year ACGC has changed its management and its operational
purpose of ACGC from being a "technology banker" to being a staffing company
which is the purpose of its wholly owned subsidiary, Eleventh Hour, Inc. ACGC
is no longer interested in holding certain equity investments or fulfilling its
responsibility to its affiliated companies to assist with funding or investment
opportunities. Previously ACGC had acquired common stock, preferred stock of
the Company as well as participation in a limited partnership which ACGC signed
a note payable to fulfill its responsibility to the limited partnership. During
1995 ACGC liquidated its holdings of common stock of the Company. The agreement
dated September 15, 1995 provides for the following, in summary (reference
exhibits to this Form 10-KSB):
a) Amounts due to ACGC by the Company are terminated with the execution of a
settlement agreement with a mutual shareholder of the companies to reacquire
territorial sales rights of the Company.
b) The preferred stock of the Company held by ACGC will be returned to the
Company as well as the Common Stock dividend to be issued pursuant to the
agreement relative to the preferred stock.
c) Termination of all former agreements including the limited partnership
agreement and the related note payable signed by ACGC to the limited
partnership.
d) The consideration is that the Company will issue common stock to ACGC which
is equivalent to 40% of the outstanding shares as of September 15, 1995.
e) Both parties agree that the two will transfer certain assets to a
partnership named Global Links LTD. for the purpose of owning an overriding
royalty on sales of a reservation tee-time system to the golf industry. ACGC
agrees to transfer 100% of the common stock of the Company to the partnership
but ACGC has the option to withdraw 25% of its contributed stock at anytime for
the first twelve months but must receive a 33% reduction of its royalty .
f) The Company agrees to transfer certain of its contract rights associated
with tee times reservations system to Global Links LTD.

SEGMENT REPORTING

Information with respect to revenues, operating profit or loss and
identifiable assets of this segment for the fiscal year ended September 30, 1995
is set forth in financial statements annexed hereto. Such information is
incorporated herein by reference and made a part hereof.

<PAGE>

TRADEMARKS AND TRADE NAMES

The following are the trademarks of the Company. The Company also holds a
number of copyrights and licenses covering different versions and modules of
"The Golf Players System-TM-" software packages and products.

The Golf Players System-TM-
Players Merit-TM-
Course Merit-TM-
Company Logos-TM-

COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS

The Company does not believe that it is subject to any local, state and
federal statutory and regulatory requirements with respect to environmental
safety.

EMPLOYEES
The Company has eleven full-time employees at present. These employees are
engaged in every facet of the Company's Business. The Company's employees are
not represented by any union or collective bargaining group and there is no
history of any strikes, slow-downs or other labor disputes. The Company does
not have the human or capital resources to fulfill its business plan.

INTERNATIONAL OPERATIONS.

AUSTRALIA

The Company has established relationships in Australia and has
established an office in Hornby, Australia. In addition to the contract with
the PGA Tour of Australasia, the Company completed contracts with the New
South Wales Golf Association and the Victorian Golf Association to provide
hardware and software to the associations at no cost and the Company will
work to complete a network of its affilated members. After September 30,
1995 the Company completed similar agreements with the Queensland Golf
Association and the Western Australia Golf Association. These Associations
represent four of the five state Associations in Australia.

EUROPE

AGTsports, Inc. has temporarily discontinued its operational facility in
Dublin, Ireland housing AGTsports (Europe) Ltd. which will serve as a gateway
to the Company's European market. AGTsports (Europe) Ltd. will provide the
sales, service, programming and communication link between the United States
and the European recreational markets.

The European headquarters, when fully operational, will become an
integral part of AGTsports' expansion plans. This facility will become a
major communications and software development center for the rest of Europe.
The Company is reevaluating how it will position its European operations. It
is anticipated the Company will proceed in Europe similar to the manner in
which it has in Australia.

Each of the European objectives will be accomplished through a series of
acquisitions and/or licensing agreements with the Ireland based center
(AGTsports (Europe) Ltd.) or directly with the Company. The Company will
provide products and services for these European markets.

<PAGE>

The construction of the network and market penetration should be
successfully achieved because of the finalization of contracts with the PGA
European Tour. Additional similar contracts will be pursued with the Senior
PGA European Tour, LPGA European Tour, Golf Federation Handicaps and various
tourist boards such as Bord Failte upon completion of the early phases of the
network in Australia. The use of resources in Australia has delayed pursuit
of these other organizations by the Company.

SOUTH AFRICA

The Company has entered into an agreement with Vision Electronics
International Pty Ltd of Pretoria, South Africa to jointly develop,
manufacture, market and sell a handheld electronic device called the
"HandWedge." This device is slightly larger than the PDA's (Personal Data
Assistant, such as the pocket wizard) and can be used in conjunction with a
personal computer to store and calculate information concerning an
individual's golf game. Included in the device is a PCMCIA card connection
which, with the use of PCMCIA card applications, can transform the HandWedge
into a myriad of devices, i.e. pocket calculator, encyclopedia and road
atlas, etc. A joint venture has been established which is 50% owned by the
Company to complete the project. The Company issued 700,000 shares of its
common stock to capitalize the joint venture entity. The joint venture is
accounted for on the equity method of accounting and the common stock was
valued at $868,000 which is the approximate average of the bid and the ask
prices discounted 45% due to being a large block of stock.

Further information is hereby referenced in the Financial Section;
hereby incorporated by reference and attached.

ITEM 2. DESCRIPTION OF PROPERTY

On July 31, 1994, the Company expanded its space at 6890 So. Tucson Way,
Suite 202, Englewood, CO 80112 for a term expiring on July 31, 1996. The
Company will reduce its space at this site on January 31, 1996. The minimum
monthly rental payments required under the operating lease as of September 30,
1995 are $5,923 which is similar to last year.

The following is a schedule of future minimum rental payments required
under the above operating leases as of September 30, 1994 until January 31,
1996:

YEAR ENDING SEPTEMBER 30, AMOUNT
------------------------- -------
<S> <C>
1996 $53,305
1997 -0-
1998 -0-
1999 -0-
2000 -0-
-------
TOTAL $53,305
-------
-------

</TABLE>

Rental Expense amounted to $70,495 and $81,406 for the years ended September
30, 1995 and 1994, respectively.

The Company will periodically rent equipment on short-term operating leases.
The Company does own computer equipment and office furniture.

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

There is an action pending before the Court of Claims of the Country of
Ireland on behalf of a former contractor of AGTsports, Inc. for breach of
agreement, including some past due fees due and owing in the amount of #48,000
pounds. Such action is disputed by the Company and local counsel has been
retained in Ireland to represent the Company in this action. This action is in
the discovery phase.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At September 30, 1995, there were no matters to be put to a vote of the
Security Holders during the final fiscal quarter.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

The Company's common stock has been listed on the over-the-counter market
since 1986. Market makers and other dealers provide bid and ask quotations for
the Company's common stock. The common shares of the Company are currently
traded Over The Counter on the National Association of Securities Dealers'
Bulletin Board. The Bulletin Board symbol is AGTP.

The table below illustrates the range of high and low bid quotations for
the Company's common shares as tracked by NASDAQ or Corporate Stock Transfer
agency during each reporting period. These bid price market quotations
represent prices between dealers and do not include retail mark-up, markdown or
commissions. Therefore, they may not represent actual transactions.

<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
FISCAL YEAR 1995
- ----------------
First Quarter
Common Shares $ 2.25 $ 1.50

Second Quarter
Common Shares $ 2.50 $ 1.50

Third Quarter
Common Shares $ 1.15 $ 0.75

Fourth Quarter
Common Shares $ 2.78 $ 1.87

FISCAL YEAR 1994
- ----------------
First Quarter
Common Shares $ 2.62 $ 2.25

Second Quarter
Common Shares $ 3.75 $ 3.00
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Third Quarter
Common Shares $ 4.25 $ 3.75

Fourth Quarter
Common Shares $ 4.75 $ 4.25
</TABLE>

APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK

As of September 30, 1995, the Company had a total of 10,530,972 outstanding
shares of common stock and approximately 1055 holders of common stock on record.
However, the Company has a greater number of shareholders because a number of
the Company's shares are held in nominee names by the Company's market makers.

DIVIDENDS

The Company does not intend to pay dividends in the foreseeable future.
The Company's anticipated capital requirements are such that it intends to
follow a policy of retaining earnings to finance the development of its
business.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

In the opinion of Management, the Company has progressed significantly in
the year ending September 30, 1995, as compared to the year ending September 30,
1994 as the Company had made significant progress in improving its products and
market position. Management does not believe the losses which are more fully
described below are necessarily indicative of results for future years and
should be viewed with the factors that the Company changed the primary business
focus in May of 1991 and it has been engaged primarily in reorganization and the
gradual evolution from R and D to operating company. In addition, the Company
has changed its marketing strategy from one of United States company only,to
that of a Global approach due to its successes in Europe and Australia.
Therefore, the Company has had limited net operating revenues for the year ended
September 30, 1995, and is, for all intents and purposes, a startup Company.

The Company's activities since May of 1991 have been primarily the
financing,rganization of its business and development of its marketing efforts.
The expenses of $5,822,237 and $4,547,136 for the years ended September 30, 1995
and 1994, respecticely, is primarily due to the accumulation of Salaries and
Wages of $477,011 and $672,253 in the years ending September 30, 1995 and
1994,respectively, and General and Administrative of $1,477,740 and $562,291 in
the years ending September 30, 1995 and 1994, respectively, and also due to the
significant change of Contract Services from expenses in fiscal 1995 and 1994,
respectively, of $1,024,026 and $2,782,441 came from the payment of services
rendered to the Company through issuance of common stock. The Company also
recognized an expense of $1,465,075 during the year ended September 30, 1995 for
the acquisition of sales territories. Management changed its marketing strategy
due to the successes in the World Golf Market and believed it to be in the best
interest of the Company to reacqire these territorial rights. The expense
related to the territorial rights is believed to be a one time expense to the
Company. The expenses which were paid through the issuance of common stock of
the Company range from promotion of the Company's PGA tour business to marketing
the Company's ancillary products and incentives to its employees. The Company
also had significant expenses in professional services due to accelerated
activity in accounting and legal requirements of the Company. Depreciation and
Amortization expense decreased to $192,848 during the fiscal year ended
September 30, 1995 as compared to $259,900 expensed for the year ended September
30, 1994.

The Company anticipates it will sustain more losses through of fiscal 1996,
but expects to obtain substantial income with the installation of systems into
golf clubs in Australia. The installation of these systems is anticipated to
begin in golf clubs in March 1996. This will be near the end of the golf season
in Australia. A time in which the personnel of the clubs will have time for
setup and training.

<PAGE>

The agreement with the PGA Tour of Australasia as well as the agreements
with the various Australian Golf Associations has allowed the Company to
position itself as a technology leader in the field of Golf in Australia.
Management believes this agreement will have a significant impact on the Company
and its operations. The Company has been able to bring an influencial and
respected group of individuals onto the the Board of Directors of its marketing
subsidiary in Australia as well as strengthen its relationships with the
Australian State Golf Associations. The agreements position the Company to
potentially be a market leader in Australia.

AGTsports was directly involved with forty-one and twenty-nine events for
the PGA European Tour during the years ended September 30, 1995 and 1994,
respectively. In addition, the Company was directly involved with fourteen
events for the PGA Tour of Australasia during the year ended September 30, 1995.
It should be noted that 100% of the revenues in September of 1992 were non
recurring and are from the sole sale of territorial rights by the Company.
Operating Revenues for 1995 and 1994 were derived solely from the sale of
products and providing of scoring and statistical services. The Company
sustained losses for the year ended September 30, 1995, and for the year ended
September 30, 1994 of $5,216,415 and $3,783,365, respectively. A substantial
portion of the loss sustained by the company was due to non-cash expenditures
and a note issued to acqire territorial rights. Obligations of the company
which were satisfied through the issuance of common stock and the transactions
were valued at the estimated fair market value of the stock issued. The Company
does not expect any substantial recurring revenues until the third quarter of
fiscal 1996 due to delays occuring in Australia for the funding of the
Australian subsidiary. The Company anticipates it will sustain more losses
through the first two quarters of fiscal 1996.

Management of the Company plans continued pursuit of its existing operations and
strategic alliances. In addition, management will seek to restructure the
staffing of the company to better reflect the immediate needs of the Company.
Management of the Company will satisfy the cash needs of the Company through
equity investors, shareholder loans and cash generated from operations,
including providing statistical information to individuals and limited sales of
individual players system software. It is the intent of management to continue
its plans to establish marketing subsidiaries in Australia, Europe and the
United States. It is the intent of managment that these marketing subsidiaries
each are to be structured with influencial Board members and obtain sufficient
funding to service operations in those geographic areas. These marketing
subsidiaries are to maximize the relationships the Company has established with
various PGA Tour groups and State Associations.

The Company obtained liquidity during the years ended September 30, 1995 and
1994 from various sources to enable it to sustain operations. Cash flows form
investing activities amounted to a net of $(42,838) and $481,259 during the
years ended September 30, 1995 and 1994, respectively. The company also
obtained positive net cash flows of $587,029 and $125,695 during the years ended
September 30, 1995 and 1994, respectively, from its financing activities
including receipt of $597,200 and $153,701 from proceeds from issuance of
capital stock and $6,000 and $210,500 from advances on notes payable. The net
cash used by operations was $528,476 and $605,765 during the years ended
September 30, 1995 and 1994, respectively.

The term of office of the Chief Executive Officer (CEO) is expiring effective as
of December 31, 1995. Greg Jablonski, who has served as CEO of the Company
since 1991, will continue to work with the Company under a consulting contract
as Director of International Operations and Chairman of Emeritus. He will
continue to seek out opporunities for the Company in the International Markets.

The Company received notification during the fiscal year ended September 30,
1995 of a formal order of investigation entered by the Securities and Exchange
Commission. The Company was notified the inquiry is confidential and should not
be construed as an indication by the Commision or its staff that any violations
of law have occurred, or as adverse reflection upon any person, entity or
security. Management of the Company is cooperating with the inquiry.
The outcome of the investigation cannot be determined at this time.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents balance on September 30, 1995, was $16,167.
There was an insignificant change in working capital during the year ended
September 30, 1994.

The Company, in management's opinion, has inadequate working capital to
pursue the business opportunities that are a part of its business plan.

The Company issued 700,000 shares of stock, valued at $868,000 for its
50% interest in a South African joint venture. (See Item 1, Description of
Business, International Operations.) The joint venture has not yet commenced
operations.

ITEM 7. FINANCIAL STATEMENTS

The response to this item is submitted as a separate section of this
report (see page F-1).

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There have been no disagreements with the Company's independent accountants
on accounting and financial disclosure. In February 1995, the Company was
notified by its independent accounting firm T. Alan Walls, CPA, P.C. that the
firm was resigning due to becoming a creditor of American Consolidated Growth
Corporation, an affiliated company. The accounting firm of Davis & Co., CPAs,
P.C. has been retained by the Company to perform the audit of the fiscal year
ending September 30, 1995.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Executive Officers and Directors of the Company, their ages and
present positions held in the Company for the year end September 30, 1995,
were:

<TABLE>
<CAPTION>
NAME AGE POSITION HELD
---- --- -------------
<S> <C> <C>
Gregory F. Jablonski 46 Chairman

T. Alan Walls 34 President and Director

Robert W. Wetzel 42 Secretary and Director

Michael T. Rowlette 38 Outside Director
</TABLE>

<PAGE>

The Company's Directors serve in such capacity until the next annual
meeting of the Company's shareholders and until their successors have been
elected and qualified. The officers serve at the discretion of the Company's
Directors. There are no family relationships among the Company's officers and
directors nor are there any arrangements or understandings between any of the
directors or officers of the Company or any other person pursuant to which any
officer or director was or is to be selected as an officer or director.

BIOGRAPHICAL INFORMATION

GREGORY F. JABLONSKI Mr. Jablonski has been the Chairman and Chief Executive
Officer of AGTsports since May, 1991. His term of office is expiring as of
December 31, 1995. However, he will continue to work with the Company as
Director of International Operations. His background in research and
development, sales, marketing and management has been invaluable to the
continuing evolution of the Company. Prior to joining AGT, he managed two
multi-million dollar organizations, Scandura, Inc. and Hollis & Co. Between
1971 and 1984, Mr. Jablonski used new computer technology to develop an
extensive distribution system to enhance sales. Under his leadership, Hollis &
Co.'s revenues grew from $14 million to $700 million in just three years. Since
1986, Mr. Jablonski has been involved in the golf industry in various capacities
including organizing several national amateur golf tournaments. Since 1988, he
has been involved with AGTsports to develop a market for its software products.
Mr. Jablonski earned a B.S. Degree in Physics, Mathematics and Chemistry from
the University of Wisconsin and has a Master of Science Degree in Chemical
Engineering and Organic Chemistry from the University of Notre Dame.

T. ALAN WALLS Mr. Walls has been involved in auditing and consulting for the
past 10 years, and his accounting firm has served as the Company accounting firm
since 1992. Mr. Walls joined the Company in 1995 as its President. Through his
involvement as a Certified Public Accountant he has worked with large
corporations in the financial, manufacturing and software development
industries. His long-running capacity as auditor and consultant has allowed his
clients to benefit from his insight into company operations and marketing. Mr.
Walls holds a Bachelor of Science Degree in accounting from Auburn University.

ROBERT W. WETZEL Mr. Wetzel has been a Director of the Company since 1991 and
the Secretary since 1993. Mr. Wetzel brings 16 years of business management to
AGTsports, Inc. He began his business career with The Equitable Life Assurance
Society of New York. After five years, he branched out into the securities
industry where he served as Branch Manager and Compliance Officer for Denver-
based brokerage firms. In these capacities, he was responsible for the
planning, promotion, marketing and sales of public offerings to institutional
and individual investors. Mr. Wetzel graduated from San Diego State University
with a degree in Business Administration.

MICHAEL T. ROWLETTE Dr. Rowlette has been a Director of the Company since June
1992. He has operated his own dental practice for nearly ten years. He has been
active in the golf community for the past fifteen years. Dr. Rowlette has
served and held positions in men's organizations at various golf facilities.
Additionally, he has done volunteer work for the Minnesota and Colorado Golf
Associations, and has participated in as many as thirty-five amateur and
professional golf tournaments annually.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act")
requires the Company's officers and directors and persons owning more than ten
percent of the Company's Common Stock, to file initial reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Additionally, Item 405 of Regulation S-B under the 34 Act requires the Company
to identify in its Form 10-KSB and proxy statement those individuals for whom
one of the above referenced reports was not filed on a timely basis during the
most recent fiscal year or prior fiscal years. Given these requirements, the
Company has the following report to make under this section. None of the
Company's officers and directors had any transactions during the last fiscal
year. However, none of the Company's officers and directors had made a timely
filing of Form 3. All have subsequently filed Form 5 contemporaneously with
the submission of this Form 10KSB. The Company has instituted a new program
to insure future timely compliance with the reporting requirements:

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table summarizes compensation for the Chairman and Former
President who were the most highly paid executive officers serving in this
capacity during the last completed fiscal year. No additional compensation was
paid or distributed by the Company to these officers during this time period.
No other officer or director received over $100,000 in compensation.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
AWARDS
------

<TABLE>
<CAPTION>
STOCK
NAME AND DECLARED AWARD(S) IN LIEU
PRINCIPAL SALARY ACCRUED OF ACCRUED
POSITION YEAR ($)(A) PAID(A) (A) SALARY
-------- ---- -------- ------- -------- ----------------
<S> <C> <C> <C> <C> <C>
Gregory F. Jablonski 1995 $270,090 $16,890 $253,200 $16,890
Chariman 1994 $ 72,000 $ 0 $ 72,000 $44,440
1993 $ 72,000 $37,000 $ 35,000 (2 YearTotal)

Michael Tanner 1995 $138,340 $41,900 $ 96,440 $14,290
Former President 1994 $ 60,000 $ 0 $ 60,000 $25,127
and Director 1993 $ 60,000 $55,000 $ 5,000 (2 Year Total)
</TABLE>

The total issued and outstanding shares of stock in the Company as of
September 30, 1995 was 10,530,972 with 50,000,000 which have been authorized.

(A) Includes directors fees for employee directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following sets forth the number of shares of the Registrant's $.001 par
value common stock beneficially owned by; (i) each person who, as of September
30, 1994, was known by the Company to own beneficially more than five percent
(5%) of its common stock; (ii) the individual Directors of the Registrant, and
(iii) the Officers and Directors of the Registrant as a group.

THE OUTSTANDING SHARES AS OF SEPTEMBER 30, 1995 ARE 10,530,972.

<TABLE>
Caption>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)(2) PERCENT OF CLASS
- ------------------- -------------------------- ----------------
<S> <C> <C>
T. Alan Walls
3309 Buckingham Drive 21,844 0.0%
Johnson City, Tennessee 37604

Vision Applied Sports Technology
6890 S. Tucson Way, Suite 200 700,000 6.6%
Englewood, Colorado 80112
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Gregory F. Jablonski
1935 Tee Lane 618,500 5.9%
Castle Rock, Colorado 80104

Robert W. Wetzel
4760 S. Wadsworth Street 346,000 3.3%
Littleton, Colorado 80123

Michael T. Rowlette
1001 S. Briscoe Street 18,975 0.0%
Castle Rock, Colorado 80104

All Officers & Directors as
a Group 1,705,319 16.2%
</TABLE>

(1) All ownership is beneficial and on record, unless indicated otherwise.
(2) Beneficial owners listed above have sole voting and investment power
with respect to the shares shown, unless otherwise indicated.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company is affiliated with American Consolidated Growth Corporation
(ACGC) through a series of past transactions. ACGC is no longer acting as a
technology banking company but has now assumed its primary purpose as being work
in the staffing industry which is the primary mission of its wholly owned
subsidiary, Eleventh Hour, Inc. The Company entered into a an agreement with
ACGC as a final settlement of intercompany relationships. The details of this
agreement are as follows:

<PAGE>

f) The Company agrees to transfer certain of its contract rights associated
with tee times reservations system to Global Links LTD.

In April of 1994, the Company started its first golf show and exhibition.
The show was a success and the Company decided to offer the consumer golf show
in Denver again in 1995. The Company decided the manpower and resources of the
Company used for completion of the golf show could be better used towards its
primary mission of completing a global GPS network and sold the rights of the
golf show to the employee who developed the show for the company. The employee
who purchased the rights is no longer with the Company.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1) and (a)(2) List of Financial Statements and Schedules
(a)(3) List of Exhibits (in accordance with Item 601 of Regulation S-B.)

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- ----------------------
<S> <C>
3A Articles and Bylaws *

3B Articles of Amendment +

3C Settlement agreement with American
Consolidated Growth Corporation

3D PGA Tour of Australasia

3E New South Wales Golf Association

3F Victorian Golf Association
</TABLE>

* Cross Reference is made to the Form S-18 Registration Statement of American
Merger Control, Inc. filed with the Commission in 1986 and to the Form 10K for
the fiscal year ended September 30, 1992, filed with the Commission filed on or
about March 10, 1993. The relevant documents are hereby incorporated by
reference.

+ Previously filed under cover of Form 10-SB, filed June 15, 1993, SEC File No.
0-21914.

No reports under Form 8K were filed in the fiscal quarter of the fiscal
year.

<PAGE>

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 on the 12TH JANUARY 1996.

AGTSPORTS, INC.

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 in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
BY: /S/ ROBERT W. WETZEL SECRETARY JANUARY 12, 1996
-------------------------

SIGNATURE

BY: /S/ ROBERT W. WETZEL TREASURER JANUARY 12, 1996
-------------------------
</TABLE>

<PAGE>

AGTSPORTS, INC.
(A Development Stage Company)

Consolidated Financial Statements

For the Year Ended
September 30, 1995

<PAGE>

AGTsports, Inc.
(A Development Stage Company)

Index to Consolidated Financial Statements

PAGE
----
Independent Auditors' Reports F-1 to F-4

Financial Statements:

Consolidated Balance Sheet:
September 30, 1995 F-5

Consolidated Statements of Operations:
Years Ended September 30, 1995 and 1994 F-6

Consolidated Statements of Changes in Shareholders'
Equity: Years Ended September 30, 1995 and 1994 F-7 to F-11
Consolidated Statements of Cash Flows:
Years Ended September 30, 1995 and 1994 F-12 to F-13

Notes to the Consolidated Financial Statements:
Years Ended September 30, 1995 and 1994 F-14 to F-30

Supplemental Schedule:
Valuation and Qualifying Account and Reserves S-1

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders
AGTsports, Inc.
Englewood, Colorado

We have audited the accompanying consolidated balance sheet of AGTsports, Inc.
(a Development Stage Company) as of September 30, 1995 and the related
consolidated statements of operations, shareholder's equity, and cash flows
for the years ended September 30, 1995, and the 1995 amounts included in the
cumulative amounts from inception (January 6, 1986) to September 30, 1995.
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 audit. The consolidated financial statements of AGTsports, Inc.
(a Development Stage Company) for the period from January 6, 1986 (date of
inception) to September 30, 1989 were audited by other auditors whose opinion
dated January 26, 1990, on those statements was unqualified.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 audit provides a reasonable basis
for our opinion.

In our opinion, the 1995 consolidated financial statements referred to in the
first paragraph present fairly, in all material respects, the financial
position of AGTsports, Inc. (a Development Stage Company) as of September 30,
1995, and the results of its operations and its cash flows for the year ended
September 30, 1995, and the 1995 amounts included in the cumulative amounts
from inception (January 6, 1986) to September 30, 1995, in conformity with
generally accepted accounting principles.

As discussed in Note 8, the Company does not, as yet, have significant
revenues from the sale of its product. As shown in the financial statements,
the Company incurred a net loss of $(5,216,415) during the year ended
September 30, 1995 and, as of that date, the Company had an accumulated
deficit of $19,284,088. In addition, the Company has a net deficiency in
working capital of $1,741,408.

(Continued)

F-1

<PAGE>

The Company is seeking additional sources of capital, including equity
capital. There can be no assurance that the Company will be successful in
accomplishing its objectives. Because of the uncertainties surrounding the
ability of the Company to continue its operations and to satisfy its creditors
on a timely basis, there is substantial doubt about the Company's ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments that might be necessary should the Company be unable
to continue as a going concern.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule on S-1 is presented for
the purpose of complying with the Securities and Exchange Commission's rules
and is not a required part of the basic financial statements. This schedule
has been subjected to the auditing procedures applied in our audit of the
basic financial statements and, in our opinion, fairly states in all material
respects the 1995 financial data required to be set forth therein in relation
to the basic financial statements taken as a whole.

Davis & Co., CPAs, P.C.

Englewood, Colorado
December 15, 1995

F-2

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders
AGTsports, Inc.
Englewood, Colorado

We have audited the accompanying consolidated statements of operations,
shareholders' equity, and cash flows of AGTsports, Inc. (A Development Stage
Company) for the year ended September 30, 1994, and the 1994 and 1993 amounts
included in the cumulative amounts from inception (January 6, 1986) to
September 30, 1995. 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. The consolidated financial
statements of AGTsports, Inc. (a Development Stage Company) for the period
from January 6, 1986 (date of inception) to September 30, 1989 were examined
by other auditors whose opinion, dated January 26, 1990, on those statements
was unqualified.

We conducted our audits in accordance with generally accepted auditing
standards. 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.

Effective September 30, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". The Company's investments in marketable equity
securities are held for an indefinite period and have been historically
reported at the lower of cost or market. The aggregate fair value of the
Company's marketable equity securities at September 30, 1994 totaled
$2,530,676. As a result of the application of SFAS No. 115, the unrealized
holding gains added $1,660,517 to Shareholder's equity at September 30, 1994.

In our opinion, the consolidated financial statements referred to in the first
paragraph present fairly, in all material respects, the results of operations
and cash flows of AGTsports, Inc. (a Development Stage Company) for the year
ended September 30, 1994, and the 1994 and 1993 amounts included in the
cumulative amounts from inception (January 6, 1986) to September 30, 1995 in
conformity with generally accepted accounting principles.

(Continued)

F-3

<PAGE>

As discussed in Note 8, the Company does not, as yet, have significant
revenues from the sale of its product. As shown in the financial statements,
the Company incurred a net loss of $(3,783,365) during the year ended
September 30, 1994 and, as of that date, the Company had an accumulated
deficit of $14,967,673. In addition, the Company has a net deficiency in
working capital of $2,446,914.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule on S-1 is presented for
the purpose of complying with the Securities and Exchange Commission's rules
and is not a required part of the basic financial statements. This schedule
has been subjected to the auditing procedures applied in our audit of the
basic financial statements and, in our opinion, fairly states in all material
respects the 1994 financial data required to be set forth therein in relation
to the basic financial statements taken as a whole.

T. Alan Walls, CPA, P.C.
Johnson City, Tennessee

December 7, 1994, except as to
Note 19 which is January 16, 1995

F-4

<PAGE>

AGTsports, Inc.
(A Development State Company)
Consolidated Balance Sheet
September 30, 1995
<TABLE>
<CAPTION>
1995
----
<S> <C>
ASSETS
Current:
Cash and cash equivalents $ 16,904
-----------
Total current assets 16,904

Fixed assets:
Property, plant and equipment (Note 5) 1,437,466
Less: accumulated depreciation (960,685)
-----------
Total fixed assets 476,781

Other assets:
Other receivables net of allowance for doubtful
accounts of $222,562 (Note 13) 7,193
Prepaids and other assets 99,141
Intangibles - net 297,224
Investment in joint venture 868,000
-----------
Total other assets 1,271,558
-----------

Total assets $1,765,243
-----------
-----------

LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Accounts payable - trade $ 180,190
Accounts payable - other 322,017
Long term debt - current portion (Note 6) 348,142
Accrued expenses (Note 10) 907,963
-----------
Total current liabilities 1,758,312

Long term debt - less current portion (Note 6) 861,204
Liability to issue common stock to affiliate 3,187,349
-----------
Total liabilities 5,806,865

Shareholders' Equity:
Preferred stock, $4.00 par value; 50,000,000
shares authorized; -0- shares issued and
outstanding as of September 30, 1995 --
Common stock, $.001 par value; 50,000,000
shares authorized; 10,530,972 shares issued and
10,530,972 shares outstanding as of September 30, 1995 10,531
Treasury stock (16,720)
Additional paid-in capital 15,259,846
Unrealized holding gain
Cumulative translation adjustment (Note 15) (11,191)
Deficit accumulated during the development stage (19,284,088)
-----------
Total shareholder's equity (4,041,622)
-----------
Total liabilities and shareholders' equity $ 1,765,243
-----------
-----------
</TABLE>

See accompanying notes to consolidated financial statements

F-5

<PAGE>

AGTsports, Inc.
(A Development State Company)
Consolidated Statements of Operations

<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30, JANUARY 6, 1986
--------------------------- INCEPTION THROUGH
1995 1994 SEPTEMBER 30, 1995
----------- ----------- ------------------
<S> <C> <C> <C>
Revenue
Territory sales $ -- $ -- $ 1,612,009
Revenue 625,170 1,222,932 2,167,777
----------- ----------- ------------
625,170 1,222,932 3,779,786

Expenses
Cost of purchased goods for resale 672 14,476 162,378
Salaries and wages 477,011 672,253 1,979,954
Professional services 998,571 133,159 2,606,254
General and administrative 1,477,740 562,291 3,152,348
Depreciation and amortization 192,848 259,900 2,004,835
Advertising 62,439 -- 304,729
Contract services 1,024,026 2,782,441 4,633,918
Travel and entertainment 124,527 137,092 698,693
Territory reacquisition 1,465,075 -- 1,465,075
----------- ----------- ------------
Total expenses 5,822,909 4,561,612 17,008,184
----------- ----------- ------------

Operating income (loss) (5,197,739) (3,338,680) (13,228,398)

Other income (expenses)
Interest income 15 7 341
Rent income 983 -- 14,992
Interest expense (73,515) (212,922) (415,950)
Gain (loss) on equity securities 243,465 -- (8,652,613)
Gain (loss) on disposal of assets (3,856) -- 3,279,962
Provision for loan loss (222,562) (305,780) (528,342)
Other income 10,618 47,264 82,789
----------- ----------- ------------
Total other income (expense) (44,852) (471,431) (6,218,821)
----------- ----------- ------------

Net income (loss) before
extraordinary items and provision
for income taxes (5,242,591) (3,810,111) (19,447,219)
Provision for income taxes -- -- (1,793,033)
----------- ----------- ------------

Net income (loss) before
extraordinary items (5,242,591) (3,810,111) (21,240,252)

Extraordinary items:
Income tax benefit realized -- -- 1,793,033
Debt forgiveness 26,176 26,746 163,131
----------- ----------- ------------

Net income (loss) $(5,216,415) $(3,783,365) $(19,284,088)
----------- ----------- ------------

(Continued)
</TABLE>

F-6

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(Page 2)

YEARS ENDED SEPTEMBER 30, JANUARY 6, 1986
------------------------ INCEPTION THROUGH
1995 1994 SEPTEMBER 30, 1995
---------- ---------- ------------------
<S> <C> <C> <C>
Net income (loss) per common share
before extraordinary items $ (.71) $ (0.82) $ (8.31)

Extraordinary items per common share .01 .01 .76
---------- ---------- ----------
Net income (loss) per common share $ (.70) $ (0.81) $ (7.55)
---------- ---------- ----------
---------- ---------- ----------
Weighted average shares of
common stock outstanding 7,432,297 4,641,713 2,555,251
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-7

<PAGE>

<TABLE>
<CAPTION>
AGTsports, Inc.
(A Development Stage Company)
Consolidated Statements of Changes in Shareholder's Equity

PREFERRED STOCK COMMON STOCK MEMORANDUM
----------------- ----------------- ADDITIONAL TOTAL
NUMBER OF NUMBER OF PAID-IN TREASURY ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL STOCK (DEFICIT) EQUITY
--------- ------ --------- ------ ---------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance: January 6, 1986 -- $ -- -- $ -- $ -- $ -- $ -- $ --

Balance: January 21, 1986 -- -- 30,000 30 5,970 -- -- 6,000
Issued common stock -- -- 90,000 90 149,910 -- -- 150,000
Offering costs -- -- -- -- (7,257) -- -- (7,257)
Net loss -- -- -- -- -- -- (5,247) (5,247)
-------- ----- ------- ----- --------- -------- ----------- -----------
Balance: September 30, 1986 -- -- 120,000 120 148,623 -- (5,247) 143,496
Net loss -- -- -- -- -- -- (44,583) (44,583)
-------- ----- ------- ----- --------- -------- ----------- -----------
Balance: September 30, 1987 -- -- 120,000 120 148,623 -- (49,830) 98,913
Net loss -- -- -- -- -- -- (98,913) (98,913)
-------- ----- ------- ----- --------- -------- ----------- -----------
Balance: September 30, 1988 -- -- 120,000 120 148,623 -- (148,743) --
Stock split: 3 to 1 -- -- -- -- -- -- -- --
Issued common stock to acquire
subsidiaries -- -- 99,943 100 5,534,840 -- (8,824) 5,526,116
Shares purchased by subsidiary -- -- -- -- -- (25,112) -- (25,112)
-------- ----- ------- ----- --------- -------- ----------- -----------
Balance: September 30, 1989 -- -- 219,943 220 5,683,463 (25,112) (157,567) 5,501,004
Reverse stock split: 15 to 1 -- -- -- -- -- -- -- --
Issued common stock for services -- -- 14,801 15 167,231 -- -- 167,246
Issued common stock pursuant to
debenture agreement -- -- 60,000 60 649,940 -- -- 650,000
Issued common stock for investment
in joint venture -- -- 34,500 35 381,815 -- -- 381,850
Issued common stock for professional
services -- -- 60,000 60 649,940 -- -- 650,000
Issued common stock to settle
litigation -- -- 4,055 3 44,735 -- -- 44,738
Treasury stock activity -- -- -- -- -- 25,112 -- 25,112
Stock split: 3 to 1 -- -- -- -- -- -- -- --
Net loss -- -- -- -- -- -- (5,783,853) (5,783,853)
-------- ----- ------- ----- --------- -------- ----------- -----------
</TABLE>

See accompanying notes to consolidated financial statements. (Continued)

F-8

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
Consolidated Statements of Changes in Shareholder's Equity
(Page 2)

PREFERRED STOCK COMMON STOCK MEMORANDUM
-------------------- ------------------- ADDITIONAL TOTAL
NUMBER OF NUMBER OF PAID-IN TREASURY ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL STOCK (DEFICIT) EQUITY
--------- ---------- --------- ------ ---------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance: September 30, 1990 -- $ -- 393,299 $ 393 $ 7,577,124 $ -- $(5,941,420) $ 1,636,097
Issued common stock to settle
litigation -- -- 3,000 3 39,147 -- -- 39,150
Issued common stock to acquire
intangible assets -- -- 1,585,194 1,585 2,376,206 -- -- 2,377,791
Distribution declared pursuant to
January 28, 1991 contract -- -- -- -- (6,142,907) -- -- (6,142,907)
Net income -- -- -- -- -- -- 4,545,160 4,545,160
--------- ---------- --------- ------ ----------- ----------- ----------- -----------
Balance September 30, 1991 -- -- 1,981,493 1,981 3,849,570 -- (1,396,260) 2,455,291
Issued common stock -- -- 200,000 200 199,800 -- -- 200,000
Issued common stock for services -- -- 447,250 447 590,303 -- -- 590,750
Issued common stock to acquire
intangible assets -- -- 330,000 330 329,670 -- -- 330,000
Issued common stock through
private placement -- -- 42,750 43 85,457 -- -- 85,500
Net income -- -- -- -- -- -- (1,267,987) (1,267,987)
--------- ---------- --------- ------ ----------- ----------- ----------- -----------
Balance: September 30, 1992 -- -- 3,001,493 3,001 5,054,800 -- (2,664,247) 2,393,554
Issued common stock -- -- 263,000 263 516,737 -- -- 517,000
Issued common stock for services -- -- 166,916 167 277,097 -- -- 277,264
Issued common stock to settle
litigation -- -- 76,379 77 106,836 -- -- 106,913
Reverse stock split: 13 to 1 -- -- -- -- -- -- -- --
Issued common stock to former
BBBC stockholders -- -- 161,401 161 (161) -- -- --
Issued common stock to acquire
assets -- -- 200,000 200 199,800 -- -- 200,000
Issued preferred stock to treasury 1,000,000 4,000,000 -- -- -- (4,000,000) -- --
Cancellation of distribution
declared -- -- -- -- 6,142,907 -- -- 6,142,907
Net income -- -- -- -- -- -- (7,620,061) (7,620,061)
--------- ---------- --------- ------ ----------- ----------- ----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements. (Continued)

F-9

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
Consolidated Statements of Changes in Shareholder's Equity
(Page 3)

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK MEMORANDUM
--------------------- ------------------ ADDITIONAL TOTAL
NUMBER OF NUMBER OF PAID-IN TREASURY ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL STOCK (DEFICIT) EQUITY
---------- ---------- ---------- ------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance: September 30, 1993 1,000,000 $4,000,000 3,869,189 $ 3,869 $12,298,016 $(4,000,000) $(10,284,308) $ 2,017,577
Issued common stock -- -- 80,871 81 153,620 -- -- 153,701
Issued common stock for services -- -- 907,237 907 1,901,355 -- -- 1,902,262
Issued common stock to settle
obligations -- -- 305,827 306 522,139 -- -- 522,445
Issued common stock to acquire
software -- -- 33,000 33 58,955 -- -- 58,988
activity -- -- -- -- -- (6,860) -- (6,860)
Preferred stock split 10 to 1 -- -- -- -- -- -- -- --
Net income -- -- -- -- -- -- (3,783,365) (3,783,365)
---------- ---------- ---------- ------- ----------- ----------- ------------ -----------

Balance: September 30, 1994 1,000,000 4,000,000 5,196,124 5,196 14,934,085 (4,006,860) (14,067,673) 864,748
Issued common stock -- -- 1,122,200 1,122 596,078 -- -- 597,200
Issued common stock for services -- -- 1,539,875 1,540 -- -- -- 1,397,942
Issued common stock for debt
settlement with employees -- -- 2,186,023 2,186 1,396,402 -- -- 1,169,508
Issued common stock for debt and
obligation settlement -- -- 310,750 311 168,060 -- -- 168,371
Issued stock for territory
acquisition -- -- 225,000 225 129,850 -- -- 130,075
Issued common stock for VAST
joint venture -- -- 700,000 700 867,300 -- -- 868,000
Return of preferred stock per
AMIC settlement (1,000,000)(4,000,000) -- -- -- -- -- (4,000,000)
Treasury stock activity -- -- (749,000) (749) (3,999,251) 3,990,140 -- (9,860)
Net loss -- -- -- -- -- -- (5,216,415) (5,216,415)
---------- ---------- ---------- ------- ----------- ----------- ------------ -----------

Balance: September 30, 1995 -- $ -- 10,530,972 $10,531 $15,259,846 $ (16,720) $(19,284,088) $(4,030,431)
---------- ---------- ---------- ------- ----------- ----------- ------------ -----------

</TABLE>

See accompanying notes to consolidated financial statements.

F-10

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
Consolidated Statements of Changes in Shareholders' Equity
(Page 4)

<TABLE>
<CAPTION>
MEMORANDUM
TOTAL UNREALIZED CUMULATIVE TOTAL
SHAREHOLDERS' HOLDING TRANSLATION SHAREHOLDERS'
EQUITY GAIN ADJUSTMENT EQUITY
------------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Balance: January 6, 1986 $ -- $ -- $ -- $ --
----------- ----------- -------- -----------
----------- ----------- -------- -----------
Balance: September 30, 1986 143,496 -- -- 143,496
----------- ----------- -------- -----------
----------- ----------- -------- -----------
Balance: September 30, 1987 98,913 -- -- 98,913
----------- ----------- -------- -----------
----------- ----------- -------- -----------
Balance: September 30, 1988 -- -- -- --
----------- ----------- -------- -----------
----------- ----------- -------- -----------
Balance: September 30, 1989 5,501,004 -- -- 5,501,004
----------- ----------- -------- -----------
----------- ----------- -------- -----------
Balance: September 30, 1990 1,636,097 -- -- 1,636,097
----------- ----------- -------- -----------
----------- ----------- -------- -----------
Balance: September 30, 1991 2,455,291 -- -- 2,455,291
----------- ----------- -------- -----------
----------- ----------- -------- -----------
Balance: September 30, 1992 2,393,554 -- -- 2,393,554
----------- ----------- -------- -----------
----------- ----------- -------- -----------
Balance: September 30, 1993 2,017,577 -- -- 2,017,577
----------- ----------- -------- -----------
----------- ----------- -------- -----------

Memorandum total shareholders'
equity 864,748 -- -- 864,748
Unrealized holding gain -- 1,660,517 -- 1,660,517
Unrealized loss - foreign
currency translation -- -- (8,893) (8,893)
----------- ----------- -------- -----------
Balance: September 30, 1994 864,748 1,660,517 (8,893) 2,516,372
----------- ----------- -------- -----------
----------- ----------- -------- -----------

Memorandum total shareholders'
equity (4,030,431) -- -- (4,030,431)
Unrealized loss - foreign
currency translation -- -- (11,191) (11,191)
----------- ----------- -------- -----------
Balance: September 30, 1995 $(4,030,431) $ -- $(11,191) $(4,041,622)
----------- ----------- -------- -----------
----------- ----------- -------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-11

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
PERIOD FROM
YEARS ENDED SEPTEMBER 30, JANUARY 6, 1986
---------------------------- (INCEPTION) TO
1995 1994 SEPT. 30, 1995
----------- ----------- ---------------
<S> <C> <C> <C>
Cash flows from operating activities
Net income (loss) $(5,216,415) $(3,783,365) $(19,284,088)
Adjustments to reconcile net income
(Loss) to net cash provided by
operating activities
Depreciation and amortization 192,848 259,900 2,004,835
(Gain) loss on disposal of assets 3,856 -- (3,030,507)
Loss on sale of investments -- -- 35,072
Loss on equity securities (243,465) -- 4,973,015
Write-down of investments to market -- -- 3,567,629
Debt forgiven (26,176) (26,746) (163,131)
Territory management -- -- 205,000
Territory sales/reacquisition 1,465,075 -- 482,586
Common stock issued for software 58,988 58,988
Common stock issued for services 1,397,942 1,902,262 4,960,865
Common stock issued for obligation 1,337,879 522,445 1,896,237
(Increase) decrease in accounts
receivable -- 41,681 (335,000)
(Increase) decrease in inventory 40,812 (5,888) --
(Increase) decrease in other assets 263,994 (82,243) 36,625
Increase (decrease) in accounts payable (299,709) 215,465 244,730
Increase (decrease) due to employees -- 138,195 130,195
Increase (decrease) in accrued expenses 554,883 153,541 907,507
----------- ----------- ------------

Net cash used by operating activities (528,476) (605,765) (3,301,443)

Cash flows from investing activities:
Return of capital - limited partnership -- 500,000 500,000
Receipts from notes receivable -- -- 80,772
Loans made -- -- (237,328)
Purchase of assets (42,838) (18,741) (347,087)
Purchase of stock in affiliate -- -- (10,000)
Proceeds from sale of investments -- -- 277,739
Proceeds from insurance settlement -- -- 12,029
----------- ----------- ------------

Total cash flows from investing activities (42,838) 481,259 276,125

Cash flows from financing activities:
Proceeds from issuance of capital stock 597,200 153,701 1,702,144
Payments on capital lease financing (10,000) (3,453) (20,976)
Principal payments on notes payable (14,000) 37,500 23,500
Advances from affiliates -- 236,764 1,421,542

(Continued)
</TABLE>

See accompanying notes to consolidated financial statements.

F-12

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Page 2)

<TABLE>
<CAPTION>
PERIOD FROM
YEARS ENDED SEPTEMBER 30, JANUARY 6, 1986
---------------------------- (INCEPTION) TO
1995 1994 SEPT. 30, 1995
----------- ----------- ---------------
<S> <C> <C> <C>
Payments to affiliates $ -- $ (509,317) $ (509,317)
Advances from line of credit 7,829 -- 158,829
Advances from notes payable 6,000 210,500 266,500
----------- ---------- -----------

Total cash flows from financing activities 587,029 125,695 3,042,222

Net increase in cash 15,715 1,189 16,904

Cash at beginning of year 1,189 -- --
----------- ---------- -----------

Cash at end of year $ 16,904 $ 1,189 $ 16,904
----------- ---------- -----------
----------- ---------- -----------

Financing activities not affecting cash:
$ 152,000
Marketable securities received as
contribution to capital $ -- $ -- $ (152,000)

Marketable securities contributed
to capital -- -- $ 5,314,678

Additional paid in capital received -- -- $(5,314,678)

Additional paid in capital contributed -- -- $ 1,611,036

Transfer assets to limited partnership
and termination pursuant to agreement $(1,611,036) $1,611,036

Issuance of common stock in exchange
for investment in joint venture $ 868,000 -- $ 868,000

Reference Note 9 - Securities Changes

Supplemental information:

Interest paid $ 11,239 $ 2,929
Taxes paid $ 12,740 $ 24,050

</TABLE>

See accompanying notes to consolidated financial statements.

F-13

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AGTsports, Inc. (the "Company") was incorporated under the laws of the
state of Colorado on January 6, 1986, and had no operations through
April 30, 1989. The Company has selected September 30th as its
accounting and fiscal year end. During the fiscal year ended
September 30, 1991, the company began to pursue its current principal
activity of providing technological and software services to golf and
related industries. On March 1, 1990, the Company's Management
formally elected to change the corporate name to Ultratech Knowledge
Systems, Inc. (UKS) from its original name of American Merger Control,
Inc. On June 7, 1993, the Shareholders of the Company voted to amend
the Company's Articles of Incorporation such that the name of the
Company would be changed to AGTsports, Inc. (AGT) from Ultratech
Knowledge Systems, Inc.

On May 15, 1991, the Company entered into an agreement with American
Consolidated Growth Corporation (ACGC) to acquire the division of ACGC
known as Advance Golf Technologies (AGT) by the issue of 1,585,194
(post-split) shares of AGT common stock to ACGC. The transaction was
valued at predecessor cost. There was no write-up of the asset
valuations from this transaction. Pursuant to this agreement, the
Management of the Company formally established the "doing business as"
or DBA name of Advance Golf Technologies. Through this transaction,
ACGC gained substantial control over the Company. At September 30,
1994, ACGC owned 8.37% of the outstanding common stock of the
Company. On September 15, 1995, the Company entered into a settlement
agreement with ACGC which settled intercompany activities with ACGC.
(Reference Note 2).

On March 16, 1992, the Company established an 80% owned subsidiary to
operate under the name of "Advance Golf Technologies Systems, Inc."
Advance Golf Technologies Systems, Inc. was incorporated under the
laws of the state of Colorado. This affiliated company has not been
capitalized or activated. Therefore it is not consolidated into these
financial statements.

In January, 1994, the Company established a wholly-owned foreign
subsidiary which operates under the name of AGTsports (Europe) Ltd.
The subsidiary will be used to facilitate the activities of the
Company in the European Common Market. The functional currency of the
subsidiary is the Irish Currency. During the year ended September 30,
1995, the Company established a wholly-owned subsidiary which operates
under the name of AGTsports Australia Pty. Ltd. The functional
currency of the subsidiary is the Australian Dollar. Foreign
operations that are recorded in a foreign currency must be restated in
U.S. Dollars in accordance with generally accepted accounting
principals and any gains or losses on the translation recorded as a
separate component of shareholders' equity as promulgated by FASB
Statement No. 52, "Foreign Currency Translation." All revenues and
expenses related to the subsidiary will flow through the parent. To
date, the operations of the subsidiary are not material.

F-14

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of AGTsports, Inc. and its two wholly-owned
foreign subsidiaries, AGTsports Australia Pty. Ltd. and AGTsports
(Europe) Ltd. All significant intercompany transactions have been
eliminated.

DEVELOPMENT STAGE COMPANY/GOING CONCERN - The Company is in the
development stage. It has not commenced principal operations and has
not sold significant products to date. Its proposed operations are
subject to all of the risks inherent in the establishment of a new
business enterprise, including the absence of an operating history.
The Company's continued existence is dependent upon its ability to
either develop or purchase components and sell its products and obtain
profitable operations or on its ability to obtain additional sources
of funding through outside financing or equity investments.

INCOME TAXES - During the year ended September 30, 1994, the Company
adopted Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes," which requires an asset and liability
approach for financial accounting and reporting for income taxes.
Under SFAS No. 109, deferred income taxes are provided for the
temporary differences between the financial reporting basis and the
tax basis of the Company's assets and liabilities. Deferred income
taxes represent the future tax return consequences of the temporary
differences, which will be taxable or deductible when assets and
liabilities are recovered or settled.

The deferred method, used in years prior to fiscal 1994, required the
Company to provide for deferred tax expense based on certain items of
income and expense which were reported in different years in the
financial statements and the tax returns as measured by the rate in
effect for the year the difference occurred.

As permitted by SFAS No. 109, the Company has not elected to restate
previously issued financial statements for the change in accounting
for income taxes. Pro forma effects of retroactive application of
SFAS No. 109 to prior years are not determinable, and thus the effects
on net income and earnings per share are not shown.

FOREIGN CURRENCY TRANSLATION - The Company's primary functional
currency is the U.S. dollar. Most foreign entities translate monetary
assets and liabilities at year-end exchange rates while nonmonetary
items are translated at historical rates. Income and expense accounts
are translated at the average rates in effect during the year, except
for depreciation and cost of product sales which are translated at
historical rates. Gains or losses from changes in exchange rates are
recognized in consolidated income in the year of occurrence. The
remaining entities use the local currency as the functional currency
and translate net assets at year-end rates while income and expense
accounts are translated at average exchange rates. Adjustments
resulting from these translations are reflected in the Shareholders'
equity section titled "Cumulative translation adjustment."

F-15

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

PROPERTY AND EQUIPMENT - Fixed assets are carried at cost and are
depreciated over their estimated useful lives utilizing the straight-
line method of accounting. Reference Note 5 - Property, Plant and
Equipment

INVENTORY - Inventory is comprised of the Golf Players System
software, scorecards which can be scanned by a scanner for input of
data as a part of the automated player/course rating system and
merchandise. Reference Note 3 - Inventory

CASH AND CASH EQUIVALENTS - For the purposes of the Statements of Cash
Flows, the Company considers all highly liquid investments purchased
with an original maturity of three months or less to be cash
equivalents.

CAPITALIZATION OF RESEARCH AND DEVELOPMENT COSTS - The policy of the
Company is to expense research and development costs as incurred.
Software products for which technological feasibility has been
established will be capitalized when purchased. During the years
ended September 30, 1995 and 1994, there were no charges to expense
for research and development costs.

EARNINGS PER SHARE - Earnings per share have been computed based upon
the weighted average number of shares outstanding during the year of
7,432,297 and 4,641,713 for the years ended September 30, 1995 and
1994, respectively. Common stock equivalents in the aggregate do not
dilute earnings per share by more than 3%, therefore, no change is
presented.

REVENUE RECOGNITION - Revenue is recognized on the accrual basis of
accounting. Revenue for bartering type agreements is recognized as
services are provided on an accrual basis of accounting.

INVESTMENTS - Investments owned greater than 50% by the Company will
be reported on a consolidated basis of accounting. Investments for
which the Company owns greater than 20% but less than 51% and for
investments that are not corporate entities for which the Company
exercises significant influence are reported on the equity method of
accounting. Investments owned less than 20% by the Company are
reported on the lower of cost or estimated fair market value.

NOTE 2 - RELATED PARTY TRANSACTIONS

During the year ended September 30, 1993, American Consolidated Growth
Corporation (ACGC) advanced $784,012 to the Company for use in its
operations. This advance was paid back by the Company's issuance of
714,347 shares of ACGC common stock acquired by the Company in the
transaction dated January 28, 1991. During the year ended September
30, 1994 management of these companies mutually agreed to rescind the
repayment through stock since it would be in the best interest of both
companies. As a result of the agreement to rescind the transaction,
the Company has restated its financial statements for the year ended
September 30, 1993 to reflect the liability and the investment in
equity

F-16

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

securities written down consistent with the original agreement.
(Reference Note 16 - Rescission of Agreement). The transferred common
stock of ACGC was recorded on the books at $6,000,492 during the
fiscal year ended September 30, 1993 and the write down of the
investment to the estimated fair market value at the time resulted in
a loss on equity securities of $5,216,480 for the year ended September
30, 1993.

On September 7, 1993, the Company entered into an agreement with ACGC
whereby the Company issued 1,000,000 shares of Preferred Stock in
exchange for the transfer by ACGC to the Company of 750,000 common
shares of the Company. The common stock returned to the Company
represents 19.4% of the outstanding common stock of the Company at
September 30, 1993 and is being held as treasury stock at September
30, 1994 and 1993. The preferred stock of the Company issued is non-
voting, $4.00 per share par value which pays a dividend rate of the
higher of 4% of the face value of the Share or 13% of the net earnings
of the Company, computed at the end of each fiscal year and can be
paid in cash or common shares of the Company, at the discretion of the
Company's Board of Directors. Preferred stock will have the right to
receive up to $4,000,000 prior to distributions to other shareholders
upon dissolution of the Company.

The Company is affiliated with American Consolidated Growth
Corporation (ACGC) through a series of past transactions. ACGC is no
longer acting as a technology banking company but has now assumed its
primary purpose as being in the staffing industry which is the primary
mission of its wholly owned subsidiary, Eleventh Hour, Inc. The
Company entered into a an agreement with ACGC as a final settlement of
intercompany relationships. The details of this agreement are as
follows:

On September 15, 1995 the Company entered into an agreement with
American Consolidated Growth Corporation (ACGC) to reach a final
settlement of the related party activities between the two Companies
over the past few years. During the past fiscal year, ACGC has
changed its management and its operational purpose from being a
"technology banker" to being a staffing company, which is the purpose
of its wholly owned subsidiary, Eleventh Hour, Inc. ACGC is no longer
interested in holding certain equity investments or fulfilling its
responsibility to its affiliated companies to assist with funding or
investment opportunities. Previously, ACGC had acquired common stock
and preferred stock of the Company as well as participation in a
limited partnership in which ACGC signed a note payable to fulfill its
responsibility to the limited partnership. During 1995, ACGC
liquidated its holdings of common stock of the Company. The agreement
dated September 15, 1995 provides for the following:
a) Amounts due to ACGC by the Company are terminated with the
execution of a settlement agreement with a mutual shareholder of
the companies to reacquire territorial sales rights of the
Company.

b) The preferred stock of the Company held by ACGC will be returned
to the Company as well as the Common Stock dividend to be issued
pursuant to the agreement relative to the preferred stock.

F-17

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

c) Termination of all former agreements including the limited
partnership agreement and the related note payable signed by ACGC
to the limited partnership.

d) The consideration is that the Company will issue common stock to
ACGC which is equivalent to 40% of the outstanding shares of the
Company as of September 15, 1995.

e) Both parties agree that the two will transfer certain assets to a
partnership named Global Links LTD. for the purpose of owning an
overriding royalty on sales of a reservation tee-time system to
the golf industry. ACGC agrees to transfer 100% of the common
stock of the Company to the partnership with the option to
withdraw 25% of its contributed stock at anytime for the first
twelve months but must receive a 33% reduction of its royalty .

f) The Company agrees to transfer certain contract rights associated
with tee times reservations system to Global Links LTD.

The Common Stock to be issued pursuant to the agreement with American
Consolidated Growth Corporation was issued after September 30, 1995.
The total number of shares issued pursuant to the agreement was
7,850,000 shares of Common Stock. The value of these shares was
determined by the amount of debt owed by the Company, net of assets
received, and is recorded as a "Liability to issue common stock to
affiliate".

During the year ended September 30, 1993, two shareholders each made a
$25,000 90-day unsecured loan to the Company. The shareholders have
the option to convert all or part of the cash settlement into common
stock at the time of payment made by the Company at the option price
of $5.00 per share. Subsequent to September 30, 1993 one shareholder
elected to convert the loan to common stock and the other shareholder
continued to obtain periodic payments from the Company.

During the year ended September 30, 1994, ten shareholders issued
unsecured loans with the Company totaling $404,726. The shareholders
have the option to convert all or part of the cash settlement into
common stock at the time of payment made by the Company at the option
price of $5.00 per share. $190,000 of these loans were converted to
stock during the current year. (Reference Note 6)

During the year ended September 30, 1994, the Company made payments to
and on the behalf of Renaissance Knowledge Systems (RKS) which
amounted to $305,780. Since there currently is no written contractual
agreement the Management is accounting for this as a loan to RKS. An
allowance for loan loss for the entire amount has been established
since management is unable to determine the ability of RKS to repay
the amount.

F-18

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

NOTE 3 - INVENTORY

At September 30, inventories consisted of the following:

<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Merchandise $ -- $ 5,342
Scorecards -- 31,440
Software -- 4,030
-------- -------
Total $ -- $40,812
-------- -------
-------- -------
</TABLE>

Inventories are stated at the lower of standard cost or market on a
first in, first out method.

NOTE 4 - LIMITED PARTNERSHIP

On May 15, 1991, the Company entered into an agreement with ACGC to
acquire the division of ACGC known as "Advance Golf Technologies"
(AGT) by the issue of 1,585,194 (post-split) shares of the Company's
common stock to ACGC. This transaction was valued at predecessor cost
of $2,377,791. There was no write-up in asset value at May 15, 1991.
Management valued this transaction at $1.50 per share which is based
on a discounting of estimated market value. This intangible
investment is being amortized over five years on the straight line
method. Amortization expense amounted to $19,815 and $118,890 for the
years ended September 30, 1995 and 1994, respectively. Equipment,
software and the tape library were evaluated for the purpose of the
expenditure and the future use of the items. For each of these areas,
these items were deemed appropriate to capitalize as assets due to
extended useful lives and/or due to the belief that technological
feasibility was proven. No expense has been recorded to write down
assets to net realizable values since it appears to management that
these values can be realized. The timing of the realization has
apparently changed due to the past change in the short term management
philosophy of the company and its products.

During the fourth (4th) quarter of the fiscal year ended September 30,
1994, the Company established AGTsports, Inc. Limited Partnership I.
The Limited Partnership is accounted for as an equity method
investment. The Company transferred assets with a book value of
$1,611,036 to the partnership and is to serve as the general manager.
The assets transferred include the Players System Software and
Marketing Rights transferred at a net book value of $1,129,451. This
intangible asset is being amortized over five years since 1991 with
the annual amortization expense of $475,558. These rights continue to
have future value in that they are the foundation of the contracts
with the European PGA Tour, the PGA Tour of Australasia and the
Australian State Associations. As of September 30, 1994, the only
limited partner is ACGC. ACGC paid $500,000 and offered a short term
note to the partnership for $500,000 for the balance of the amount
due. As a subsequent event, the maturity date has been extended. Of
the money received from ACGC, $161,000 was used to satisfy obligations
of the Company and the balance was used to

F-19

<PAGE>

AGTsports, Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

pay back some of the amounts due to ACGC. Management continues to
seek funding for its projects through this limited partnership and
through other sources. No assurances can be made that the Company
will be successful in its efforts to fully fund this partnership. The
initial $500,000 in the limited partnership was paid to the Company as
a return of capital to be utilized for obligations as allowed by the
limited partnership use of proceeds. The balance of "Investment in
AGTsports Limited Partnership" is $-0- and $1,111,036 as of September
30, 1995 and 1994, respectively.

The limited partnership was terminated effective as of September 15,
1995 with the withdrawal of ACGC as a limited partner pursuant to the
settlement agreement executed with the Company. Reference Note 2 -
Related Party Transactions, for a detailed discussion of the
settlement agreement.

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

At September 30, Property, Plant and Equipment are summarized by major
classifications as follows:

<TABLE>
<CAPTION>
1995 1994
---------- ---------
<S> <C> <C>
Computer Equipment $ 359,993 $ 250,693
Equipment 18,006 71,293
Furniture and Fixtures 66,384 64,984
Players Software 100,000 --
Promotional Tape Library 57,514 57,514
Software Masters 835,569 198,987
---------- ---------
1,437,466 643,471
Less Accumulated Depreciation
and Amortization (960,685) (262,603)
---------- ---------
$ 476,781 $ 380,868
---------- ---------
---------- ---------
</TABLE>

Property, plant and equipment are stated at cost. Total depreciation
and amortization expense amounted to $192,848 and $259,900 for the
years ended September 30, 1995 and 1994, respectively. Amortization
of computer software costs amounted to $26,471 and $58,829 for the
years ended September 30, 1995 and 1994, respectively. There were no
amounts written down to a net realizable value for the years ended
September 30, 1995 and 1994. All items capitalized are deemed to have
future value in relationship to the activities of the company,
including its agreements with the professional and amateur groups.
(Reference Note 4 - Limited Partnership).

The estimated useful lives of the listed assets is as follows:

Computer Equipment - 5 years Players Software - 5 years
Equipment - 5 years Promotional Tape Library - 5 years
Furniture and Fixtures - 7 years Software Masters - 5 years

F-20

<PAGE>

AGTsports Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

NOTE 6 - LONG-TERM DEBT

Long-Term Debt consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------------
1995 1994
-------- ---------
<S> <C> <C>
Installment note payable at $737.52 per
month plus 10% interest,
collateralized by equipment $ 3,500 $ 18,200

Unsecured 90-Day Note payable at maturity
plus 10% interest, collateralized
by equipment 2,500 12,500

Unsecured Note, payable in full plus 10%
interest at 5-22-94. Past due and
payable in full upon demand -- 25,000

Unsecured Note, payable in full plus 10%
interest at 5-30-94. Past due and
payable in full upon demand 25,000 25,000

Unsecured Note, payable in full plus 10%
interest at 6-20-94. Past due and payable
in full upon demand -- 10,000

Unsecured Note, payable in full plus 10%
interest upon demand 61,226 61,226

Unsecured Note, payable in full plus 10%
interest upon demand 2,000 2,000

Unsecured Note, payable in full plus 18%
interest at 10-28-94 -- 38,500

Note payable secured by accounts receivable
and revenues, payable in monthly payments
escalating to a fixed payment of $12,336
after the sixth payment of 1.34% of AGT's
net operating revenues during the
immediately preceding 30 days, whichever
is greater, after the first 9 months.
Outstanding principal accrues interest
at 7.5% 1,000,000 --

Unsecured Note, payable in full plus
15% interest at 5-27-95. Past due
and payable in full upon demand 2,000 --
</TABLE>

F-21

<PAGE>

AGTsports Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

<TABLE>
<S> <C> <C>
Unsecured Note to related entity,
payable in full by the issuance of
101,000 shares of common stock plus
15% interest payable in cash or stock 113,120 --

Less amount due within one year (348,142) (192,426)
--------- ---------
$ 861,204 $ --
--------- ---------
--------- ---------
</TABLE>

The above debt matures as follows:

<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30, AMOUNT
------------- --------
<S> <C>
1996 $ 348,142
1997 148,032
1998 148,032
1999 148,032
2000 148,032
Thereafter 269,076
---------
Less current portion (348,142)
---------
$ 861,204
---------
---------
</TABLE>

NOTE 7 - COMMITMENTS AND CONTINGENCIES

(a) The Company relocated its offices December 21, 1992, and entered into a
lease which expires July 31, 1996. The Company periodically rents equipment
on short-term operating leases. For the years ended September 30, 1995 and
1994, rental expense amounted to $70,495 and $72,878, respectively.

The following is a schedule of future minimum rental payments required under
the above operating lease as of September 30, 1995:

<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30, AMOUNT
------------- ----------
<S> <C>
1996 $ 10,800
1997 --
1998 --
1999 --
2000 --
----------
$ 10,800
----------
----------
</TABLE>

(b) As of September 30, 1994, a disputed claim of $21,557 has been filed
against the Company in the State of Colorado District Court, City and County
of Denver, by a vendor on an open account. The dispute involves certain
contracted desk-top publishing and graphic design supplied to the Company.
The disputed amount is included in accounts payable.

(c) There is an action pending before the Court of Claims of the Country of
Ireland on behalf of a former contractor of AGTsports, Inc. for breach of
agreement to and including some past due fees due and owing in the amount of
#48,000 pounds. Such action is disputed by the Company and local counsel has
been retained in Ireland to represent the Company in this action.

F-22

<PAGE>

AGTsports Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

(d) The Company received notification during the fiscal year ended September
30, 1995 of a formal order of investigation entered by the Securities and
Exchange Commission. the Company was notified the inquiry is confidential
and should not be construed as an indication by the Commission or its staff
that any violation of law have occurred, or as adverse reflection upon any
person, entity or security. management of the Company is cooperating with
the inquiry of the Company. The outcome of the investigation cannot be
determined at this time.

NOTE 8 - REALIZATION OF ASSETS

As shown in the accompanying financial statements, the Company incurred a net
loss of $5,216,415 and $3,783,365 during the years ended September 30, 1995
and 1994, respectively, and as of those dates, the Company's current
liabilities exceeded its current assets by $1,741,408 and $2,446,914,
respectively. These factors, as well as continued operating losses and lack
of working capital, create an uncertainty as to the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might be necessary should the Company be unable to continue
as a going concern.

Management of the Company plans continued pursuit of its existing operations
and strategic alliances. In addition, management will seek to restructure
the staffing of the company to better reflect the immediate needs of the
Company. Management of the Company will satisfy the cash needs of the
Company through equity investors, shareholder loans and cash generated from
operations which include providing statistical information to individuals and
limited sales of individual players system software. Management continues to
explore revenue generating opportunities which utilize the proprietary
software of the Company. Management will continue its plan to establish
marketing subsidiaries in Australia, Europe and the United States. These
marketing subsidiaries are to maximize the relationships the Company has
established with various PGA Tour Entities and State Associations.

NOTE 9 - SECURITIES CHANGES

During the year ended September 30, 1994, the Company issued common stock
totalling 80,871 shares for $153,701. The shares sold approximated market
price as calculated by the average of the bid and the ask price quotations.

During the year ended September 30, 1994, the Company issued 907,237 shares
of its common stock for services. The transactions were valued by management
at the estimated fair market value as calculated by the average of the bid
and the ask quotations discounted 45% since the stock issued was restricted
and has a limited trading market. The transactions were valued at $1,902,262.

F-23

<PAGE>

AGTsports Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

During the year ended September 30, 1994, the Company issued 305,827 shares
of its common stock as payment for debts outstanding which totalled $522,445.
The transactions were valued by management as the total of the debt paid.

During the year ended September 30, 1994, the Company issued 33,000 shares as
a partial payment for the acquisition of software. The partial payment was
valued at $58,988 which is the estimated fair market value as calculated by
the average of the bid and the ask quotations discounted 45% since the stock
issued was restricted and has a limited trading market.

During the year ended September 30, 1995, the Company issued 1,122,200 shares
of common stock to unrelated parties for $597,200 at per share prices ranging
from $0.50 to $1.00.

During the year ended September 30, 1995, the Company issued 1,539,875 shares
of its common stock for services. The transactions were valued by management
at the estimated fair market value as calculated by the average of the bid
and the ask quotations discounted 45% since the stock issued was restricted
and has a limited trading market. The transactions were valued at
$1,397,942. Of this amount, $86,392 to officers and directors with the
balance to unrelated parties.

During the year ended September 30, 1995, the Company issued 2,186,023 shares
of its common stock to Company employees as settlement in lieu of cash
payment for accrued wages and all debts outstanding which totalled
$1,169,508. The transactions were valued by management as the total of the
debt paid.

During the year ended September 30, 1995, the Company issued 310,750 shares
of its common stock as payment for debts outstanding and other obligations
which totalled $168,371. The transactions were valued by management as the
total of the debt and obligations paid.

During the year ended September 30, 1995, the Company issued 225,000 shares
of its common stock for acquisition of territory rights. The transactions
were valued by management at the estimated fair market value as calculated by
the average of the bid and the ask quotations discounted 45% since the stock
issued was restricted and has a limited trading market. The transactions
were valued at $130,075.

During the year ended September 30, 1995, the Company issued 700,000 shares
of its common stock as a contribution to capital for 50% ownership in the
Vision Applied Sports Technology joint venture (Reference Note 18 - Joint
Venture). The transaction was valued at the estimated market value of the
common stock calculated as the average of the bid and the ask prices for the
period of issue discounted 45% due to being a block of restricted stock.

F-24

<PAGE>

AGTsports Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

NOTE 10 - ACCRUED EXPENSES

Accrued Expenses are summarized by components as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30,
1995 1994
--------- ---------
<S> <C> <C>
Accrued Payroll Expense $ 280,341 $ 316,324
Accrued Interest Payable 48,860 11,756
Accrued Directors' Fees 503,200 --
Accrued Professional Expenses 75,562 25,000
--------- ---------

Total $ 907,963 $ 353,080
--------- ---------
--------- ---------
</TABLE>

NOTE 11 - KEY EMPLOYEES AND RELATIONSHIPS

The Company is in the process of restructuring to reduce its dependence on a
select few individuals. The first phase of this process was to install a new
President having an operational background effective as of July 1995. The
Company has successfully hired a Managing Director for its subsidiary in
Australia and installed a new Board of Directors for the Australian Company.
During the first and second quarter of the fiscal year ending September 30,
1996 the term of office for the Chief Executive Officer and the Corporate
Secretary will be expiring. These two individuals as well as the past
President will continue to work with the Company as independent consultants.
The management of the Company believes the continued assistance of these
individuals during the transition phase is vital to the Company.

NOTE 12 - COMPANY STOCK OPTION PLANS

The Company established a common stock compensation plan whereby each
full-time employee of the Company employed at the current fiscal year end
will be issued common stock of the Company during the first quarter following
the fiscal year end. The value of the common stock is determined to be ten
percent (10%) of the fiscal year wages paid to the employee. The option is
based on base salary and hourly wages only, which would exclude profit
sharing, bonus payments, commissions or any other form of compensation. The
number of shares to be issued under this plan will be calculated as the
average of the bid and the ask stock price on the last trading day prior to
the company's fiscal year end divided into the allowed wages. This is not a
tax deferred plan. All compensation under this plan is treated as a taxable
fringe benefit. The first implementation of this plan by the Company was in
the quarter ending December 31, 1993.

In addition, the Company established an employee common stock purchase plan
whereby each employee has the option to purchase two-times the equivalent
number of shares as calculated under the common stock

F-25

<PAGE>

AGTsports Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

compensation plan. The price of the shares will be fifty percent (50%) of
the average price per share calculated for the common stock compensation
plan. This option must be exercised when the employee signs the Company
Option Plan Agreement. This is not a tax deferred plan. Discounts to the
employee are to be treated as taxable fringe benefits. The first
implementation of this plan by the Company was in the quarter ending December
31, 1993.

The two stock related plans are compensation plans which have been
established by the Board of Directors of the Company. These compensation
benefits remain in existence at the discretion of the Board of Directors of
the Company.

During the year ended September 30, 1994, the Company issued 25,634 shares of
its common stock under the common stock compensation plan and 37,878 shares
of its common stock under the employee common stock purchase plan. The
transactions were valued by management at the estimated fair market value as
calculated by the average of the bid and the ask quotations discounted 45%
since the stock issued was restricted and has a limited trading market. The
transactions were valued at $44,834 and $66,249 respectively.

For the fiscal year ended September 30, 1994, there are 2,684 shares of
common stock to be issued during the first quarter of fiscal year September
30, 1995 valued at a price of $4.25 per share as determined under the common
stock compensation plan. Under the employee common stock purchase plan,
there are 5,368 shares of common stock under option, of which 1,622 are
exercisable, at an option price of $2.13 per share.

For the fiscal year ended September 30, 1995, there are 23,650 shares of
common stock to be issued during the first quarter of fiscal year September
30, 1996 valued at a price of $2.25 per share as determined under the common
stock compensation plan. Under the employee common stock purchase plan,
there are 47,300 shares of common stock under option, of which 47,300 are
exercisable, at an option price of $1.13 per share.

NOTE 13 - CONCENTRATIONS OF CREDIT

The other receivables of $335,000 at September 30, 1994, represents an amount
receivable from one company pursuant to a territory sales agreement. An
initial payment of $15,000 was paid to the Company. The territory was sold on
March 25, 1992, for $350,000 with the balance due of $335,000 financed over a
term of three years, maturing March 25, 1995. Pursuant to the change in the
marketing strategy of the Company, this territory was reacquired during the
year ended September 30, 1995 through the issuance of 25,000 shares of common
stock restricted under Section 144.

F-26

<PAGE>

AGTsports Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

NOTE 14 - INVESTMENTS IN EQUITY SECURITIES

Effective September 30, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." The Company's investments in marketable equity
securities are held for an indefinite period and have been historically
reported at the lower of cost or market. The aggregate fair value of the
Company's marketable equity securities at September 30, 1994 totaled
$2,530,676. As a result of the application of SFAS No. 115, the unrealized
holding gains added $1,660,517 to Shareholder's equity at September 30, 1994.

The balance of marketable equity securities held as of September 30, 1995 and
the related balance of unrealized holding gains was $0.00. The Company had
divested all of its securities pursuant to the settlement agreement with
ACGC. (Reference Note 2)

NOTE 15 - FOREIGN CURRENCY TRANSLATION

AGTsports (Europe) Ltd., a wholly owned-subsidiary of AGTsports, Inc.
conducts its operations in Dublin, Ireland. AGTsports (Europe) Ltd. was
funded by the Company during the entire year ended September 30, 1995,
therefore the functional currency of the subsidiary is the U.S, dollar and no
foreign currency translation is necessary. AGTsports (Australia) Pty. Ltd.,
a wholly owned-subsidiary of AGTsports, Inc. conducts its operations in
Sydney, Australia.

According to FASB-52, monetary assets and liabilities are translated using
year end exchange rates while nonmonetary items are translated using
historical rates. Revenues and expenses are translated using an average
exchange rate for the period except for depreciation and cost of product
sales which are translated at historical rates. Accordingly, the current rate
for the Australian Dollar at September 30, 1995, was 0.7556, average rate was
0.7432 and the historical rate used was 0.7509. (Reference Note 1)

As of September 30, 1995, the separate component of shareholders' equity
consisted of the following:

<TABLE>
<S> <C>
Cumulative Translation Adjustment-September 30, 1994 $ (8,893)

Translation Adjustment (2,298)
--------

Cumulative Translation Adjustment-September 30, 1995 $(11,191)
--------
--------
</TABLE>

F-27

<PAGE>

AGTsports Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

NOTE 16 - RESCISSION OF AGREEMENT

The financial statements of the Company reflect the agreement between the
Company and ACGC to rescind the repayment of related party loans amounting to
$784,012 by the transfer to ACGC of 714,347 shares of ACGC common stock. It
was mutually agreed that it would be in the best interest of both companies
for those equity securities be available to the Company as assets or
available for sale to aid in funding the company. Reference Note 2 - Related
Party Transactions

NOTE 17 - MAJOR CUSTOMER

The Company's principle operations during the year ended September 30, 1995,
consisted of providing services to the PGA European Tour and the PGA Tour of
Australasia pursuant to contractual agreements. Under the terms of the
contracts, the Company is to provide specified services at specified rates
and the Tours are also to provide specified services at specified rates at
each tournament event. This resulted in the Company reporting revenues from
services in the amount of $541,000 and expenses related to providing these
services in the amount of $566,000.

NOTE 18 - JOINT VENTURE

The Company entered into a letter of intent to establish a joint venture with
a South African Company for the development and sales of a hand-held
electronic device to be used initially for golf scoring and statistical
information as well as course graphical layouts. The device and its software
will be designed to integrate with the Club Management System being developed
by the Company. The Joint Venture entity was established as a British Virgin
Islands registered company operating under the name of Vision Applied Sports
Technology (VAST). The device is to be manufactured by a Company in Hong Kong
with which the South African Company has already entered into a manufacturing
contract. Prototypes of the device are currently being manufactured and
subsequent to year end the long lead time components have been ordered for a
pilot production run of 100 units.

The investment in VAST is accounted for on the equity method of accounting.
The company owns fifty percent of the joint venture and management believes
the equity method of accounting more accurately reflects the nature of the
joint venture. The responsibility of the Company is to market the devices
and secure a guarantee of payment to the manufacturer for the first 10,000
units. The Company issued 700,000 shares of common stock restricted under
section 144 during the year ended September 30, 1995 as a contribution to
capital which may be used as collateral or other funding opportunities to
finance the production and inventory of the units. The transaction was
valued at the estimated market value of the common stock calculated as the
average of the bid and the ask prices for the date of issue discounted due to
being a block of restricted stock.

F-28

<PAGE>

AGTsports Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

NOTE 19 - SUBSEQUENT EVENTS

The Company entered into an agreement with the Queensland Golf Association
(QGA) whereby the Company will provide to the QGA, at no cost to the QGA, the
hardware and software computer components which make up the Company's "Golf
Players System". In return, the QGA agrees to use the Golf Players System,
to make the Company's optical scan cards the official score cards of the QGA
tournament events and to use the QGA's best endeavors to help the Company
introduce its products and services to affiliated members of QGA and to have
the Company's optical scan score card adopted in all tournament events in
Queensland. The agreement is for a period of five years, effective in
November 1995, and can be renewed for a like period by mutual consent.

The Company entered into an agreement with the Western Australia Golf
Association (WAGA) whereby the Company will provide to the WAGA, at no cost
to the WAGA, the hardware and software computer components which make up the
Company's "Golf Players System". In return, the WAGA agrees to use the Golf
Players System, to make the Company's optical scan cards the official score
cards of the WAGA tournament events and to use the WAGA's best endeavors to
help the Company introduce its products and services to affiliated members of
WAGA and to have the Company's optical scan score card adopted in all
tournament events in Western Australia. The agreement is for a period of
five years, effective in November 1995, and can be renewed for a like period
by mutual consent.

The two golf associations discussed above now represent total contracts with
the Company from four of the five State Associations in Australia.
Management of the Company believes these relationships will have a positive
impact on the operations of the Company.

See Note 2 regarding the subsequent issuance of 7,850,000 shares of the
Company's common stock to an affiliated company.

NOTE 20 - INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in one principal industry segment: providing
technological and software services to golf and related industries.

Geographical financial information is as follows:

<TABLE>
<CAPTION>
1995
---------
<S> <C>
Net sales to unaffiliated customers:
Australia $ 192,500
Europe 348,500
United States 84,170
---------

Total sales $ 625,170
---------
---------
</TABLE>

F-29

<PAGE>

AGTsports Inc.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995
(Continued)

<TABLE>
<CAPTION>
1995
------------
<S> <C>
Operating income:
Australia $ (124,738)
Europe (27,213)
United States (5,045,788)
Corporate-other income (expense) (44,852)
-----------
Total income (loss) before
extraordinary item and income taxes $(5,242,591)
-----------
-----------
Identifiable assets:
Australia $ 146,386
Europe 5,302
United States 431,164
Corporate assets 1,182,391
-----------

Total assets $ 1,765,243
-----------
-----------
</TABLE>

There were no sales or transfers between geographic areas. Operating income
consists of total net sales less operating expenses, and does not include
either interest and other income, net, or income taxes. U.S. operating income
is net of corporate expenses. Identifiable assets of geographic areas are
those assets used in the Company's operations in each area. Corporate assets
include cash and cash equivalents in U.S. accounts, joint venture
investments, and intangible assets.

F-30

<PAGE>

SCHEDULE II
AGTsports, Inc.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
ADDITIONS
BALANCE AT CHARGED CHARGED TO
BEGINNING TO COSTS/ OTHER ACCOUNTS BALANCE AT
DESCRIPTION OF PERIOD EXPENSES (DESCRIBE) DEDUCTIONS END OF PERIOD
----------- ---------- --------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
For the year ended
September 30, 1995:
Allowance for uncollectible
accounts

Due from related party $305,780 $ $ $305,780 $ --

Other receivables -- 222,562 222,562

For the year ended
September 30, 1994:
Allowance for uncollectible
accounts

Due from related party -- 305,780 305,780

</TABLE>

The accompanying notes are a part of this schedule.

S-1

<PAGE>

RESOLUTION AGREEMENT
BY and BETWEEN
AGTsports, INCORPORATED
and
AMERICAN CONSOLIDATED GROWTH CORPORATION

This Agreement is made this 15th day of September 1, 1995, by and between
AMERICAN CONSOLIDATED GROWTH CORPORATION (AMGC), and AGTsports, Incorporated
(AGT).

WHEREAS, AMGC and AGT entered into a series of former business agreements
and transactions which are presently in dispute between the two parties and

WHEREAS, AMGC and AGT are mutually and severally desirous of terminating any
and all disputes between the two companies concerning former business
agreements and transactions, and

WHEREAS, AMGC and AGT desire to enter into a new Agreement for the purpose of
ending all disputes and past agreements between the two parties, to resolve
an outstanding shareholder claim facing both companies, and to establish a
new business agreement with economic opportunities and benefits for both
companies.

NOW THEREFORE, in consideration of the mutual covenants, agreements and
promises herein contained, the parties hereto agree, subject to approval of
the shareholders of record of AGTsports, Inc. as follows:

1. RESOLUTION OF ACCOUNTS RECEIVABLE DUE AMGC FROM AGT. AGT hereby agrees
the final amount due AMGC by AGT concerning all accounts receivable shall be
the amount identified by the auditors of AMGC, Erhardt Keefe, Steiner and
Hottman, P.C., on the AMGC 10-K report for the fiscal year ended June 30,
1995. AGT agrees to adjust its records, tax returns and filings to reflect
the above described debt. AMGC and AGT agree there will be no further
adjustments excepting financial amounts due Eleventh Hour, Inc.

<PAGE>

from AGT, as a result of the normal employee contractual agreements entered
into between the two companies which have extended beyond June 30, 1995.

Both parties acknowledge and agree resolution of the accounts receivable
due AMGC by AGT shall include certain AMGC shareholdings of the officers and
directors of AGT, and of certain other individuals associated with AGT, which
are required to settle a potential claim brought against both companies by
AMGC shareholder, Mick Dragoo. AMGC agrees to make every effort to
successfully resolve the claim on behalf of both companies. AMGC further
agrees to make any and all additional payments to Dragoo that my be required
as part of the settlement agreement with Dragoo. AGT hereby authorizes AMGC
to negotiate on it behalf with Dragoo and to accept without dispute the terms
of any settlement agreement established by and between AMGC, AGT and Dragoo.
AGT and the individuals referenced herein have transferred to AMGC certain
shares of AMGC for settlement with Dragoo and resolution of the accounts
receivable due AMGC by AGT.

II. TERMINATION OF ACCOUNTS RECEIVABLE DUE AMGC FROM AGT. AMGC hereby
agrees to terminate the accounts receivable due from AGT as described in
paragraph I above pursuant to the execution of the settlement agreement with
Dragoo and in exchange for consideration as described in paragraph VI herein.

III. PREFERRED STOCK TRANSFER. AMGC hereby agrees to transfer all claim,
right and title to any and all preferred AGT shares owned and held by AMGC
and AGT for consideration as described herein.

IV. AGT COMMON STOCK DIVIDENDS DUE AMGC BY AGT. AMGC hereby agrees to waive
and release any and all AGT common stock dividends due AMGC from AGT for
consideration as described in paragraph VI herein.

V. TERMINATION OF ALL FORMER AGREEMENTS. Both parties agree the

<PAGE>

above described former business agreements and transactions are null and void
and that this new Resolution Agreement shall take the place of any and all
above described former agreements and transactions upon execution of this
signed Resolution Agreement by the respective parties as of the date first
written above.

VI. CONSIDERATION. Both parties agree AMGC shall receive as consideration
for terminating, waiving and transferring all items as described in
Paragraphs 1,11,111 and IV of this Resolution Agreement, new issue common
shares of AGT equal to forty percent (40%) of the total outstanding common
shares of AGT as of the date first written above. Both parties agree the
total amount of AGT common shares held by AMGC upon signing of this agreement
shall not exceed forty percent (40%) of the total outstanding AGT common
shares after distribution by AGT to the Australian and South African
business ventures.

VII. TRANSFER OF CERTAIN ASSETS TO GLOBAL LINKS LTD. Both parties agree that
as part of this Resolution Agreement, certain assets and shareholdings shall
be transferred by AGT and AMGC to GLOBAL LINKS LTD. for the purpose of owning
an overriding royalty on sales of a reservation tee times system to the golf
industry. AMGC agrees to transfer one hundred percent (100%) of the AGT new
:issue common shares it shall II receive as described in Paragraph VI herein
to GLOBAL LINKS LTD. Both parties agree AMGC shall have the exclusive right
and option to withdraw up to twenty-five percent (25%) of its contributed AGT
shares at any time within the first twelve (12) months after the date first
written above and shall receive a reduction in the AMGC royalty of
thirty-three percent (33%) and that the net gross royalty to AMGC after
exercising this option shall be ten percent (10%). AGT agrees to transfer all
Australian and other contracts related to tee times reservation system, to
include any and all inquiries and business contacts concerning and associated
with tee times reservations system and industry to GLOBAL LINKS LTD. GLOBAL
agrees to honor all sub-licensing agreements currently in place. As
consideration for the above

<PAGE>

described transfer of assets both companies desire to own a fifteen percent
(15%) royalty on gross sales made by GLOBAL LINKS LTD. of the reservation tee
times system. Both parties agree to enter into an agreement with GLOBAL LINKS
LTD., hereinafter called the Reservation Tee Times Agreement, (see attached
Exhibit I), as of the signing of this Resolution Agreement and the date first
written above

IN WITNESS WHEREOF, the parties have executed this Resolution Agreement on
the date set forth opposite the signature for the representative of each
party.

///Gregory F. Jablonski/// 13/9/95
- ---------------------------- -------
Gregory F. Jablonski Date
Chief Executive Officer
AGTsports, Inc.

///Norman L. Fisher/// September 20, 1995
- ---------------------------- ------------------
Norman L. Fisher
Chairman
American Consolidated Growth Corporation, AMGC

<PAGE>

AGREEMENT BETWEEN
PGA TOUR OF AUSTRALIA
AND
AGTSPORTS INC

This Agreement (hereinafter referred to as "the Agreement") is made and
entered into this 14th day of October 1994 by and between AGTsports, Inc of
6890 South Tucson Way, Suite 202, Englewood, Colorado 80112, USA, telephone
(303) 792 5000 (hereinafter referred to as "AGT") and PGA Tour of Australia,
(ACN 002 539 433) of 4/140 George Street, Hornsby, New South Wales 2077,
Australia, telephone 011 612 476 3333 (hereinafter referred to as "PGA Tour").

WHEREAS AGT is in the business of developing, marketing and servicing programs
for a full line of computer products and services;

WHEREAS PGA Tour requires certain computer products and services to enhance the
enjoyment of spectators, while enhancing the statistical analysis of each
player;

NOW, THEREFORE, for mutual consideration, the parties to this Agreement agree as
follows:

AGT agrees to provide computer products and services, individual player
statistical system which include weekly reports for media and tour use, players'
rankings, scorecards and software required to operate the system.

AGT further agrees to supply software necessary for fan enhancement programs
used at tournament events.

PGA Tour agrees to license the information for resale by AGT to club facilities
and individual golfers.

AGT agrees to pay all administration and tournament associated expenses involved
in the gathering of the statistical information and implementation of the
tournament software (as shown in the Exhibits). AGT further agrees to supply PGA
Tour with qualified technicians, programmers and administrative staff to
implement all programs currently contained within this proposal or under
discussion today or in the future. AGT further agrees to supply hardware to PGA
Tour offices and to network information movement between tournaments and
offices. AGT agrees to use its best efforts to broadcast all statistics to any
site containing an AGT computer system. AGT will install systems at golf
facilities owned or operated by the PGA Tour and tournament venues, beginning
October 1994. AGT will use its best efforts to utilize all goods and services
provided by fellow sponsors of the PGA Tour including local sponsors at
tournament venues. AGT will provide consulting

- ------------------------------------------------------------------------------
Exhibit II to PGA Tour of Australia/ACTsports Inc. Agreement Page 1 of 4

<PAGE>

services for the tour's technology needs and wherever possible, create and
manage the technologies required by the Tour.

The PGA Tour agrees to display AGT's marks, logos and other identifying symbols
on all materials related to this Agreement at tournament venues and relevant
credits on television and print media where the information is directly provided
by the AGT system. AGT will have the worldwide nonexclusive rights to use the
PGA Tour Technical Support lozenge in its publicity activities. AGT will receive
credit (logo and name) on the Performance Statistics page of any tour
production. PGA Tour agrees to provide residence for no more than two AGT
tournament staff at its Hornsby headquarters beginning September 1994 for a
period not to exceed one year. PGA Tour also agrees to assist AGT in promoting
AGT's products and services to its sponsors, promoters and tournament venues.

OTHER PROVISIONS

Both parties agree to be responsible for their own report and document filings,
tax returns and other regulatory compliance of any State, local or Federal
agencies and any laws of Australia.

Both parties to this Agreement warrant the accuracy and authenticity of
documents, reports and charters.

Both parties agree that any new product, service or use of the assets of this
Agreement that is not golf related and that arises from the relationship
pursuant to this Agreement shall be excluded from this Agreement, unless
mutually agreed upon by both parties.

TERMS AND TERMINATION

Both parties to this Agreement hereby agree to a five (5) year term, renewed
automatically for an additional five (5) year term, unless either party notifies
in writing of their intention not to renew. Such written notice must be provided
no less than thirty (30) days prior to the end of the term period. The term
period of this Agreement shall be the anniversary date of this Agreement.

The intention of this Agreement is to supply a stepping stone for further
opportunities which may exist between AGTsports Inc and the PGA Tour.

TERMS OF PAYMENT

AGT and PGA Tour hereby agree that the service provided by AGT to fulfill its
requirement under the terms of this Agreement as

- ------------------------------------------------------------------------------
Exhibit II to PGA Tour of Australia/ACTsports Inc. Agreement Page 2 of 4

<PAGE>

described below will be provided on the basis of the PGA Tour allowing access
to AGT to the privileges and benefits as described below:

1. AGT agrees to supply PGA Tour with information which it can disseminate to
players, to the media and to tournament organizers.

2. The players information will include, but is not necessarily limited to,
Order of Merit standing, Career Money List, Players Merit Index, Number of
Starts, Rounds of Played, Number of Cuts Made, Top Ten Finishes, Rounds in
the Sixties, Sub-Par Rounds, Scoring Ranking, Driving Distance Rank, Greens
in Regulation, Putting Ranking, Sand Saves Ranking, Birdies per Round
Ranking, Sub-Par Ranking, Year to Date Earnings, MI-around Rank.

3. The information which will be available to the Statistics, General Course
and Tournament Biographical Information, Order of Merit and other media
will include Daily Pairings, Players' Information, Tournament Records,
Player Money List information.

4. The tournament organizers will receive the same information as the media.

PGA Tour will provide access to all PGA Tour Sanctioned Events on the Australian
Tour. This access will include (but will not necessarily be limited to) the
following:

1. Players score results.

2. Media center accommodation.

3. Power to operate the AGTsports database.

4. Advertising and publicity in the Tour media guide and every publication of
"Get Close".

5. A telephone at every event and, if required, the installation of a
dedicated telephone line (usage of this line will be an AGTsports expense).

6. Office space (approximately 16 square meters) in PGA Tour Headquarters from
1 November 1994 to 31 October 1995 at no charge to AGTsports. This office
space to be used by no more than two staff at any one time. A telephone
will be installed

- ------------------------------------------------------------------------------
Exhibit II to PGA Tour of Australia/ACTsports Inc. Agreement Page 3 of 4

<PAGE>

in this office for AGTsports' exclusive use. This will be an AGTsports
expense, invoiced regularly from PGA Tour.

7. A reasonable number of event access credentials for each PGA Tour event
(approximately 20).

8. PGA Tour will assist AGTsports in establishing its reputation in all areas
within PGA Tour's area of activity.

THIS AGREEMENT TO BE INDEPENDENT OF ALL OTHERS

AGT and PGA Tour are not related, affiliated or joined with any agreement,
contract or any other document. Should any part of this Agreement for any reason
be declared invalid and be found to be unable to be modified in accordance, such
decision shall not affect the validity of any remaining portion and shall remain
in full force and effect as though this Agreement had been executed with the
invalid portion thereof eliminated; and it is hereby declared the intention of
the parties to this Agreement to construe this Agreement without including
therein any part or portions which may for any reason be hereafter declared
invalid.

Notwithstanding any of the representations, warranties, acknowledgment or
agreements made herein by AGT and PGA Tour, the parties do not hereby or in any
other manner waive the rights granted to it under Federal or State securities
law or any laws in Australia.

This Agreement, its Exhibits, or any other document contained herein, may be
changed by mutual agreement of the parties.

THE COMPLETE AGREEMENT

This Agreement together with the schedules and exhibits set forth in this
Agreement and all documents incorporated herein by reference, express the entire
understanding of the parties with references to the subject matter hereof, and
there is no understanding, agreement, inducement, promise, guarantee or
representation, oral or otherwise, in any way inducing, limiting, extending,
defining or relating to any of the provisions hereof.

The exhibits and their schedules and attachments, which are all to be a part of
this Agreement, whose provisions shall have the same force and effect of any
other provision of this Agreement (and a thorough reading and understanding of
all said exhibits, schedules and attachments as identified herein and therein,
is acknowledged by AGT and PGA Tour.

- ------------------------------------------------------------------------------
Exhibit II to PGA Tour of Australia/ACTsports Inc. Agreement Page 4 of 4

<PAGE>

The schedules and exhibits set forth in this Agreement and their exhibits, if
any, are to be furnished to both parties within thirty (30) days of the date of
the closing of this Agreement.
MISCELLANEOUS

Any provision hereof found to be prohibited by law shall be ineffective to the
extent of such prohibition without invalidating any other provision or
provisions of this Agreement. If any substantive provision of this Agreement is
rendered invalid or of doubtful validity because of (1) judicial decisions with
respect to the same provision in another agreement, (2) judicial decisions with
respect to any analogous provision in a lease agreement, (3) official opinion or
statement of any state official or regulatory agency or (4) law, both parties
shall modify this Agreement by deleting such provision that retains insofar as
possible the removed provision.

ACCEPTANCE

This Agreement shall not become valid or effective until it is approved,
accepted, dated and executed by the parties at the place indicated and last
signed by AGTsports, Inc.

AGTsports, Inc.

By: ///Gregory F. Jablonski///
------------------------------
Gregory F. Jablonski

Title: Chief Executive Officer
AGTsports, Inc

PGA Tour of Australia

By: ///Brian Allan///
------------------------------
Brian Allan

Title: Chief Executive
PGA Tour of Australia

- ------------------------------------------------------------------------------
Exhibit II to PGA Tour of Australia/ACTsports Inc. Agreement Page 5 of 4

<PAGE>

THIS AGREEMENT made the day of , 1994

BETWEEN: AGT SPORTS (AUSTRALIA) PTY LIMITED of 4/140 George Street,
Hornsby, New South Wales, 2077 (hereafter referred to as "AGT")
and AGT SPORTS INCORPORATED, of 6890 South Tucson Way, Suite 201
Englewood Co. 80112 USA (hereafter referred to "AGT Inc.")

AND: THE NEW SOUTH WALES GOLF ASSOCIATION LIMITED of 17 Brisbane
Street, Darlinghurst, New South Wales, 2010 (hereafter referred
to as "NSWGA")
WHEREAS:
A AGT is in the business of developing and servicing certain computer
hardware and software products for use within the golf industry; and
B AGT Inc is building its Australian corporation AGT Sports (Australia) Pty
Limited and the corporate objective of AGT Inc and AGT is to install computer
systems into golf facilities throughout Australia; and
C AGT and AGT Inc are desirous of entering into an agreement with NSWGA and
other agreements with other associations and organizations within the golf
industry for the distribution and internal use of the products and services
described herein

AND WHEREAS NSWGA is seeking to upgrade the computer system and the software
requirements it uses to operate its activities and has agreed to accept products
and services from AGT in return for providing promotional opportunities as set
out herein.

THE PARTIES AGREE AS FOLLOWS:
DEFINITIONS
1. (a) "The Golf Player System"
The golf player system includes but is not limited to various software
applications for golf tournaments set up and management applications
and handicapping applications, player and course statistical
information, membership applications and management and other licensed
software products.

<PAGE>

2. (a) Products and Services
"Products and Services" includes but is not limited to hardware
products including IBM compatible personal computer terminals,
communication devices, printers, storage devices, CD-Rom drives,
certain optical scanning devices, magnetic card readers, network
servers and other peripheral equipment and certain software products
which include but are not limited to MS-DOS windows operating and
applications products and also including the "Golf Player System".

3. Term
The Agreement will be for a term of five (5) years from the date of this
Agreement. If both parties agree the five year term may be extended at the
end of the initial five year term.

4. Supply of Products and Services
AGT will at no cost to NSWGA -
(i) supply mutually agreed computer and software components;
(ii) upgrade the system requirements of NSWGA in the first instance
through the installation of the items listed in the attached
Schedule;
(iii) install the equipment and train the appropriate staff as
nominated by NSWGA in the proper use of the computer systems
and network;
(iv) upgrade both the hardware and software requirements of the NSWGA
at least once every five years or more often in order to ensure
that hardware and software are at the appropriate level of
operating standards and sophistication of the NSWGA's
requirements;
(v) service hardware and software and provide all spare parts
required;

<PAGE>

(vi) supply technical support at major tournament events conducted
by NSWGA and supply technical support for the office staff;
(vii) modify its present tournament software to meet the local needs
of NSWGA;
(viii) supply the computer requirements of "Golf News" and the Jack
Newton Junior Golf Foundation of New South Wales, subject to
the understanding that NSWGA will compensate AGT for the
provision of MAC equipment and services through an appropriate
acknowledgment in Golf News on a continuing basis.

5. Title
AGT agrees that title to the equipment and to each part thereof set out in
the schedule shall transfer to NSWGA on delivery of the equipment to the
premises of NSWGA.

6. Liability for Loss and Damage
The risk in the equipment shall pass to NSWGA upon delivery and NSWGA
accepts responsibility for insurance from that time.

7. Warranty and Indemnity
AGT warrants that the equipment it supplies pursuant to this Agreement
shall be new and free of any encumbrances and that it is authorized to give
title in the equipment and a license to use the software and indemnifies
and will keep indemnified NSWGA in respect of any losses costs or damages
which may arise as a result of any default on the part of AGT pursuant to
the provisions of this clause.

8. Obligations of NSWGA
NSWGA agrees -
(a) to use AGT software at all of its tournament events and to display
certain mutually agreed logos and other company marks at those
tournament sites which will be provided by AGT without cost to NSWGA;

<PAGE>

(b) to use its best endeavors to help AGT to introduce its products and
services to the affiliated members of NSWGA;
(c) that AGT has the right of first refusal to supply all of the computer
requirements of NSWGA through the term of this Agreement;
(d) to make AGT's optical scan cards the official score card of the
tournament events which are under the total control of NSWGA, the
score cards and appropriate stationery being provided at no cost to
NSWGA;
(e) to use its best endeavors to assist AGT in having the optical scan
score card adopted in all tournament events in New South Wales
including events sanctioned by the Jack Newton Junior Golf Foundation
of New South Wales.

9. Obligations of Both Parties
Both parties agree
(a) to be responsible for their own reports and document filings, tax
returns;
(b) to give each other reasonable access to all applicable records
and documentation pertaining to the golf tournaments covered by
this Agreement and all appropriate activities thereof;
(c) to warrant the accuracy and authenticity of documents and reports
as far as possible;
(d) either party may at their own expense audit the authenticity of
the above mentioned documents and reports.

10. Termination
Either party may terminate this Agreement forthwith upon the happening of
any of the following events:

(a) The other party fails to observe or perform any provisions of
this Agreement and fails to remedy such breach within thirty (30)
days after written notice thereof has been given to the party in
breach.

<PAGE>

(b) The other commits any act of bankruptcy or insolvency or a
petition is presented for the bankruptcy or winding-up of the
other or a resolution is passed for the winding-up of the other
otherwise than for the purposes of amalgamation or
reconstruction.
(c) The other enters a compromise or arrangement with creditors or a
receiver or an official manager of the other or of any of its
assets is appointed.
(d) If AGT is unable to deliver and provide the equipment required in
the terms of this Agreement within ninety (90) days of the date
of this Agreement.
(e) If AGT is unable to complete installation of the agreed software
programs within six (6) months of the date of this Agreement.

11. Amendments of Agreement in Writing
No amendment or modification of this Agreement or any provision of this
Agreement shall be effective unless in writing and signed by both parties.

12. Waiver
No waiver by either party whether express or implied of any provisions of
this Agreement or of any breach or default of either party shall constitute
a continuing waiver or a waiver of any other provision of this Agreement
unless made in writing and signed by the party against whom the waiver
would otherwise be in force.

13. Jurisdiction
This Agreement shall be governed by and construed in accordance with the
law for the time being of New South Wales.

14. Entire Agreement
This Agreement constitutes the entire Agreement between the parties
regarding the subject matter hereof and supersedes and

<PAGE>

replaces all agreements, arrangements and understandings relating to the
subject matter hereof whether reduced to writing or not that may have
preceded this Agreement. The parties acknowledge that no warranties or
representations have been given by the other party or any person on
behalf of either party or relied upon by either party in entering into
this

IN WITNESS WHEREOF the parties hereto have set their hands and affixed their
seal on the day and year first hereinbefore written

THE COMMON SEAL of AGT SPORTS )
(AUSTRALIA) PTY LIMITED )
was hereunto affixed by direction )//GREGORY F. JABLONSKI///
of the Board in the presence of: --------------------------
)Director

Paul Withers
- --------------------------
Secretary

THE COMMON SEAL OF AGT SPORTS )
INCORPORATED )
was hereunto affixed by direction )///GREGORY F. JABLONSKI///
of the Board in the presence of: --------------------------
)Director

Robert W. Wetzel
- --------------------------
Secretary

THE COMMON SEAL of THE NEW )
SOUTH WALES GOLF ASSOCIATION )
was hereunto affixed by direction )///JOHN LUGSTON///
of the Board in the presence of --------------------------
)Director

- --------------------------
Secretary

<PAGE>

Addendum I

This addendum is intended to clarify Item Number 5. TITLE... which is hereby
agreed by both parties to the agreement that it has become necessary to strike
the present Item Number 5. TITLE and replace it with the following.

5. Title

AGT agrees that the title to the equipment and to each part thereof set out
in the Schedule shall transfer to NSWGA on delivery of the equipment to the
premise of NSWGA. It is understood that the title of the equipment and the
software licenses are for the use of NSWGA and its present and future
affiliate's. This title is not transferable to any other individual, company,
or entity other than an affiliate of the NSWGA.

This change is hereby agreed to by...

AGTsports, Incorporated New South Wales Golf Association LTD.

///Greg Jablonski/// //Bruce Scott///
Chief Executive Officer Executive Director

and..

Upon the signature of the two parties will become part of the agreement.

<PAGE>

THIS AGREEMENT made the 19th day of May 1995.

BETWEEN:

AGTSPORTS (AUSTRALIA) PTY. LIMITED A.C.N. 066 003 183 of 4/140 George Street,
Hornsby, New South Wales, 2077 (hereafter referred to as "AGT") and
AGTSPORTS, INCORPORATED of 6890 South Tueson Way, Suite 201, Englewood,
Colorado 80112, USA (hereafter referred to as "AGT Inc.")

AND

VICTORIAN Golf ASSOCIATION of 15 Bardolph Street, Burwood, Victoria, 3125
Australia (hereafter referred to as "VGA")

WHEREAS:

A. AGT is in the business of developing and servicing certain computer
hardware and software products for use within the golf industry; and

B. AGT Inc. is building its Australian corporation AGTsports (Australia) Pty.
Limited and the corporate objective of AGT Inc. and AGT is to install
computer systems into golf facilities throughout Australia, and

C. AGT and AGT, Inc. are desirous of entering into an agreement with VGA and
other agreements with other associations and organizations within the golf
industry for the distribution and internal use of the products and services
described herein.

AND WHEREAS VGA is seeking to upgrade the computer system and software
requirements it uses to operate its activities and has agreed to accept
products and services from AGT in return for providing promotional
opportunities as set out herein.

THE PARTIES AGREE AS FOLLOWS:

Definitions

1. (a) "The Golf Players"

The Golf Players System includes, but is not limited to various
software applications for golf tournaments set up and management
applications and handicapping applications, player and course
statistical information; membership applications and management and
other licensed software products.

(b) "Confidential Information" of a party to this Agreement means all
information and data (and all copies and extracts made of or from such
information and data) concerning the operations, dealings, business,
finance,

<PAGE>

members, affiliates, transactions, prospects, markets and affairs of
the party including all such information and data recorded or stored
by means of a mechanical, electronic or other device OTHER THAN such
information and data which has entered into the public domain.

2. (a) Products and Services

"Products and Services" includes, but is not limited to hardware
products including IBM compatible personal computer terminals,
communications devices, printers, storage devices, CD-Rom drives,
certain optical scanning devices, magnetic card readers, network
servers and other peripheral equipment and certain software products
which include, but are not limited to MS-DOS Windows operating and
applications products and also including "Golf Players System".

3. Term

The Agreement will be for a term of five (5) years from the date of this
Agreement. If both parties agree the five year term may be extended at the
end of the initial five year term.

4. Supply of Products and Services

AGT will at no cost to VGA -

(i) supply mutually agreed computer and software components;

(ii) upgrade the system requirements of VGA in the first instance through
the installation of the items listed in the attached Schedule;

(iii)install the equipment and train the appropriate staff as
nominated by VGA in the proper use of the computer systems and
network;

(iv) upgrade both the hardware and software requirements of the VGA at
least once every five years or more often in order to ensure that
hardware and software are at the appropriate level of operating
standards and sophistication of the VGA's requirements;

(v) service hardware and software and provide all spare parts required;

(vi) supply technical support at major tournament events conducted by VGA,
to supply technical support for the

<PAGE>

office staff including the supply of optical scan cards and any
necessary support for their use to meet the requirements of the VGA
for the scoring of these tournaments;

(vii) modify its present tournament software to meet the local needs of
VGA;

(viii) supply the computer requirements of the Association's news
publication. If the requirements are for MAC equipment, the VGA agrees
to barter for appropriate space in the publication to cover the out of
pocket costs for this equipment.

5. Title

AGT agrees the title to the equipment and to each part or any
replacement thereof set out in the Schedule shall transfer to VGA on delivery
of the equipment to the premises of VGA. It is understood that the title of
the equipment and the software licenses are for the use of VGA and its
present and future affiliate's. This title is not transferable to any other
individual, company or entity other than an affiliate of the VGA. The VGA
may continue to utilize the software licenses for its own use after the end
of the term.

6. LIABILITY for Loss and Damage

The risk in the equipment shall pass to VGA upon delivery and VGA accepts
responsibility for insurance from that time.

7. Warranty and indemnity

AGT warrants that the equipment it supplies pursuant to this Agreement shall
be new and free of any encumbrances and that it is authorised to give title
in the equipment and a license to use the software and indemnifies and will
keep indemnified VGA in respect of any losses costs or damages which may
arise as a result of any default on the part of the AGT pursuant to the
provisions of this clause.

8. Obligations of VGA

VGA agrees -

(a) to use (but not on an exclusive basis) AGT software at all of its
tournament events and to display certain mutually agree logos and
other company marks at those tournament sites which will be provided
by AGT without

<PAGE>

cost to VGA;

(b) to use its best endeavors to help AGT to introduce its products and
services to the affiliated members of VGA;

(c) that AGT has the right of first refusal to supply all of the computer
requirements of VGA through the term of this Agreement in relation to
hardware or software hating the same or better specifications, quality
and performance as required by the VGA provided that such right must
be exercised within fourteen (14) days of receipt of notification
from VGA of its requirements and terms and conditions of supply;

(d) subject to Clause 4(vi), to make AGT's optical scan cards the official
scorecard of the tournament events which are under the total control
of VGA, the scorecards and appropriate stationary being provided at no
cost to VGA;

(e) to use its best endeavors to assist AGT in having the optical scan
scorecard adopted in all tournament events in Victoria including
events sanctioned by the VGA and its member golf facilities and
societies.

9. Obligations of Both Parties

Both parties agree:

(a) to be responsible for their own reports and document filings, tax
returns;

(b) to give each other reasonable access to all application records and
documentation pertaining to the golf tournaments covered by this
Agreement and all appropriate activities thereof;

10. Termination

Either party may terminate this Agreement forthwith upon the happening of
any of the following events:-

(a) The other party fails to observe or perform any provisions of this
Agreement and failing to remedy such breach within thirty (30) days
after written notice thereof has been given to the party in breach

<PAGE>

(b) The other commits any acts of bankruptcy or insolvency or a petition
is presented for the bankruptcy or winding-up of the other or a
resolution is passed for the winding-up of the other otherwise than
for the purposes of amalgamation or reconstruction.

(c) The other enters a compromise or arrangement with creditors or a
receiver or an official manager of the other or of any of its assets
is appointed.

<PAGE>

The VGA may terminate this Agreement forthwith upon the happening of
any of the following events:

(d) If AGT is unable to deliver and provide the equipment required in the
terms of this Agreement within ninety (90) days of the date of this
Agreement.

(e) If AGT is unable to complete installation of the agreed software
programs within six (6) months of the date of this Agreement

11. Amendments of Agreement in Writing

No amendment or modification of this Agreement or any provision of this
Agreement shall be effective unless in writing and signed by both parties.

12. Waiver

No waiver by either party whether express or implied of any provisions of
this Agreement or of any breach or default of either party shall constitute
a continuing waiver or a waiver of any other provision of this Agreement
unless made in writing and signed by the parties against whom the waiver
would otherwise be in force

13. Jurisdiction

This Agreement shall be governed by and construed in accordance with the
law for the time being of the State of Victoria and Federal Laws of
Australia.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties
regarding the subject matter hereof and supersedes and replaces all
agreements, arrangements and understanding relating to the subject matter
hereof whether reduced to writing or not that may have preceded this
Agreement. The parties acknowledge that no warranties or representations
have been given by the other party or any person on behalf of either party
or relied upon by either party in entering into this Agreement nor shall
any be implied unless and except to the extent that they are expressly
contained in this Agreement.

<PAGE>

15. Confidentiality

(a) Each party acknowledges that all Confidential Information of the other
party which may come into its possession during the term of this
Agreement is, and remains, the property of the other party.

(b) A party to this Agreement shall not disclose to any other person any
Confidential Information of the other party without the other party's
written consent and a part shall not make use of any Confidential
Information of the other party to gain, directly or indirectly, any
improper advantage to itself or to any other person or company.

16. Representations

Neither party shall make any representation on behalf of, or claim any
affiliation with or sponsorship of the other party, without the prior
approval of the other party to the nature and extant off the
representation, affiliation or sponsorship.

17. Joint and Several Obligations

The obligations of AGT and AGT, Inc. under this Agreement bind them jointly
and severally,

IN WITNESS WHEREOF the parties hereto have set their hands and affixed their
seals on the day and year first hereinbefore written.

THE COMMON SEAL of AGTSPORTS )
(AUSTRALIA) PTY. LTD. A.C.N. 066 003 183 was )GREG JABLONSKI
hereunto affixed by direction of the Board in )Director
the presence of: )

................................................
Secretary

THE COMMON SEAL OF AGTsports )
INCORPORATED was hereunto affixed by direction )GREG JABLONSKI
of the Board in the presence of: )Director

................................................
Secretary

<PAGE>
<ARTICLE> 5

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