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This is a confirming electronic file copy
originally filed on January 27, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
AGTsports, Inc.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
008547101
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(CUSIP NUMBER)
Nicholas F. Albritton, No. 3 Albritton Rd., Alturas, FL 33820 941/537-1343
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
January 16, 1997
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1: and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(continued on following pages)
(Page 1 of 5 Pages)
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CUSIP No. 008547101 SCHEDULE 13D Page 2 of 5 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Albritton, Nicholas F.
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
United States
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(7) Sole Voting Power
Number of 3,512,900 14.3% of issuer's outstanding common stock
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by None
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 3,512,900 14.3% of issuer's outstanding common stock
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(10) Shared Dispositive Power
None
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,512,900 14.3% of issuer's outstanding common stock
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
14.3
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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RESPONSES TO ITEMS 1-7, SCHEDULE 13D
Name of Person Filing: Nicholas F. Albritton
Social Security No.
ITEM 1. SECURITY AND ISSUER:
This statement relates to the common stock of AGTsports, Inc. The
address of the principal executive offices of AGTsports, Inc. is P. O. Box 620,
Tampa, Florida 33601.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Nicholas F. Albritton
(b) Mr. Albritton's business address is No. 3 Albritton Road,
Alturas, FL 33820
(c) Mr. Albritton's present principal occupation is farming. He is
self-employed. His principal address is stated in subparagraph (b) above.
(d) No.
(e) No.
(f) United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
12,900 shares of the issuer's common stock were purchased by Mr.
Albritton with his private funds. 3,000,000 shares of the issuer's common stock
were acquired by Mr. Albritton in exchange for Mr. Albritton's extinguishment
of debt owed to him by the issuer. The debt was created by loans of private
funds to the issuer. 500,000 shares of the issuer's common stock were acquired
by Mr. Albritton in exchange for Mr. Albritton's relinquishment of a contract
right to 2-1/2% of the net operating revenues derived by the issuer from
business activities conducted in a certain geographic area of the continental
United States comprised of Florida, Georgia, Alabama, Mississippi, Louisiana,
Tennessee, North Carolina, South Carolina, and Eastern Maryland (as Eastern
Maryland is defined by the Professional Golfers Association district
boundaries) (the "South Region").
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ITEM 4. PURPOSE OF TRANSACTION
(a) Mr. Albritton acquired his initial stock in the issuer, 12,900
shares, as an investment opportunity. Thereafter, he made loans to the issuer
and received, in exchange, written promises to repay the loans and a right to
receive 2-1/2% of the issuers net operating revenues in the South Region. The
issuer defaulted in the payment of the loans, and as a result of negotiations
Mr. Albritton agreed to extinguish the loan debt for 3,000,000 shares of the
issuer's common stock and relinquish his right to receive 2-1/2% of the
issuer's net operating revenues from the South Region for 500,000 shares of the
issuers common stock. The transaction by which the debt and royalty interest
were extinguished and 3,500,000 shares of common stock were delivered to Mr.
Albritton closed on January 16, 1997. Mr. Albritton has no current plans to
acquire any additional securities of the issuer. He intends to dispose of his
shares by sale as authorized by law.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Albritton owns 3,512,900 shares of the common stock of
AGTsports, Inc. These shares represent 14.3% of the shares of AGTsports, Inc.'s
outstanding common stock. This percentage is based on information provided to
Mr. Albritton by the issuer in December, 1996, and January, 1997.
(b) Mr. Albritton has the sole power to vote and dispose of the
3,512,900 shares.
(c) On January 16, 1997, in exchange for the forgiveness of debt and
the relinquishment of the right to receive 2-1/2% of the issuer's net operating
revenues from the South Region, the issuer delivered to Mr. Albritton
certificates representing 3,500,000
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shares of the common stock of the issuer. 3,000,000 shares were issued in
exchange for the extinguishment of debt in the approximate amount of
$1,000,000. 500,000 shares were issued to Mr. Albritton in exchange for the
relinquishment of the right to receive 2-1/2% of the issuer's net operating
revenues from the South Region. Mr. Albritton attributed a per price share of
approximately $.05 to each share in negotiating the transaction by which the
debt was extinguished and his royalty interest was relinquished. The transaction
was effected in Winter Haven, Florida. At that time certificates representing
the 3,500,000 shares were delivered to Mr. Albritton and Mr. Albritton
delivered to the Chief Executive Officer of the issuer promissory notes held by
Mr. Albritton and a Uniform Commercial Code form UCC-3 termination statement
terminating Mr. Albritton's security interest in collateral pledged to him as
security for the payment of the issuer's obligations. By separate agreement, Mr.
Albritton relinquished to the issuer his right to a royalty interest in
revenues derived by the issuer from its business activities in the South
Region.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Inapplicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete,
and correct.
Date: January 24, 1997 /s/ Nicholas F. Albritton
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Nicholas F. Albritton
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