SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ending December 31, 1996
Commission File Number 0-16447
AGTsports, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1165916
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(State of incorporation) (I.R.S. Employer ID Number)
5082 East Hampden Avenue, #234, Denver, CO 80222
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(Address of principal executive offices) (zip code)
(303) 220-8686
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of 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 [ ]
As of December 31, 1996, 24,005,596 common shares, $0.10 par value per share,
were outstanding.
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AGTsports, Inc.
INDEX
Part I FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheets 3
December 31, 1996 and September 30, 1996
Consolidated Statements of Operations 4
Three Months Ended December 31, 1996 and 1995
Consolidated Statements of Cash Flows 5
Three Months Ended December 31, 1996 and 1995
Item 2. Management's Discussion and Analysis 6
Part II OTHER INFORMATION
Item 1. Legal Proceedings 7
Item 2. Changes in Securities 7
Item 3. Default on Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 8
Item 6. Exhibits and Reports on Form 8-K 8
Part III SIGNATURES 9
Exhibit 27
2
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<CAPTION>
PART 1, ITEM 1. AGTsports, Inc.
(and Wholly Owned Subsidiaries)
CONSOLIDATED BALANCE SHEET
ASSETS
December 31, September 30,
1996 1996
------------ ------------
(unaudited)
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Current assets
Cash $ 16,486 $ 65,806
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Total current assets 16,486 65,806
Fixed Assets, net $ 16,470 $ 17,204
------------ ------------
Total Fixed Assets 16,470 17,204
Other Assets:
Other assets 4,100 4,100
Investment in Joint Venture 119,350 119,350
------------ ------------
Total Other Assets $ 123,450 $ 123,450
Total Assets $ 156,406 206,460
------------ ------------
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 270,659 268,977
Accrued expenses 747,862 718,352
Long term debt - current portion 1,373,846 1,373,846
------------ ------------
Total current liabilities 2,392,367 2,361,175
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Stockholders' Equity (Deficit):
Preferred Stock, $4.00 par value; 50,000,000
Authorized; No shares issued and outstanding
As of December 31, 1996 $ -0- -0-
Common Stock, $.001 par value;
50,000,000 shares authorized
24,005,596 shares issued and outstanding
as of December 31, 1996, and 23,930,596
issued and outstanding as of September 30, 1996 24,006 23,931
Treasury Stock (16,720) (16,720)
Additional paid-in capital 20,945,598 $ 20,915,460
Cumulative translation adjustment (16,823) (16,823)
Accumulated deficit (23,172,022) (23,060,563)
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(2,235,961) ( 2,154,715)
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Total liabilities and shareholders' deficit $ 156,406 $ 206,460
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3
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AGTsports, Inc.
(and Wholly Owned Subsidiaries)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
December 31,
1996 1995
---- ----
Revenues $ -0- $ 31,892
Direct expenses -0- 249,531
-------- ---------
Gross margin -0- (217,639)
Other expenses
General and administrative expenses 81,215 197,133
Depreciation and amortization 734 175,690
Interest 29,510 30,917
-------- ---------
111,459 403,740
Income (Loss) from continuing operations $(111,459) $(621,379)
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Income (loss) per common share
From Continuing Operations $ (.001) $ (.03)
Weighted average shares
of common stock outstanding 23,968,096 18,592,366
4
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<CAPTION>
AGTsports, Inc.
(and Wholly Owned Subsidiaries)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
December 31,
1996 1995
---- ----
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Cash Flows From Operating Activities
Net loss $ (111,459) $ (621,379)
Adjustments to reconcile net loss to net cash used in operations
to net cash provided by (used in) operating activities:
Depreciation and amortization 734 175,690
Common Stock issued for Services -0- 22,069
Common Stock issued for Obligations -0- 3,188,289
Common Stock issued for Investment 30,213 736,711
(Increase) Decrease in Other Assets -0- (621,454)
Increase (Decrease) in Accounts Payable -0- 15,245
Increase (Decrease) in Other Liabilities -0- (2,994,578)
Other assets -0- -0-
Accounts payable and accrued liabilities 31,192 -0-
Accrued wages -0- -0-
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Net Cash Provided (Used) in
operating activities $ (49,320) $ (99,407)
Cash Flows From Investing Activities -0- -0-
Cash Flows From Financing Activities:
Principal payments on long-term debt (3,500)
Proceeds from issuance of Capital Stock -0- 210,250
Net cash provided by (used in)
financing activities -0- $ 206,750
Net increase (decrease) in cash (49,320) 107,343
Cash at September 30, 1996 65,806 16,904
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Cash at December 31, 1996 $ 16,486 124,247
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5
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AGTsports, Inc.
(and Wholly Owned Subsidiaries)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Management Representation
The accompanying unaudited interim financial statements have been prepared
in accordance with the instructions to Form 10-QSB and does not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of Management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations for any interim
period are not necessarily indicative of results for the year. These statements
should be read in conjunction with the financial statements and related notes
included in the Company's Annual Report to shareholders on Form 10-KSB/A for the
year ended September 30, 1996.
ITEM 2: Management's Discussion and Analysis
In the fiscal quarter ending December 31, 1996, the Company was primarily
engaged in the restructuring of operations and the financial development of its
planned U.S. reservation tee times business. AGT is positioning itself to become
a national provider of golf course software management systems. The Company also
provides products and consulting services to the golf industry. AGT is the
"Official Technology Partner" of the Ladies Professional Golf Association (LPGA)
and is in the final stages of developing a state of the art wireless scoring
system which, when completed, will become The LPGA Official Scoring System.
For the three month period ended December 31, 1996, the Company had no revenues
and a net loss of ($111,459). The loss was attributed to costs associated with
restructuring the Company. In the opinion of management, the Company has
improved significantly as compared to the same period last year. During the
quarter ended December 31, 1996, the Company successfully obtained new
management, divested itself of non-producing assets, and entered into
negotiations with third parties to reduce short term debt and to acquire two
private golf technology companies. Although no assurance can be provided the
acquisitions will be successfully completed, the Company believes the addition
of the existing related technologies and business relationships will have a
material favorable impact on AGT operating cash flow and profitability on a
going-forward basis.
During the quarter ended December 31, 1996, the Company entered into a "letter
of intent to purchase" with Tee Times of America, Inc., (TTA) and J. M. Golf
(JMG). The terms of the proposed transactions include the transfer of the TTA
and JMG technology and accounts to AGT in return for shares of the issued and
outstanding common stock of AGT and the assumption of certain debt. Although no
assurance can be provided the transaction will be closed successfully,
management believes the transactions represent an important opportunity for the
Company to improve asset value and to increase shareholder value. During the
period, the Company has been able to successfully continue operations, to
improve its position in the marketplace, to acquire outside consulting expertise
and to strengthen its marketing strategies. All of these efforts have been made
for the purpose of increasing shareholders' equity and profitability on a going
forward basis. In the fiscal year ending September 30, 1996, such efforts
included the resolution of numerous outstanding business matters related to the
former business of the Company, the reduction or elimination of significant
portions of short term debt and the adoption of new measures designed to
increase working capital and revenues.
6
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Liquidity and Capital Resources
Cash and cash equivalent's balance on December 31, 1996 was $16,486.
Provided new sources of working capital can be secured, in the opinion of
management, the Company will be able to successfully meet all of its current
obligations. However, no assurances can be given the Company will be successful
in these endeavors.
PART II.
ITEM 1. Legal Proceedings
During the quarter ended December 31, 1996, the Company was not a party to,
nor aware of, any material legal proceedings involving the Company.
ITEM 2. Changes in Securities
There were no material changes in Securities during the Quarter ended
December 31, 1996.
ITEM 3. Default on Senior Securities.
As of December 31, 1996, the Company is in arrears on $1,225,000 in notes
payable and related interest and is negotiating for the settlement and
conversion of this amount with third parties into restricted common AGTP stock
and/or long term promissory notes. See Item 5 below.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the Security Holders during this
reporting period.
ITEM 5. Other Information.
Subsequent to the Quarter ended December 31, 1996, the Company "Closed" the
following material transactions:
The liquidation of $1,200,000 of debt and related interest in addition to
recovering certain franchise rights from a major creditor through the
issuance of 3,500,000 "restricted" common shares of the Company's
stock.
The acquisition of TeeTimes of America, an operating golf course software
management company for "restricted" common shares of the Company's
stock and certain debt assumption/reduction.
7
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The assets of J.M. Golf Company for "restricted" common shares of the
Company's stock. The primary asset of J.M. Golf acquired was the
"Micro Caddie"; a golf cart mounted distance measuring device which
will be marketed by AGT to improve the timeliness and quality of play
at golf courses.
Management believes that these acquisitions have provided the Company with the
basis to become a "factor" in the golf course software management industry
primarily due the acquired "customer base" and the Company's "Microsoft Windows"
based tee time reservation software.
As of December 31, 1996, the Company had no other reportable events which were
not previously disclosed in the below referenced exhibits and reports.
ITEM 6. Exhibits and Reports on Form 8-K
None.
8
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AGTsports, Inc.
Dated: February 19, 1997 By: /s/ B. Mack DeVine
----------------------------
B. Mack DeVine
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Dated: February 19, 1997 By: /s/ B. Mack DeVine
----------------------------
B. Mack DeVine
President
Dated: February 19, 1997 By: /s/ Cory J. Coppage
----------------------------
Cory J. Coppage
Secretary
9
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<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from balance sheet and
statement of operations accounts filed as for 10-QSB and is qualified in its
entirety by such registrant's annual report on 10-KSB for the year end period
September 30, 1996.
</LEGEND>
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<PERIOD-END> DEC-31-1996
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</TABLE>
