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, 1999
Commission File Number 0-16447
AGTsports, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1022287
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(State of incorporation) (I.R.S. Employer ID Number)
7255 E. Quincy Avenue, Suite 550, Denver, CO 80237
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(Address of principal executive offices) (zip code)
(303) 297-9656
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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, 1999, 35,404,726 common shares, $0.10 par value per share,
were outstanding.
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AGTsports, Inc.
INDEX
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Part I FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheets 3
December 31, 1999 and September 30, 1999
Consolidated Statements of Operations 4
Three Months Ended December 31, 1999 and 1998
Consolidated Statements of Cash Flows 5
Three Months Ended December 31, 1999 and 1998
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 7
Item 6. Exhibits and Reports on Form 8-K 7
Part III SIGNATURES 8
Exhibit 27
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<CAPTION>
PART 1, ITEM 1.
AGTsports, Inc.
(and Wholly Owned Subsidiaries)
CONSOLIDATED BALANCE SHEET
ASSETS
Dec. 31, 1999 September 30,1999
------------- -----------------
(unaudited)
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Assets:
Current assets
Cash $ -- $ 22
------------ ------------
Total current assets -- $ 22
------------ ------------
Property and Equipment (net) 1,800 --
Other assets -- 1,000
------------ ------------
Total Assets $ 1,180 $ 1,022
============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 150,058 $ 227,807
Accrued expenses 117,607 112,440
Note payable - current 583,492 481,492
------------ ------------
Total current liabilities $ 851,153 $ 821,739
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Stockholders' Equity (Deficit):
Preferred Stock, $1.00 par value;
5,000,000 Authorized; 1,000,000 shares issued
and outstanding As of June 30, 1999 $ -- $ 1,000,000
Common Stock, $.001 par value;
50,000,000 shares authorized
27,450,941 shares issued and outstanding
as of June 30, 1999, and 24,871,947 issued
and outstanding as of September 30, 1998 36,405 27,555
Treasury Stock (17,459) (17,459)
Additional paid-in capital 23,383,043 22,392,893
Deficit accumulated during development stage (24,251,966) (24,223,706)
------------ ------------
Total shareholder's deficit (849,977) (820,717)
------------ ------------
Total liabilities and shareholders' deficit $ 1,176 $ 1,022
============ ============
3
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AGTsports, Inc.
(and Wholly Owned Subsidiaries)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Three Months
Ended Ended
Dec 31 1999 Dec 31, 1998
----------- ------------
Operating Revenues $ -- $ --
Expenses:
Salaries and Wages -- 15,000
Professional Services 6,267 18,765
General and administrative expenses 9,127 12,606
Depreciation and amortization 20 --
------------ ------------
Total Expenses 15,414 46,371
------------ ------------
Operating Income (Loss) (15,414) (46,371)
Other Income (Expenses)
Interest expense (3,846) (11,834)
------------ ------------
Total Other Income (Expenses) (3,846) (11,834)
------------ ------------
Net Income (Loss) Before Extraordinary
Items And Provision for Income Taxes (19,260) (11,834)
Extraordinary Items -- --
------------ ------------
Net Income (Loss) (19,260) (11,834)
Income (loss) per common share
Before Extraordinary Items -0- -0-
Extraordinary Items Per Common Share -0- -0-
Net Income (loss) per Common Share -0- -0-
Weighted Average Shares
of Common Stock Outstanding 36,379,726 28,623,743
4
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AGTsports, Inc.
(and Wholly Owned Subsidiaries)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Three Months
Ended Ended
Dec 31, 1999 Dec 31, 1998
------------ ------------
Cash Flows From Operating Activities
Net loss $ (19,260) $ (259,721)
Adjustments to reconcile net loss to net cash used in operations
to net cash provided by (used in) operating activities:
Depreciation and amortization 20 --
Increase (Decrease) in Accounts Payable and accrued expenses 5,418 (61,420)
----------- -----------
Net Cash Provided (Used) in operating activities (13,830) 34,211
----------- -----------
Cash Flows From Investing Activities
Payments for the purchase of equipment (1,200) --
----------- -----------
Net Cash Provided (Used) in operating activities (1,200) --
----------- -----------
Cash Flows From Financing Activities:
Proceeds from issuance of note payable 15,000 --
----------- -----------
Net cash provided by (used in) financing activities 15,000 --
----------- -----------
Net increase (decrease) in cash (22)
Cash at October 1, 1999 22 22
----------- -----------
Cash at June 30, 1999 $ 0 $ 22
=========== ===========
Supplemental information:
Interest paid $ 0 $ 22
=========== ===========
Taxes paid $ 0 $ 0
=========== ===========
Dividends accrued $ 9,000 $ 0
=========== ===========
Common stock exchanged for preferred stock $ 1,000,000 $ 0
=========== ===========
Debt assumed by shareholder $ 0 $ 70,000
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5
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AGTsports, Inc.
(and Wholly Owned Subsidiaries)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Management Representation Note 1.
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, 1999.
ITEM 2: Management's Discussion and Analysis
In the fiscal quarter ending December 31, 1999, the Company was primarily
engaged in the restructuring of operations. For the three-month period ended
December 31, 1999, the Company had limited revenues and a net loss of ($19,260).
The Company has abandoned its former sports technology business plan in favor of
pursuing a potential merger or business combination with other entities as yet
unidentified. In the opinion of management, the Company has not improved
significantly as compared to the same period last year when it reported a net
loss of $119,350.
The Company has experienced ongoing working capital shortages that have
limited its ability to pursue new business strategies. During the Quarter ended
December 31, 1999, substantially all of the Company's note holders have agreed
to cancel the notes in exchange for shares of common stock. As of the date of
filing of this report, no shares of common stock have been issued to the note
holders pending review of disclosure filing requirements by the Company's
securities counsel. These efforts have been made for the purpose of increasing
shareholders' equity and profitability on a going forward basis. However, no
assurance can be provided the Company will be successful in these endeavors.
Liquidity and Capital Resources
Cash and cash equivalent's balance on December 31, 1999 was $ 0
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.
6
<PAGE>
PART II.
ITEM 1. Legal Proceedings
During the quarter ended December 31, 1999, the Company was not a party to,
nor aware of, any legal proceedings involving the Company that, in the opinion
of Management, were material to the future of the Company.
ITEM 2. Changes in Securities
During the Quarter ended December 31, 1999, the Company issued 7,850,000
shares of it's restricted common stock in accordance with the terms of
agreements reached with a creditor and preferred shareholder of the Company.
1,000,000 shares of the Company's issued and outstanding preferred stock were
cancelled in exchange for 2,000,000 restricted common shares of the Company. The
common shares were issued as follows: 1,000,000 shares were issued on December
17, 1999, and 1,000,000 shares were issued subsequent to December 31, 1999.
Accrued preferred stock dividends of app. $873,000 were waived by the Holder in
exchange for 2,695,203 restricted common shares of the Company. At December 31,
1999, the shares have not been issued pending the completion and filing of
various securities disclosure documents and registration statements by the
Company.
Pursuant to the terms of the Company's May 22, 1997 joint venture agreement
with Global Links Trading, Ltd., on December 17, 1999, the Company issued
6,850,000 restricted common shares to GLT's assignee and the agreement was
thereby terminated.
ITEM 3. Default on Senior Securities.
As of December 31, 1999, the Company is in arrears on notes payable and
related interest and has subsequently entered into negotiations to settle the
arrearages through conversion into the Company's restricted common stock.
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.
As of December 31, 1999, 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.
7
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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: December 31, 1999 By: /s/ Cory J. Coppage
-------------------------------
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: December 31, 1999 By: /s/ Cory J. Coppage
-------------------------------
President
8
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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, 1998.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1200
<DEPRECIATION> 20
<TOTAL-ASSETS> 1180
<CURRENT-LIABILITIES> 851153
<BONDS> 0
0
0
<COMMON> 27,450,941
<OTHER-SE> (801,244)
<TOTAL-LIABILITY-AND-EQUITY> 1176
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 15414
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3846
<INCOME-PRETAX> (19260)
<INCOME-TAX> 0
<INCOME-CONTINUING> (19260)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (19260)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
