<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1995
----------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 0-19817
MACGREGOR SPORTS AND FITNESS, INC.
----------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1652566
------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. #)
incorporation or organization)
8100 White Horse Road, Greenville, SC 29611
---------------------------------------------------
(Address of principal executive office) (Zip Code)
(803) 294-5230
--------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
report(s), and (2) has been subject to such filing requirements for the past 90
days.
YES X NO
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
YES NO
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 8,557,423 common shares, par
value $ .02 per share, outstanding at December 15, 1995.
Page 1 of 15 total pages on this document
<PAGE> 2
MACGREGOR SPORTS AND FITNESS, INC.
AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
PART II. OTHER INFORMATION
2
<PAGE> 3
MACGREGOR SPORTS AND FITNESS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 1995 AND JULY 31, 1995
ASSETS
<TABLE>
<CAPTION>
OCTOBER 31, 1995 JULY 31, 1995
---------------- -------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
CASH $ 9,765 $ 2,846
ACCOUNTS RECEIVABLES, NET OF
ALLOWANCE FOR DOUBTFUL
ACCOUNTS OF ($2,250 OCTOBER 31, 1995
AND $4,000 JULY 31, 1995) 1,329
ROYALTY RECEIVABLE 5,523
INVENTORIES 6,450 6,450
--------------- ---------------
TOTAL CURRENT ASSETS 21,738 10,625
--------------- ---------------
OFFICE FURNITURE AND EQUIPMENT 8,414 8,414
LESS ACCUMULATED DEPRECIATION (7,146) (6,723)
--------------- ---------------
1,268 1,691
--------------- ---------------
OTHER ASSETS:
TRADEMARKS AND LICENSE AGREEMENTS
NET OF ACCUMULATED AMORTIZATION
($1,151,088 OCTOBER 31, 1995; $1,099,612
JULY 31, 1995) 4,221,016 4,272,492
--------------- ---------------
$ 4,244,022 $ 4,284,808
=============== ===============
</TABLE>
(CONTINUED)
- 3 -
<PAGE> 4
MACGREGOR SPORTS AND FITNESS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - (Continued)
OCTOBER 31, 1995 AND JULY 31, 1995
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
OCTOBER 31, 1995 JULY 31, 1995
---------------- -------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
LINES OF CREDIT $ 219,634 $ 380,677
NOTES PAYABLE, SHAREHOLDERS 91,306 91,306
CURRENT PORTION OF LONG-TERM DEBT,
SHAREHOLDER 27,000 27,000
INVESTMENT FEES PAYABLE TO RELATED PARTY 281,500 281,500
ACCRUED INTEREST AND OTHER, RELATED PARTIES 374,801 379,180
ACCOUNTS PAYABLE AND ACCRUED EXPENSES 820,607 953,013
DEFERRED ROYALTY REVENUE 64,477
------------------ ---------------
TOTAL CURRENT LIABILITIES 1,814,848 2,177,153
------------------ ---------------
LONG-TERM DEBT, SHAREHOLDER 225,020 225,020
------------------ ---------------
CLASS A 10% MANDATORY REDEEMABLE
CONVERTIBLE PREFERRED STOCK, LIQUIDATION
PREFERENCE $610,000 PLUS UNPAID DIVIDENDS, IF
AND WHEN DECLARED; 610 SHARES ISSUED AND
OUTSTANDING 610,000 610,000
------------------ ---------------
SHAREHOLDERS' EQUITY:
CLASS C CONVERTIBLE PREFERRED STOCK,
LIQUIDATION PREFERENCE OF $1,000 PLUS
DIVIDEND PREFERENCE OF $70 PER SHARE PER
YEAR, ISSUED AND OUTSTANDING 1,000 SHARES 1,000,000 1,000,000
COMMON STOCK, PAR VALUE $.02; AUTHORIZED
25,000,000 SHARES, ISSUED AND OUTSTANDING
8,557,423 SHARES AT OCTOBER 31, 1995
AND 8,249,423 SHARES AT JULY 31, 1995 171,148 164,988
ADDITIONAL PAID-IN CAPITAL 7,744,268 7,397,429
WARRANTS 3,588 3,588
DEFICIT (7,324,850) (7,293,370)
------------------ ---------------
1,594,154 1,272,635
------------------ ---------------
$ 4,244,022 $ 4,284,808
================== ===============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
- 4 -
<PAGE> 5
MACGREGOR SPORTS AND FITNESS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
SALES $ $ 158,072
COST OF SALES (126,427)
--------------- -----------------
GROSS PROFIT 31,645
--------------- -----------------
ROYALTY INCOME:
RELATED PARTY 70,000 50,000
--------------- -----------------
OPERATING EXPENSES:
GENERAL AND ADMINISTRATIVE 66,275 189,142
DEPRECIATION AND AMORTIZATION 51,899 75,000
--------------- -----------------
118,174 264,142
--------------- -----------------
OPERATING LOSS (48,174) (182,497)
--------------- -----------------
OTHER INCOME (EXPENSE):
INTEREST EXPENSE:
RELATED PARTY (16,006) (25,181)
OTHER (6,905) (10,613)
OTHER 5,052 12,974
GAIN ON EXTINGUISHMENT OF DEBT 34,553
--------------- -----------------
16,694 (22,820)
--------------- -----------------
NET LOSS $ (31,480) $ (205,317)
--------------- -----------------
LOSS PER COMMON SHARE: $ (.01) $ (.03)
--------------- -----------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 8,407,510 7,931,090
=============== =================
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
- 5 -
<PAGE> 6
MACGREGOR SPORTS AND FITNESS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED OCTOBER 31, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (185,037) $ (36,738)
CASH FLOWS FROM FINANCING ACTIVITIES:
INCREASE IN BANK OVERDRAFT 8,382
NET PAYMENTS UNDER REVOLVING CREDIT AGREEMENTS (161,043)
PROCEEDS FROM ISSUANCE OF SHARES OF COMMON STOCK 352,999
PROCEEDS FROM ISSUANCE OF NOTE PAYABLE, SHAREHOLDER 72,000
PAYMENT TO NOTES PAYABLE, SHAREHOLDER (72,000)
--------------- -----------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 191,956 8,382
--------------- -----------------
INCREASE (DECREASE) IN CASH 6,919 (28,356)
--------------- -----------------
CASH, BEGINNING OF PERIOD 2,846 35,738
--------------- -----------------
CASH, END OF PERIOD $ 9,765 $ 7,382
--------------- -----------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR INTEREST $ 15,026 $ 8,258
=============== =================
</TABLE>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES. DURING
THE THREE MONTHS ENDED OCTOBER 31, 1994, $191,000 OF ACCOUNTS PAYABLE WITH
THIRD PARTIES WERE CONVERTED TO 477,500 SHARES OF THE COMPANY'S COMMON
STOCK.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
- 6 -
<PAGE> 7
MACGREGOR SPORTS AND FITNESS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
THREE MONTHS ENDED OCTOBER 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Class C Additional
preferred stock Common stock paid-in
Shares Amount Shares Amount capital Warrants Deficit Total
------ ------------ ---------- -------- ----------- --------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, July 31, 1995 1,000 $ 1,000,000 8,249,423 $164,988 $ 7,397,429 $ 3,588 $ (7,283,370) $ 1,272,635
Common stock sold at:
200,000 shares at $.50 200,000 4,000 96,000 100,000
108,000 shares at $.75 108,000 2,160 78,840 81,000
Sale of previously issued
common stock (344,000
shares) 171,999 171,999
Net loss (31,480) (31,480)
----- ----------- --------- -------- ----------- --------- -------------- ------------
Balance, October 31, 1995 0 0 8,557,423 $171,148 $ 7,744,268 $ 3,588 $ (7,324,850) $ 1,594,154
===== =========== ========= ======== =========== ========= ============== ============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- 7 -
<PAGE> 8
MACGREGOR SPORTS AND FITNESS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED
OCTOBER 31, 1995 AND 1994
(UNAUDITED)
1. THE INTERIM FINANCIAL STATEMENTS:
The interim financial statements have been prepared by MacGregor Sports
and Fitness, Inc. ("MSF" and the Company") and, in the opinion of
management, reflect all material adjustments (including normal recurring
adjustments) which are necessary to a fair statement of results for the
interim periods presented. Certain information and footnote disclosures
made in the last annual report on Form 10-KSB have been condensed or
omitted for the interim statements. It is the Company's opinion that,
when the interim statements are read in conjunction with the July 31,
1995, annual report on Form 10-KSB, the disclosures are adequate to make
the information presented not misleading.
2. ORGANIZATION:
The Company was formed on December 30, 1991 through a merger between Vida
Ventures, LTD. ("VIDA") and Sports Acquisition Company ("SAC"). SAC was
formed in February 1991, and on May 9, 1991, it acquired certain assets
of MacGregor Sporting Goods, Inc. ("MSI"). The primary assets were
world-wide rights to use the MacGregor name on sporting, recreational and
fitness products.
3. LETTER OF POTENTIAL INTEREST TO ACQUIRE LICENSE RIGHTS:
In December 1994, the Company entered into a letter of potential interest
with an affiliate. Under the terms of the letter, as amended in November
1995, the Company will grant the affiliate an option to extend the
existing distribution agreement (Note 4) for two additional five-year
periods with increased minimum royalty requirements. In addition, the
Company will grant the affiliate an option to acquire all of its interests
in and to the MacGregor trademark and other related trademarks and rights
(the "MacGregor Rights") for a cash payment of $675,000 plus a three-year
note representing the then existing present value of the remaining minimum
payments under the distribution agreement, including all extensions.
Management and the affiliate believe that the foregoing structure
recognizes a value for the MacGregor rights at an amount in excess of
$4,100,000. In response to the November 1995 amendment to the letter of
interest, the Company reduced the carrying amount of its intangible
assets at July 31, 1995 by $500,000.
8
<PAGE> 9
Management intends to use the proceeds of the distribution agreement and
sale, should it occur, to pay current obligations and investigate
mergers, acquisitions and other potential investment opportunities.
Management believes that the proceeds from the extended royalty agreement,
and sale of the MacGregor Rights, should it occur, will enable the Company
to meet its current obligations. If unanticipated factors arise that would
cause the cash flow of the Company to fall short of needed levels, or if
the Company is unable to complete the sale of the MacGregor Rights under
the terms of the letter of potential interest, management has developed
alternative plans to continue operations. These plans include:
a. Equitex, Inc. (a principal shareholder of the Company) providing
financing, or causing financing to be provided, of any expenses of the
Company. The Company would assign its rights to future Roadmaster
Corporation royalty streams to Equitex, Inc. (Equitex) to the extent
that such expenses were so funded by Equitex.
b. Investigating receiving a prepayment of a portion of the 1996 minimum
royalty from Roadmaster.
c. Investigating additional merger possibilities.
d. Investigating increases in ownership equity to provide funds to meet
current obligations.
e. Investigating the sale of the MacGregor Rights to other parties.
Management believes that these plans would be adequate and will enable the
Company to effectively continue its operations.
4. DISTRIBUTION AGREEMENT:
Effective October 7, 1993, the Company entered into an agreement with
Roadmaster Corporation ("RMC") whereby RMC acquired the exclusive rights to
distribute MacGregor products, subject to certain worldwide territorial
limitations and restrictions set forth in the Company's other licensing
agreements. The agreement continues for a period of five years, with an
option to renew for an additional five year term with a minimum annual
royalty. The agreement provides that RMC will pay the Company on a
quarterly basis percentage-based royalties on net revenues generated from
sales of the MacGregor products with minimum cumulative royalties.
9
<PAGE> 10
Under the agreement, the Company received cash of approximately $1,631,000
in exchange for accounts receivable with a book value of $427,000, $623,000
of inventory, and $30,000 of equipment, resulting in a $551,000 write off
the carrying value of the MacGregor license costs. The purchase price
included payment of the revolving line of credit in the amount of $440,000,
payment in the amount of $276,000 to satisfy commissions owed to and to
settle the exclusive representation agreement with a company which had been
marketing the Company's products, $186,000 for the reduction of certain
notes payable, and $729,000 for the reduction of certain accounts payable
and accrued expenses.
Roadmaster markets its products (principally bicycles and fitness
equipment) under the brand names of Roadmaster and Vitamaster. Roadmaster,
through its independent representatives and key account managers, sells its
and MacGregor's products to retail sporting good stores and large retailers
such as discount stores, department stores and other mass merchant outlets.
5. LOSS PER SHARE:
Loss per share is computed based on the weighted average number of shares
actually outstanding. Outstanding warrants, options and convertible
preferred stock are not considered in the calculation as they would
decrease loss per share.
10
<PAGE> 11
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION:
The Company, through one of its wholly owned subsidiaries MacGregor Sports
Products, Inc. ("MSPI") is in the business of marketing and distributing
through its exclusive distributor, Roadmaster Corporation (an affiliate of
the Registrant) a broad range of athletic products and sporting goods under
the MacGregor trademark. CTS is no longer in business as described below.
There were no revenues during the quarter ended October 31, 1995 due to
MacGregor beginning in October 7, 1993 not selling and marketing its
products directly, but through Roadmaster. Additionally, CTS ceased its
retail operations in the fourth quarter of fiscal year ending July 31, 1995
as management reacted to the changing sporting goods market. As more and
more national sporting goods chains entered the local market, it became
difficult for CTS to profitably compete.
RESULTS OF OPERATIONS:
Effective October 7, 1993, the Company entered into an agreement with
Roadmaster Corporation ("RMC") whereby RMC acquired the exclusive rights to
distribute MacGregor products, subject to certain worldwide territorial
limitations and restrictions setforth in the Company's other licensing
agreements. The agreement continues for a period of five years, with an
option to renew for an additional five year terms with a minimum annual
royalty. The agreement provides that RMC will pay the Company on a
quarterly basis percentage royalties on net revenues generated from sales
of the MacGregor products with minimum cumulative royalties.
Under the agreement, the Company received cash of approximately $1,631,000
in exchange for accounts receivable with a book value of $427,000, $623,000
of inventory, and $30,000 of equipment, resulting in a $551,000 write off
of the carrying value of the MacGregor license costs. The purchase price
included payment of the revolving line of credit in the amount of $440,000,
payment in the amount of $276,000 to satisfy commissions owed to and to
settle the exclusive representation agreement with a company which had been
marketing the Company's products, $361,000 for the reduction of certain
notes payable and long-term debt and $554,000 for the reduction of certain
accounts payable and accrued expenses.
11
<PAGE> 12
There were no revenues for the three months ended October 31, 1995.
Revenues from CTS retail operations for the three months ended October 31,
1994 were $158,072.
Royalty income increased by $20,000 for the quarter ending October 31,
1995 compared to October 31, 1994 as the Company has accrued a larger
annual minimum royalty due under the Roadmaster agreement for the current
quarter compared to the comparable quarter in the prior year.
Operating expenses for the quarter ended October 31, 1995 and 1994 were
$118,174 and $264,142, respectively. The main reason for the decrease was
management's decision to restructure CTS by closing its retail operation..
Additionally, the Company reduced the overhead expenses related to the
distribution of MacGregor product due to it no longer marketing and
distributing such product.
Net loss for first quarter ended October 31, 1995 was $31,480 compared to
a loss of $205,317 for the quarter ended October 31, 1994. The primary
reasons for the reduction in the net loss was the decrease in the operating
expenses of the Company, an increase in the royalty income recorded in the
quarter and the gain recognized on certain extinguishment of debt.
LIQUIDITY AND CAPITAL RESOURCES:
At October 31, 1995, the Company's current liabilities exceeded its
current assets by approximately $1,793,000. As discussed in Note 4 to the
financial statements, MacGregor has entered into a distribution agreement
with Roadmaster. Under the terms of the distribution agreement, the
Company will receive royalties from Roadmaster Corporation, including
certain cumulative minimum royalties throughout the term of the agreement.
Through October 31, 1995, Roadmaster has paid 1994 and 1995 minimum
royalties totaling approximately $412,000. $300,000 of the proceeds were
used to terminate the Company's license with MacGregor Golf Company in
exchange for its releasing the Company from future minimum royalties of
$395,000 and $520,000 for the twelve months ended February 1995 and 1996
respectively. Additionally, proceeds were used to pay quarterly minimum
license payments to Equilink under its license agreement and certain
trade liabilities of the Company. In connection with the Roadmaster
distribution agreement, the Company has established and implemented a
program whereby the selling, general and administrative expenses related to
the former distribution operations of MSP have been substantially
eliminated.
12
<PAGE> 13
In December 1994, the Company entered into a letter of potential interest
with an affiliate. Under the terms of the letter, as amended in November
1995, the Company will grant the affiliate an option to extend the
existing distribution agreement (Note 3) for two additional five-year
periods with increased minimum royalty requirements. In addition, the
Company will grant the affiliate an option to acquire all of its interests
in and to the MacGregor trademark and other related trademarks and rights
(the "MacGregor Rights") for a cash payment of $675,000 plus a three-year
note representing the then existing present value of the remaining minimum
payments under the distribution agreement, including all extensions.
Management and the affiliate believe that the foregoing structure
recognizes a value for the MacGregor rights at an amount in excess of
$4,100,000. In response to the November 1995 amendment to the letter of
interest, the Company has reduced the carrying amount of its intangible
assets at July 31, 1995 by $500,000. Management intends to use the
proceeds of the distribution agreement and sale, should it occur, to pay
current obligations and investigate mergers, acquisitions and other
potential investment opportunities.
In August through October 1995, the Company sold 308,000 shares of its
stock at an average price of $.59 for proceeds of $181,000 pursuant to
prior agreements as follows: Ralph Grills Family Ltd. Partnership, Wayne
R. Mills, and Bruce Reichert. The average price reflects a modest
discount from the then prevailing market price in light of the restricted
nature of the shares. MacGregor also recieved $50,000 from a shareholder
in exchange for a 10% note. The total proceeds of $231,000 were used to
pay certain liabilities of MacGregor, as well as MacGregor's obligation
under its license from Equilink.
In February 1994, the Company issued 344,000 shares of Common Stock to
BB&T, Bank of Greenville, CTS' lender ("BB&T") to collateralize $175,000
of BB&T's then outstanding $400,000 line of credit to CTS. In October
1995, BB&T required the Company to cause the shares to be purchased by
Equitex's designee at a price of $.50 per share. The proceeds of $172,000
reduced the BB&T indebtedness. In October 1995, the Company agreed to
issue 228,677 shares of its Common Stock to CTS,as a capital contribution,
and CTS pledged these shares to the bank as collateral for its remaining
indebtedness. The shares are to be returned to the Company when the
indebtedness is paid in full. If the bank determines to foreclose on the
shares, the Company will be required to either register the shares at its
expense, or cause the shares to be purchased by Equitex, Inc. or its
designee at $1.00 per share.
It is possible that cash flow from MacGregor's royalties will not
provide sufficient cash flow to the Company to pay for its operating and
other expenses during fiscal 1996. A prepayment of the minimum royalty
payments due from Roadmaster for the remainder of calendar year 1995 has
been received in fiscal 1995 to enable MacGregor to pay certain current
obligations.
13
<PAGE> 14
Management is actively investigating various merger possibilities and
other business combinations, whereby a privately-held issuer may desire to
merge his business into a public company, such as MacGregor. Management
has held discussions with an unaffiliated private company, as a
potential merger candidate, but there can be no assurance that any such
transaction can be accomplished on reasonable terms. Furthermore, such
reorganizations are subject to regulation, and will only be accomplished
in compliance with all applicable federal and state securities regulations.
Additionally, if unanticipated factors arise that would cause the cash flow
of the Company to fall short of needed levels, or if the Company is unable
to complete the sale of the MacGregor rights under the terms of the letter
of potential interest, management has developed alternative plans to
continue operations. These plans include:
A. Equitex, Inc. (a shareholder of the Company) providing financing, or
causing financing to be provided, of any expenses of the Company. The
Company would assign its rights to future Roadmaster Corporation
royalty streams to Equitex, Inc. to the extent that such expenses were
so funded by Equitex, Inc.
B. Investigating receiving a prepayment of a portion of the 1996 minimum
royalty due from Roadmaster.
C. Investigating additional merger possibilities.
D. Investigating increases in ownership equity to provide funds to meet
current obligations.
E. Investigating the sale of MacGregor rights to other parties.
Management believes that these plans would be adequate and will enable the
Company to effectively continue its operations.
14
<PAGE> 15
PART II OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS:
NONE
ITEM 2 CHANGES IN SECURITIES:
None
ITEM 3 Defaults upon Senior Securities:
Not Applicable
ITEM 4 Submission of Matters to a Vote of Security-Holders:
None
ITEM 5 Other Informaton:
None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
NONE
(B) REPORTS ON FORM 8-K
NONE
15
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MACGREGOR SPORTS AND FITNESS, INC.
Date: December 14, 1995 By: /s/ Michael S. Casazza
-------------------------
Michael S. Casazza
President
Date: December 14, 1995 By: /s/ Barry S. Hollander
-------------------------
Barry S. Hollander
Chief Financial Officer
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> OCT-31-1995
<CASH> 9,765
<SECURITIES> 0
<RECEIVABLES> 5,523
<ALLOWANCES> 2,250
<INVENTORY> 6,450
<CURRENT-ASSETS> 21,738
<PP&E> 1,268
<DEPRECIATION> 7,146
<TOTAL-ASSETS> 4,244,022
<CURRENT-LIABILITIES> 1,814,848
<BONDS> 0
<COMMON> 171,148
610,000
1,000,000
<OTHER-SE> 423,000
<TOTAL-LIABILITY-AND-EQUITY> 4,244,022
<SALES> 0
<TOTAL-REVENUES> 70,000
<CGS> 0
<TOTAL-COSTS> 118,174
<OTHER-EXPENSES> 16,694
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,911
<INCOME-PRETAX> (31,480)
<INCOME-TAX> 0
<INCOME-CONTINUING> (31,480)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,480)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
