UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1996
[ ] Transition Report Under Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the transition period from ____ to ____
Commission file number: 33-55254-46
AMERICAN SPORTS HISTORY INCORPORATED
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(Exact name of small business issuer as specified in its charter)
Nevada 87-0485307
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(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
18-I Heritage Drive, Chatham, New Jersey 07928
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(Address of principal executive offices)
Issuer's telephone number, including area code: (201) 635-0665
Not applicable
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(Former name, former address and former fiscal year,
if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
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 September 30, 1996, the issuer had 12,024,862 shares of its common
stock issued and outstanding or to be issued.
Transitional Small Business Disclosure Format: Yes ( ) No (X)
Total sequentially numbered pages in this document: 16.
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) -
As of September 30, 1996 and December 31, 1995
Condensed Consolidated Statements of Operations
(Unaudited-Three Months Ended September 30, 1996 and 1995
Condensed Consolidated Statements of Operations (Unaudited) -
Nine Months Ended September 30, 1996 and 1995 and Cumulative from
May 1, 1995
Condensed Consolidated Statements of Shareholders' Equity
(Unaudited) - For the Period January 1, 1995 through September
30, 1996
Condensed Consolidated Statements of Cash Flows (Unaudited) -
Nine Months Ended September 30, 1996 and 1995 and Cumulative from
May 1, 1995
Notes to Condensed Consolidated Financial Statements (Unaudited)
- Three Months and Nine Months Ended September 30, 1995 and 1996
and Cumulative from May 1, 1995
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II. OTHER INFORMATION
SIGNATURES
2
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PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1996 1995
------ ------------ -----------
<S> <C> <C>
Current asset:
Cash $ 1,071 $ 6,626
----------- -----------
Total current assets 1,071 6,626
----------- -----------
Other assets:
Prepaid royalties 137,500
Film library 30,000
Other assets 13,442 8,442
----------- -----------
Total other assets 180,942 8,442
----------- -----------
Totals $ 182,013 $ 15,068
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
----------------------------------------
Current liabilities:
Accounts payable $ 207,514 $ 85,839
Notes payable 23,400
Due to officer 201,853
Liability from sales of common stock
subsequently Rescinded 22,260 24,900
Income taxes payable from discontinued operations 32,000 32,000
----------- -----------
Total current liabilities 487,027 142,739
----------- -----------
Shareholders' deficiency:
Common stock, par value $.001; authorized
25,000,000 shares; issued and outstanding
(excluding shares subject to rescission
12,024,862 and 10,296,112 12,025 10,297
Additional paid-in capital 1,139,606 485,084
Deficit accumulated in the development stage (1,456,645) (623,052)
----------- -----------
Total shareholders' deficiency (305,014) (127,671)
----------- -----------
Totals $ 182,013 $ 15,068
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
.
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Revenue:
Interest income $ 24 $
------------ ------------
Expenses:
General and administrative 81,421 97,966
Promotion 25,000
Consulting fees 35,250 2,000
------------ ------------
Total expenses 141,671 99,966
------------ ------------
Net loss $ (141,647) $ (99,966)
============ ============
Net loss per common share: $ (0.01) $ (0.01)
============ ============
Weighted average number of common shares
outstanding 12,023,829 8,130,000
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
AND CUMULATIVE AMOUNTS FROM MAY 1, 1995
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Cumulative
Ended September 30, Amounts
---------------------------- From May 1,
1996 1995 1995
------------- ------------- -------------
<S> <C> <C> <C>
Revenue:
Interest income $ 187 $ $ 449
------------- ------------- -------------
Expenses:
General and administrative 386,554 97,966 693,615
Promotion 125,000 125,000
Consulting fees 322,050 152,000 473,050
Write-off of advances to terminated acquisition 80,856 80,856
Write-off of advances to related party 431,751
Interest 176 176
------------- ------------- -------------
Totals 833,780 762,573 1,372,697
------------- ------------- -------------
Loss from continuing operations (833,593) (762,573) (1,372,248)
Loss from discontinued operations (199,503)
------------- ------------- -------------
Net loss $ (833,593) $ (962,076) $ (1,372,248)
============= ============= =============
Net loss per common share:
Loss from continuing operations $ (0.07) $ (0.09)
Loss from discontinued operations -- (0.03)
------------- -------------
Net loss $ (0.07) $ (0.12)
============= =============
Weighted average number of common shares
outstanding 11,855,683 8,130,000
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)
YEAR ENDED DECEMBER 31, 1995 AND NINE MONTHS ENDED SEPTEMBER 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
Retained
Average Common Stock Additional Earnings
Price ------------------------- Paid-in (Accumulated
Dates Per Share Shares Amount Capital Deficit) Total
----------- ----------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1994 5,000,000 $ 5,000 $ (4,000) $ 546,856 $ 547,856
Shares issued to pre-merger
shareholders 1,000,000 1,000 4,000 5,000
Sale of common stock 6/95 $ 0.34 410,912 411 139,545 139,956
Shares issued for services 7/95-9/95 $ 0.02 3,192,500 3,193 50,732 53,925
Sale of common stock 7/95-9/95 $ 0.50 125,000 125 62,375 62,500
Shares issued for services 10/95-12/95 $ 0.38 440,000 440 168,560 169,000
Sale of common stock 10/95-12/95 $ 0.50 127,700 128 63,872 64,000
Net loss for the year ended
December 31, 1995 (1,169,908) (1,169,908)
----------- ----------- ----------- ----------- -----------
Balance, December 31, 1995 10,296,112 10,297 485,084 (623,052) (127,671)
Shares issued for services 1/96-3/96 $ 0.44 390,000 390 169,610 170,000
Shares issued for assets 1/96-3/96 $ 0.25 420,000 420 104,580 105,000
Sale of common stock 1/96-3/96 $ 0.50 525,000 525 259,475 260,000
Net loss for the three months
ended March 31, 1996 (554,238) (554,238)
----------- ----------- ----------- ----------- -----------
Balance, March 31, 1996 11,631,112 11,632 1,018,749 (1,177,290) (146,909)
Shares issued for assets 4/96-6/96 $ 0.25 250,000 250 62,250 62,500
Sale of common stock, net of
costs 4/96-6/96 $ 1.27 13,750 13 17,487 17,500
Net loss for the three months
ended June 30, 1996 (137,708) (137,708)
----------- ----------- ----------- ----------- -----------
Balance, June 30, 1996 11,894,862 11,895 1,098,486 (1,314,998) (204,617)
Sale of common stock 7/96-9/96 $ 2.00 5,000 5 9,995 10,000
Shares issued for services 7/96-9/96 $ .25 125,000 125 31,125 31,250
Net loss for the three months
ended September 30, 1996 (141,647) (141,647)
----------- ----------- ----------- ----------- -----------
Balance, September 30, 1996 12,024,862 $ 12,025 $ 1,139,606 $(1,456,645) $ (305,014)
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
AND CUMULATIVE FROM MAY 1, 1995
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
From
May 1,
1996 1995 1995
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Loss from continuing operations $ (833,593) $ (762,573) $(1,372,248)
Adjustments to reconcile loss from
continuing operations to net cash
used in operating activities:
Write-off of advances to related party 431,751
Shares of common stock issued for
services 201,250 63,925 424,175
Changes in operating assets and liabilities:
Other assets (5,000) (10,000)
Income taxes payable from discontinued
operations
(40,000)
Accounts payable and accrued expenses 121,675 115,839 157,675
----------- ----------- -----------
Net cash used in continuing operations (515,668) (191,058) (800,398)
Net cash used in discontinued operations (29,360)
----------- ----------- -----------
Net cash used in operating activities (515,668) (220,418) (800,398)
----------- ----------- -----------
Cash flows from investing activities:
Decrease in advances to related party 2,920
----------- ----------- -----------
Net cash provided by investing activities 2,920
----------- ----------- -----------
Cash flows from financing activities:
Proceeds from issuance of notes payable 23,400 7,000 23,400
Increase in due to officer 201,853 201,853
Sale of common stock 287,500 202,456 553,956
Liability from sales of common stock
subsequently rescinded (2,640) 24,900 22,260
----------- ----------- -----------
Net cash provided by financing activities 510,113 234,356 801,469
----------- ----------- -----------
Net increase (decrease) in cash (5,555) 16,858 1,071
Cash, beginning of period 6,626 6,600
----------- ----------- -----------
Cash, end of period $ 1,071 $ 23,458 $ 1,071
=========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
7
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
AND CUMULATIVE FROM MAY 1, 1995
Note 1 - Organization
The Company was organized on August 9, 1990 as National Logistics, Inc.
National Logistics, Inc. changed its name to Fans Holding, Inc. on June
30, 1995, and subsequently to American Sports History Incorporated
("ASH") on September 20, 1995. On August 21, 1995, ASH acquired 100% of
the capital stock of Infinet, Inc., a Delaware corporation ("Infinet").
As used in this document, the "Company" refers to ASH and its
subsidiary, Infinet, unless the context indicates otherwise.
Note 2 - Basis of Presentation
For accounting purposes, the acquisition of Infinet by ASH has been
treated as a recapitalization of Infinet, with Infinet as the acquiror
(reverse acquisition). ASH had no assets or operations prior to May
1995. The historical financial statements prior to August 21, 1995 are
those of Infinet. The business of Infinet has historically been
investing and consulting, but in conjunction with its acquisition by
ASH, the Company commenced the business of publishing a variety of
nostalgic sports magazines effective May 1, 1995. Accordingly, the
historical operations of Infinet have been classified as discontinued
operations. Although planned principal operations have commenced, since
the Company has not yet generated any revenues from operations, the
Company is still considered to be in the development stage, and
therefore cumulative results of operations and cash flows have been
presented.
The accompanying consolidated financial statements are unaudited but,
in the opinion of management of the Company, contain all adjustments
necessary to present fairly the financial position at September 30,
1996, the results of operations for the three months and nine months
ended September 30, 1996 and 1995 and cumulative from May 1, 1995, and
the changes in cash flows for the nine months ended September 30, 1996
and 1995 and cumulative from May 1, 1995. These adjustments are of a
normal recurring nature. The consolidated balance sheet as of December
31, 1995 is derived from the Company's audited financial statements.
The accompanying consolidated financial statements include the
operations of ASH and its wholly-owned subsidiary, Infinet. All
significant intercompany accounts and transactions have been eliminated
in consolidation.
8
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Certain information and footnote disclosures normally included in
financial statements that have been prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange
Commission, although management of the Company believes that the
disclosures contained in these financial statements are adequate to
make the information presented therein not misleading. For further
information, refer to the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995, as filed with the Securities and
Exchange Commission.
The results of operations for the three months and nine months ended
September 30, 1996 are not necessarily indicative of the results of
operations to be expected for the full fiscal year ending December 31,
1996.
Net Loss Per Common Share - In August 1995, ASH issued new shares of
common stock in consolidation for the acquisition of Infinet, in a
transaction which has been accounted for as a reverse acquisition. As a
result, net loss per common share for the three months and nine months
ended September 30, 1995 is presented on a pro forma basis, and has
been calculated as if the previously issued and the new common shares
had been outstanding during the three months and nine months ended
September 30, 1995. Net loss per common share for the three months and
nine months ended September 30, 1996 is calculated based on the
weighted average number of common shares outstanding.
Note 3 - Going Concern:
Significant Operating Loss - The Company incurred a net loss of
$1,169,908 for the year ended December 31, 1995, resulting in an
accumulated deficit of $623,052 and a shareholders' deficiency of
$127,671 at December 31, 1995. For the nine months ended September 30,
1996, the Company incurred a net loss of $833,593, resulting in an
accumulated deficit of $1,456,645 and a shareholders' deficiency of
$305,014 at September 30, 1996.
The Company will require a minimum of $5,000,000 of operating capital
through December 1997 to implement its business plan of publishing a
variety of nostalgic sports magazines. The Company intends to raise
this operating capital through the sale of its equity securities.
However, there can be no assurances that the Company will be successful
in raising sufficient operating capital on a timely basis, at an
acceptable cost, and under acceptable terms and conditions in order to
implement its business plan. To the extent that the Company is unable
to raise the necessary operating capital, it will not be able to
implement its business plan, and it will have to curtail or cease
operations. In addition, even if the Company does raise sufficient
operating capital through the sale of its equity securities, there can
be no assurances that the net proceeds will be sufficient to enable the
Company to develop its new line of business to a level where it will
generate profits and cash flow from operations.
9
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The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The
accompanying financial statements do not include any adjustments
relating to the recoverability of the recorded assets or the
classification of the liabilities that might be necessary should the
Company be unable to continue as a going concern.
Note 4 - Acquisition of Other Assets:
Film Library - On January 30, 1996, the Company acquired a film library
consisting of 16 hours of sports footage film and license rights to use
36 hours of footage from Historical Footage film library (not related
to sports) in exchange for 120,000 shares of the Company's restricted
common stock. The Company also agreed to issue up to an additional
120,000 shares of common stock in the event that the initial 120,000
shares are not sufficient to generate $600,000 of proceeds to the
seller. The Company valued the 120,000 shares of common stock at
estimated fair value of $.25 per share, and recorded the aggregate
value of such shares of $30,000 as film library.
Prepaid Royalties - On January 12, 1996, the Company entered into a
licensing agreement with National Football League Alumni, Inc. ("NFLA")
relating to the Company's use of certain trademarks owned or
beneficially owned by NFLA. The license agreement is for the period
beginning January 1, 1995 and ending on December 31, 2001. The Company
will pay NFLA an amount equal to 8% of all "Net Sales" of licensed
products sold during the term of the license agreement with a minimum
royalty of $1,500,000. The Company issued 300,000 shares of its common
stock and agreed to issue additional shares, not to exceed 300,000, to
cover future royalty payments to NFLA. The Company is obligated to file
a registration statement covering such shares with the Securities and
Exchange Commission, which has not yet been done. The Company valued
the 300,000 shares of common stock issued to NFLA at estimated fair
value of $.25 per share, and recorded the aggregate value of such
shares of $75,000 as prepaid royalties.
On May 28, 1996, the Company entered into a licensing agreement with
Gage Marketing Group, LLC ("Gage"), an exclusive agent for the NFLA.
The Company paid $100,000 for the right to be the presenting sponsor of
the January 1996 NFLA Alumni Player of the Year Awards Dinner. Gage
granted the Company rights to the video footage of that dinner. Gage
also granted the Company the rights to sponsor future dinners and
market the video footage of those dinners. The initial term is for the
period beginning May 15, 1996 and ending on May 14, 2001. The Company
will pay Gage an amount equal to 8% of all "Net Sales" of licensed
products with a minimum royalty of $1,250,000. The Company issued
250,000 shares of its common stock to cover future royalty payments to
Gage and agreed to pay $600,000 in cash for the rights to be the
presenting sponsorship of the dinners, payable $100,000 by September
15, 1996, $100,000 by November 15, 1996 and $100,000 on each of
September 1, 1997, 1998, 1999 and 2000. Upon request by Gage, the
Company is obligated to file a registration statement covering such
shares with the Securities and Exchange Commission. The Company valued
10
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the 250,000 shares of common stock issued to Gage at estimated fair
value of $.25 per share, and recorded the aggregate value of such
shares of $62,500 as prepaid royalties.
Note 5 - Issuance of Common Stock:
During the nine months ended September 30, 1996, the Company issued
1,728,750 shares of common stock. Of such amount, 670,000 shares were
issued in conjunction with the NFLA and the Gage agreements and the
acquisition of the Nobles film library and were valued at $167,500,
543,750 shares of common stock were sold for net proceeds of $287,500,
and 515,000 shares of common stock were issued for services rendered to
officers, employees and consultants and were valued at $201,250.
Note 6 - Legal Proceedings:
On June 30, 1996, a Default Judgment was entered against Infinet, the
Company's wholly-owned subsidiary, and Vincent M. Nerlino, the
President and principal shareholder of the Company. Mr. Nerlino has
filed a Motion to Set Aside the Entry of Default (the "Motion") and
Infinet filed a similar motion on September 4, 1996. Mr. Nerlino has
filed briefs on his Motion and is currently awaiting the setting of a
date for a hearing on such Motion.
The entry of the Default Judgment is the result of a Cross-Complaint
filed by William Brin, the former President of Fans Publishing, Inc.,
against Infinet, Jeane Hays Nerlino, the wife of Vincent M. Nerlino and
the former sole stockholder of Infinet, and Vincent M. Nerlino, a
former director and shareholder of Fans Publishing, Inc., among others,
in Superior Court of Arizona, Maricopa County, Case No. CV 95-18275.
The Cross-Complaint seeks indemnification should any award be obtained
in the underlying suit (the "Complaint") together with punitive and
compensatory damages according to proof and attorneys' fees. The
Complaint was filed by Dr. Craig Pearson against Fans Publishing, Inc.,
Mr. Nerlino, Mrs. Nerlino, Mr. Brin, Mr. Bianchi and others, alleging,
among other things, fraudulent sale of securities, breach of contract,
fraud and breach of fiduciary duties. Dr. Pearson is seeking, among
other things, actual damages of $600,000, punitive damages, and
attorneys' fees.
The court proceeding is in an early stage and no discovery procedures
have begun. The Company, Infinet, Mr. Nerlino, Mrs. Nerlino and Mr.
11
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Bianchi deny any wrongdoing and intend to vigorously defend their
actions. However, there is no assurance that they will be successful in
their respective defenses. The Company is in the development stage and
has minimal resources so that any substantial settlement or verdict
against the Company, Mr. Nerlino and/or Mr. Bianchi would have a
material adverse effect on the Company.
On August 2, 1996, attorneys for Robert T. Wheeler ("Wheeler ")
notified the Company that a complaint would be filed against it, Mr.
Nerlino and Mrs. Nerlino, among others, in the Superior Court of the
State of Arizona in and for the County of Maricopa, unless Wheeler's
$200,000 equity investment in the Company, plus interest and costs, was
immediately returned. Wheeler is demanding rescission of his investment
based upon an allegation that the Company failed to timely register
Wheeler's securities with the Securities and Exchange Commission.
Settlement negotiations are currently being held between the Company
and Wheeler. However, there is no assurance that this matter will be
satisfactorily resolved without a lawsuit being filed. Although the
Company denies any wrongdoing and, if a lawsuit is filed, it will
vigorously defend against it, there is no assurance that the Company
will be successful in its defense. A verdict against the Company, if a
lawsuit is filed in this matter, would have a material adverse effect
upon the Company.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview:
Effective August 21, 1995, ASH acquired Infinet. For accounting
purposes, the acquisition of Infinet by ASH has been treated as a
recapitalization of Infinet, with Infinet as the acquiror (reverse
acquisition). The historical financial statements prior to August 21,
1995 are those of Infinet. The business of Infinet has historically
been investing and consulting, but in conjunction with its acquisition
by ASH, the Company commenced efforts to publish a variety of nostalgic
sports magazines. Accordingly, the historical operations of Infinet
have been classified as discontinued operations. Although planned
principal operations have commenced, since the Company has not yet
generated any revenues from operations, the Company is still considered
to be in the development stage.
Statements of Operations:
Three Months Ended September 30, 1996 and 1995 -
During the three months ended September 30, 1996, general and
administrative expenses were $81,421, and consisted of office expenses,
legal and accounting fees and travel and entertainment. Consulting fees
of $35,250 consisted of fees to consultants, employees and officers for
services rendered.
During the three months ended September 30, 1995, consulting fees of
$2,000 also consisted of fees to consultants, employees and officers
for services rendered.
During the three months ended September 30, 1996, the Company had a net
loss of $141,647. During the three months ended September 30, 1995, the
Company had a net loss of $99,966.
Nine Months Ended September 30, 1996 and 1995 -
During the nine months ended September 30, 1996, general and
administrative expenses were $386,554, and consisted of office
expenses, legal and accounting fees and travel and entertainment.
Consulting fees of $322,050 consisted of fees to consultants, employees
and officers for services rendered. Promotion expenses of $125,000
consisted of contractual costs relating to the January 1996 NFLA Alumni
Player of the Year Awards Dinner of $100,000 and $25,000 for the
sponsorship of a golf tournament.
During the nine months ended September 30, 1995, consulting fees of
$150,000 consisted of a fee for services rendered by Capital General
Corporation with respect to the Company's terminated acquisition of
Fans Publishing, Inc. and the completed acquisition of Infinet. The
write-off of advances to terminated acquisition of $80,856 and the
write-off of advances to related party of $431,751 consisted of
13
<PAGE>
non-interest bearing advances to Fans Publishing, Inc. made by ASH and
Infinet, respectively, that were determined to be uncollectible and
were charged to operations during the nine months ended September 30,
1995.
During the nine months ended September 30, 1996, the Company had a net
loss of $833,593. During the nine months ended September 30, 1995, the
Company had a net loss of $962,076, consisting of a loss from
continuing operations of $762,573 and a loss from discontinued
operations of $199,503.
Financial Condition - September 30, 1996:
Liquidity and Capital Resources -
The Company will require a minimum of $5,000,000 of operating capital
through December 1997 to implement its business plan of publishing a
variety of nostalgic sports magazines. The Company intends to raise
this operating capital through the sale of its equity securities.
However, there can be no assurances that the Company will be successful
in raising sufficient operating capital on a timely basis, at an
acceptable cost, and under acceptable terms and conditions in order to
implement its business plan. To the extent that the Company is unable
to raise the necessary operating capital, it will not be able to
implement its business plan, and it will have to curtail or cease
operations. In addition, even if the Company does raise sufficient
operating capital through the sale of its equity securities, there can
be no assurances that the net proceeds will be sufficient to enable the
Company to develop its new line of business to a level where it will
generate profits and cash flows from operations.
During the nine months ended September 30, 1996, the Company issued
1,728,750 shares of common stock. Of such amount, 670,000 shares were
issued in conjunction with the NFLA and the Gage agreements and the
acquisition of the Nobles film library and were valued at $167,500,
543,750 shares of common stock were sold for net proceeds of $287,500,
and 515,000 shares of common stock were issued for services rendered to
officers, employees and consultants and were valued at $201,250.
For information regarding threatened and pending litigation in which
the Company is involved, see "Note 6 - LEGAL PROCEEDINGS" of the Notes
to Condensed Consolidated Financial Statements. A substantial
settlement or verdict against the Company in any of these matters would
have a material adverse effect on the Company.
Management of the Company believes that it will be able to sustain
limited operations during the year ended December 31, 1996, with the
cash resources generated by the continuing sale of small amounts of
common stock, and through management's ability to control discretionary
expenditures. Except for the Company's employment agreement with its
President and the contract with Gage, the Company has no fixed
expenses. The Company intends to defer the cash payment of compensation
to officers until such time as the Company has adequate working capital
and/or cash flow. The Company intends to continue to issue shares of
its common stock to officers, employees and consultants for services
rendered to conserve working capital.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description
------ -----------
10.1 Licensing Agreement between American Sports History
Incorporated and the National Football League
Alumni, Inc. dated January 12, 1996, previously
filed as Exhibit 10.1 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended December
31, 1995, and incorporated herein by reference
thereto.
10.2 Purchase Agreement between American Sports History
Incorporated and Vernon Nobles dated February 2,
1996, previously filed as Exhibit 10.2 to the
Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995, and
incorporated herein by reference thereto.
10.3 Licensing Agreement between American Sports History
Incorporated and Gage Marketing Group, LLC dated May
28, 1996, previously filed as Exhibit 10.3 to the
Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995, and
incorporated herein by reference thereto.
27 Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K:
Three Months Ended September 30, 1996 - None
15
<PAGE>
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.
American Sports History Incorporated
------------------------------------
(Registrant)
/s/ VINCENT M. NERLINO
----------------------
Date: November 13, 1996 By: Vincent M. Nerlino
President
(Duly authorized officer and
principal financial officer)
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE COMPANY'S CONDENSED CONSOLIDATED
UNAUDITED FINANCIAL STATEMENTS INCLUDED IN THE
COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,071
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,071
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 182,013
<CURRENT-LIABILITIES> 487,027
<BONDS> 0
0
0
<COMMON> 12,025
<OTHER-SE> (317,039)
<TOTAL-LIABILITY-AND-EQUITY> 182,013
<SALES> 0
<TOTAL-REVENUES> 187
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 176
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (833,593)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (833,593)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
