<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 1995
----------------
AMERICAN SPORTS HISTORY INCORPORATED
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(Exact name of registrant as specified in its charter)
Nevada 33-55254-46 87-0485307
- ---------------- ------------------- ------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
18-1 Heritage Drive, Chatham, New Jersey 07928
- ----------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 635-0665
-----------------------
Fans Holdings, Inc.
5635 North Scottsdale Road, Suite A-150
Scottsdale, Arizona 85250
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(Former name or former address, if changed since last report.)
Total sequentially numbered pages in this document: 13.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
a. Financial Statements of Businesses Acquired:
Infinet, Inc. --
Report of Independent Public Accountants --
J.H. Cohn & Company
Balance Sheets --
July 31, 1995 and 1994
Statements of Operations and Retained Earnings
(Accumulated Deficit) --
Years Ended July 31, 1995 and 1994
Statements of Cash Flows --
Years Ended July 31, 1995 and 1994
Notes to Financial Statements
b. Pro Forma Financial Information:
As American Sports History Incorporated was a development stage
company from August 9, 1990 (inception) through June 30, 1995, and had no
operations, pro forma financial information is not presented.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN SPORTS HISTORY INCORPORATED
-------------------------------------
(Registrant)
Date: July 18, 1996 By: /s/ VINCENT M. NERLINO
----------------------------------
Vincent M. Nerlino
President
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[J. H. COHN & COMPANY LETTERHEAD]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholder
Infinet, Inc.
We have audited the accompanying balance sheets of INFINET, INC. as of
July 31, 1995 and 1994, and the related statements of operations and retained
earnings (accumulated deficit) and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Infinet, Inc. as of July 31,
1995 and 1994, and its results of operations and cash flows for the years then
ended, in conformity with generally accepted accounting principles.
As described in Note 2 to the financial statements, the Company changed its
method of valuing marketable equity securities in 1995.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company incurred a net loss of $276,189 for the year
ended July 31, 1995 and, as of that date, it had a stockholder's deficiency of
$53,885. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans regarding these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ J.H. COHN & COMPANY
------------------------------
J.H. Cohn & Company
Roseland, New Jersey
November 6, 1995
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INFINET, INC.
BALANCE SHEETS
JULY 31, 1995 AND 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
------ ---- ----
<S> <C> <C>
Cash $ 9,043 $ 20,025
Investments in marketable equity securities 300,319 209,749
Furniture and equipment, at cost, less
accumulated depreciation of $11,765
and $7,639 24,639 28,767
Advances to related parties 270,321
Deferred tax assets 40,000
Other assets 6,433 3,442
-------- --------
Totals $380,434 $532,304
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
- -------------------------------------------------
Liabilities:
Note payable $150,000 $150,000
Income taxes payable 72,000 142,000
Accrued expenses and other liabilities 212,319 18,000
-------- --------
Total liabilities 434,319 310,000
-------- --------
Stockholder's equity (deficiency):
Common stock, no par value; 1,500 shares
authorized; 1,000 shares issued and
outstanding, at stated value 1,000 1,000
Retained earnings (accumulated deficit) (54,885) 221,304
-------- --------
Total stockholder's equity (deficiency) (53,885) 222,304
-------- --------
Totals $380,434 $532,304
======== ========
</TABLE>
See Notes to Financial Statements.
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INFINET, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (ACCUMULATED DEFICIT)
YEARS ENDED JULY 31, 1995 AND 1994
<TABLE>
<CAPTION>
OPERATIONS 1995 1994
---------- ---- ----
<S> <C> <C>
Revenues:
Net realized and unrealized gains (losses)
from marketable equity securities $(249,917) $354,694
Consulting fees 257,000 31,250
Other 7,844 13,333
--------- --------
Totals 14,927 399,277
--------- --------
Expenses:
General and administrative 307,998 40,561
Interest 22,667
Nonrecurring item - write-off of advances
to related party 431,751
--------- --------
Totals 762,416 40,561
--------- --------
Income (loss) before income taxes (747,489) 358,716
Provision (credit) for income taxes (254,500) 142,000
--------- --------
Income (loss) before cumulative effect of
change in accounting method (492,989) 216,716
Cumulative effect of change in accounting
method, net of deferred income taxes
of $144,500 (216,800)
--------- --------
Net income (loss) (276,189) 216,716
RETAINED EARNINGS (ACCUMULATED DEFICIT)
---------------------------------------
Balance, beginning of year 221,304 4,588
--------- --------
Balance, end of year $ (54,885) $221,304
========= ========
</TABLE>
See Notes to Financial Statements.
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INFINET, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED JULY 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Operating activities:
Net income (loss) $(276,189) $ 216,716
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Marketable equity securities received for
services performed (138,500)
Income from services performed in lieu of
repayment of outstanding liabilities (100,000)
Depreciation 4,128 4,779
Write-off of advances to related party 431,751
Deferred income taxes (40,000)
Cumulative effect of change in method of
valuing marketable equity securities (216,800)
Changes in operating assets and liabilities:
Marketable equity securities 159,730 (163,106)
Other assets (2,991) (3,442)
Income taxes payable (70,000) 138,592
Accrued expenses and other liabilities 194,319 18,000
--------- ---------
Net cash provided by (used in)
operating activities (54,552) 211,539
--------- ---------
Investing activities:
Advances to related parties (196,646) (547,690)
Repayment of advances from related parties 35,216 209,000
Purchases of furniture and equipment (5,000)
--------- ---------
Net cash used in investing activities (161,430) (343,690)
--------- ---------
Financing activities - proceeds from
issuances of notes 205,000 150,000
--------- ---------
Net increase (decrease) in cash (10,982) 17,849
Cash, beginning of year 20,025 2,176
--------- ---------
Cash, end of year $ 9,043 $ 20,025
========= =========
Supplemental disclosure of cash flow data:
Income taxes paid $ 7,025
=========
Interest paid $ 5,000
=========
</TABLE>
Supplemental schedule of noncash investing and financing activities:
During 1995, the Company transferred marketable equity securities with
a market value of approximately $105,000 and a carrying value of
$234,375 to a creditor as repayment of outstanding liabilities of $105,000.
See Notes to Financial Statements.
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INFINET, INC.
NOTES TO FINANCIAL STATEMENTS
Note 1 - Business activities:
The operations of Infinet, Inc. (the "Company") have been comprised
primarily of the provision of consulting services, including services
whereby it has assisted clients in enhancing the recognition of their
business activities by brokers, dealers, financial analysts and
others in the investment banking and financial communities, primarily
for purposes of enabling those clients to increase the value of their
businesses and raise capital. In addition, the Company has engaged in
a variety of investment transactions for its own account, including
buying, holding and selling marketable equity securities and
providing loans to related parties.
Management plans to have the Company focus its activities on new
operations primarily comprised of developing, publishing and
distributing a variety of nostalgic sports magazines and marketing an
array of memorabilia products through affiliations with major sports
organizations. Management is also considering the development by the
Company of an entertainment division that would produce audio and
video tapes on sports celebrities of the past and a retail division
that would market fashion and decorative accessory products that
emphasize sports and its history.
Note 2 - Summary of significant accounting policies:
Basis of presentation:
The Company incurred a net loss of $276,189 for the year ended July
31, 1995 and, as of that date, had a stockholder's deficiency of
$53,885. Effective August 21, 1995, the Company transferred
substantially all of its assets and certain of its liabilities, the
net carrying value of which was approximately $119,000 as of July
31, 1995, to its sole stockholder thereby reducing outstanding
accrued liabilities to the stockholder by the same amount (see Note
8). Accordingly, management believes the Company will need
additional financing to continue to operate as a going concern and
fund the development of the new planned operations described in
Note 1.
To obtain such additional financing, management is planning the
private placement by the Company of 4,000,000 units at $.50 per
unit, with each unit comprised of one share of common stock and one
redeemable warrant for the purchase of one share of common stock at
$.75 per share. If all of the units are sold, management estimates
that the Company would receive proceeds, net of commissions and
expenses, of approximately $1,740,000. However, as of November 6,
1995, the Company had not obtained a firm commitment for the sale
of any units, and there is no assurance that any of the units will
be sold.
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INFINET, INC.
NOTES TO FINANCIAL STATEMENTS
Note 2 - Summary of significant accounting policies (continued):
Basis of presentation (concluded):
In addition, even if all of the units are sold, there is no
assurance that the estimated net proceeds will be sufficient to
enable the Company to develop any or all of its proposed new lines
of business to a point where it will be generating profits and
cash flows from operations. Management intends to use any funds
obtained from the private placement initially for the development
of the sports publishing and memorabilia marketing operations. If
additional funds are needed to sustain those operations or develop
other planned activities, management would attempt to generate such
funds through another private placement of equity securities during
the three months ending September 30, 1996.
The accompanying financial statements have been prepared on a going
concern basis, which contemplates continuity of operations,
realization of assets and liquidation of liabilities in the
ordinary course of business. If it is unable to complete the
private placement (or obtain financing through other means) and
generate profitable operations and cash flows from operations, the
Company may be unable to continue as a going concern. The
accompanying financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going
concern.
Investments in marketable equity securities:
Effective August 1, 1994, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities," ("SFAS
115"). Generally, the Company acquires marketable equity securities
with the objective of generating profits based on short-term price
differences and holds such investments for relatively short periods
of time. Pursuant to SFAS 115, marketable equity securities
acquired for the purpose of generating short-term profits are
required to be classified as "trading securities" and carried at
"fair" value at each reporting date. Unrealized gains and losses
resulting from the valuation at fair value of trading securities
are included in results of operations.
The Company determines fair value based on the last quoted sales
price, or the last quoted bid price when no sale occurs on the
valuation date. If such quotes are not available, management
determines fair value by taking into consideration, among other
things, recent trading activity, if any, in the issue, available
market prices on comparable marketable securities and the financial
condition and operating results of the issuer.
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INFINET, INC.
NOTES TO FINANCIAL STATEMENTS
Note 2 - Summary of significant accounting policies (concluded):
Investments in marketable equity securities (concluded):
Securities transactions are recorded on the trade date. Net
realized gain or loss on sales of securities is generally
determined on a first-in, first-out basis.
Prior to the adoption of SFAS 115, investments in marketable equity
securities were carried at the lower of cost or market value. The
cumulative effect of adopting SFAS 115 as of August 1, 1994 and
recognizing net unrealized gains on trading securities, net of
related deferred tax liabilities, as of that date was $216,800, the
benefit of which is shown separately in the Company's 1995
statement of operations. The financial statements as of and for the
year ended July 31, 1994 have not been restated.
Furniture and equipment:
Furniture and equipment are carried at cost, less accumulated
depreciation. Depreciation is provided using accelerated methods
over the estimated useful lives of the assets which range from five
to seven years.
Statement of cash flows:
The Company considers equity investments as operating assets for
statement of cash flows purposes.
Accounting for income taxes:
Effective August 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes," ("SFAS 109") which utilizes an asset and liability approach
to financial accounting and reporting for income taxes. Under this
approach, deferred income tax assets and liabilities are computed
annually for temporary differences between the financial statement
and tax bases of assets and liabilities that will result in taxable
or deductible amounts in the future based on enacted tax laws and
rates applicable to the periods in which the temporary differences
are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the
amount expected to be realized. The income tax provision or credit
is the tax payable or refundable for the period plus or minus the
change during the period in deferred tax assets and liabilities.
The adoption of SFAS 109 has been applied prospectively. The
cumulative effect of the change in the method of accounting for
income taxes on years prior to 1993 was immaterial.
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INFINET, INC.
NOTES TO FINANCIAL STATEMENTS
Note 3 - Cash:
The Company maintains cash deposits with banks and brokers. At times,
such deposits exceed applicable insurance limits. The Company reduces
its exposure to credit risk by maintaining such deposits with high
quality financial institutions.
Note 4 - Transactions and balances with related parties:
Advances to related parties as of July 31, 1994 consisted of the
following:
Noninterest bearing advances (A) $254,605
Other (B) 15,716
--------
Total $270,321
========
(A) The advances were part of total advances of $431,751 that
were made to a publisher of nostalgic sports magazines
through July 1995 to finance its operations. The husband of
the sole stockholder of the Company was the president of the
publishing company. During 1995, management of the Company
determined that the publisher would not be able to repay
the advances and the Company wrote off the receivable.
(B) Repaid during 1995.
Note 5 - Accrued expenses and other liabilities:
Accrued expenses and other liabilities consist of the following:
1995 1994
---- ----
Accrued compensation $118,980
Accrued professional fees 25,000
Accrued interest 17,500
Advances 25,000 $18,000
Other accrued expenses 25,839
-------- -------
Totals $212,319 $18,000
======== =======
Note 6 - Note payable:
The unsecured note payable of $150,000 outstanding at July 31, 1995
bears interest at 10% per annum. The note, which was originally
payable on May 24, 1995, was assumed by the Company's stockholder in
connection with the distribution described in Note 8.
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INFINET, INC.
NOTES TO FINANCIAL STATEMENTS
Note 7 - Income taxes:
The provision (credit) for income taxes on income (loss) before
cumulative effect of change in accounting method is comprised of the
following:
1995 1994
---- ----
Current:
Federal $ (70,000) $110,000
State 32,000
--------- --------
Totals (70,000) 142,000
--------- --------
Deferred:
Federal (152,000)
State (32,500)
---------
Total (184,500)
--------- --------
Totals $(254,500) $142,000
========= ========
A reconciliation of the expected Federal income tax (computed based
on the application of Federal statutory income tax rates to income
(loss) before income taxes and the cumulative effect of the change in
accounting method) to the actual provision (credit) for income tax
follows:
1995 1994
--------------------- ------------------
Amount Percent Amount Percent
--------- ------- -------- -------
Federal income tax
at statutory rates $(254,000) (34.0)% $122,000 34.0%
Increase (decrease)
in tax resulting
from:
State income taxes,
net of Federal
benefit (21,500) (2.9) 20,000 5.6
Deferred tax
valuation
allowance 21,000 2.8
--------- ----- -------- -----
Totals $(254,500) (34.1)% $142,000 39.6%
========= ===== ======== =====
Net deferred tax assets consisted of the following as of July 31,
1995:
Deferred tax assets $ 61,000
Valuation allowance (21,000)
--------
Total $ 40,000
========
Net deferred tax assets at July 31, 1995 reflect the deferred credit
for income taxes on income before the cumulative effect of the change
in accounting method of $184,500 less the deferred provision
attributable to such cumulative effect of $144,500 in 1995.
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INFINET, INC.
NOTES TO FINANCIAL STATEMENTS
Note 7 - Income taxes (concluded):
Deferred tax assets are the result of the effects of an officer's
compensation arrangement and the valuation of marketable securities.
Note 8 - Subsequent events:
Effective August 21, 1995, the Company transferred its cash,
investments and furniture and fixtures and its note payable and
certain other liabilities, the net carrying value of which was
approximately $119,000 as of July 31, 1995, to its sole stockholder
thereby reducing outstanding accrued liabilities to the stockholder
by the same amount.
Also effective August 21, 1995, the sole stockholder transferred all
of the outstanding common stock of the Company to American Sports
History, Inc. ("ASPH"), in exchange for the issuance to her husband
of 5,000,000 common shares of ASPH (or 83.3% of the total shares of
ASPH outstanding after such issuance). ASPH is a publicly-held,
development stage enterprise that also has limited resources. ASPH
will be merged into the Company, and it is expected that the exchange
of shares and merger will be accounted for as a "reverse acquisition"
in which the Company will be considered to be the acquiror for
financial reporting purposes.
Management intends to change the year end of the combined companies
to December 31 commencing with the period ending December 31, 1995.
* * *
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