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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 June 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
- ------------------------------- ----------------------
(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 June 30, 1996, the issuer had 11,894,862 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: 17.
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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 December 31, 1995 and June 30, 1996
Condensed Consolidated Statements of Operations (Unaudited) -
Three Months and Six Months Ended June 30, 1995 and 1996 and
Cumulative from May 1, 1995
Condensed Consolidated Statements of Cash Flows (Unaudited) -
Six Months Ended June 30, 1995 and 1996 and Cumulative from May 1,
1995
Condensed Consolidated Statements of Shareholders' Equity
(Deficiency) -
For the Period January 1, 1995 through June 30, 1996
Notes to Condensed Consolidated Financial Statements (Unaudited) -
Three Months and Six Months Ended June 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
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
----------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSET
Cash $ 1,693 $ 6,626
----------- ---------
TOTAL CURRENT ASSET 1,693 6,626
----------- ---------
OTHER ASSETS
Prepaid royalties (Note 3) 137,500
Film library (Note 3) 30,000
Other assets 8,442 8,442
----------- ---------
TOTAL OTHER ASSETS 175,942 8,442
----------- ---------
$ 177,635 $ 15,068
=========== =========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 195,139 $ 85,839
Due to officer 132,853
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 382,252 142,739
----------- ---------
SHAREHOLDERS' DEFICIENCY (Note 4)
Common stock, $.001 par value; authorized - 25,000,000 shares;
issued and outstanding - 10,296,112 shares at December 31,
1995 and 11,894,862 shares at June 30, 1996 11,895 10,297
Additional paid-in capital 1,098,486 485,084
Accumulated deficit (deficit of $1,230,601 accumulated
since May 1, 1995) (1,314,998) (623,052)
----------- ---------
TOTAL SHAREHOLDERS' DEFICIENCY (204,617) (127,671)
----------- ---------
$ 177,635 $ 15,068
=========== =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED JUNE 30, 1995 AND 1996
<TABLE>
<CAPTION>
1995 1996
----------- ------------
<S> <C> <C>
REVENUE
Interest $ $ 69
----------- ------------
EXPENSES
General and administrative 104,477
Consulting fees 150,000 33,300
Write-off of advances to terminated acquisition 80,856
Write-off of advances to related party 431,751
----------- ------------
TOTAL EXPENSES 662,607 137,777
----------- ------------
LOSS FROM CONTINUING OPERATIONS (662,607) (137,708)
LOSS FROM DISCONTINUED OPERATIONS, (249,063)
----------- ------------
NET LOSS $ (911,670) $ (137,708)
=========== ============
NET LOSS PER COMMON SHARE
Loss from continuing operations $ (.11) $ (.01)
Loss from discontinued operations (.04)
----------- ------------
Net loss $ (.15) $ (.01)
=========== ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Note 1) 6,000,000 11,890,000
=========== ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1995 AND 1996
AND CUMULATIVE FROM MAY 1, 1995
<TABLE>
<CAPTION>
Cumulative
from
May 1,
1995 1996 1995
---------- ----------- -----------
<S> <C> <C> <C>
REVENUE
Interest $ $ 163 $ 425
---------- ----------- -----------
EXPENSES
General and administrative 306,133 612,194
Promotion (Note 3) 100,000 100,000
Consulting fees 150,000 285,800 437,800
Write-off of advances to terminated acquisition 80,856 80,856
Write-off of advances to related party 431,751
Interest 176 176
---------- ----------- -----------
TOTAL EXPENSES 662,607 692,109 1,231,026
---------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS (662,607) (691,946) (1,230,601)
LOSS FROM DISCONTINUED OPERATIONS (199,502)
---------- ----------- -----------
NET LOSS $ (862,109) $ (691,946) $(1,230,601)
========== =========== ===========
NET LOSS PER COMMON SHARE
Loss from continuing operations $ (.11) $ (.06)
Loss from discontinued operations (.03)
---------- -----------
Net loss $ (.14) $ (.06)
========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Note 1) 6,000,000 11,890,000
========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY) (UNAUDITED)
YEAR ENDED DECEMBER 31, 1995 AND SIX MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Retained
Average Common Stock Earnings
Price ---------------------- Additional (Accumulated
Dates Per Share Shares Amount Paid-in Capital Deficit) Total
----------- --------- ---------- -------- --------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1994 5,000,000 $ 5,000 $ (4,000) $ 546,856 $ 547,855
Shares issued to pre-merger
shareholders 1,000,000 1,000 4,000 5,000
Sale of common stock 6/95 $ .34 410,912 411 139,545 139,956
Shares issued for services 7/95-9/95 $ .02 3,192,500 3,193 50,732 53,925
Sale of common stock 7/95-9/95 $ .50 125,000 125 62,375 62,500
Shares issued for services 10/95-12/95 $ .38 440,000 440 168,560 169,000
Sale of common stock 10/95-12/95 $ .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 $ .44 390,000 390 169,610 170,000
Shares issued for assets 1/96-3/96 $ .25 420,000 420 104,580 105,000
Sale of common stock 1/96-3/96 $ .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 $ .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)
========== ======= =========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1995 AND 1996
AND CUMULATIVE FROM MAY 1, 1995
<TABLE>
<CAPTION>
Cumulative
from
May 1,
1995 1996 1995
--------- --------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from continuing operations $(662,607) $(691,946) $(1,230,601)
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 170,000 392,925
Changes in operating assets and liabilities:
(Increase) decrease in -
Other assets (5,000)
Increase (decrease) in -
Reserve for advances with respect to
terminated acquisition 1,056
Accounts payable and accrued expenses 75,000 109,300 145,300
Due to officer 106,000 106,000
--------- --------- -----------
Net cash used in continuing operations (154,800) (306,646) (591,376)
Net cash provided by discontinued operations (7,613)
--------- --------- -----------
Net cash provided by (used in) operating activities (162,413) (306,646) (591,376)
--------- --------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from officer 26,853 26,853
Sale of common stock, net of costs 139,956 277,500 543,956
Liability from sales of common stock
subsequently rescinded 24,900 (2,640) 22,260
--------- --------- -----------
Net cash provided by financing activities 164,856 301,713 593,069
--------- --------- -----------
NET INCREASE (DECREASE) IN CASH 2,443 (4,933) 1,693
CASH, Beginning of period 6,600 6,626
--------- --------- -----------
CASH, End of period $ 9,043 $ 1,693 $ 1,693
========= ========= ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1995 AND 1996
AND CUMULATIVE FROM MAY 1, 1995
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization - The Company was organized on August 9, 1990 as National
Logistics, Inc. National Logistics, Inc. changed its name to Fans Holdings, 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.
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 June 30, 1996, the results of
operations for the three months and six months ended June 30, 1995 and 1996 and
cumulative from May 1, 1995, and the changes in cash flows for the six months
ended June 30, 1995 and 1996 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.
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
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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 six months ended June
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 consideration 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 six months ended June 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 six months ended June 30, 1995. Net loss per common share for the three
months and six months ended June 30, 1996 is calculated based on the weighted
average number of common shares outstanding.
2. 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 six months ended June 30, 1996, the Company incurred a net loss of $691,946,
resulting in an accumulated deficit of $1,314,998 and a shareholders' deficiency
of $204,617 at June 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 flows from
operations.
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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.
3. 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 the 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 shares, 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
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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 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.
4. ISSUANCE OF COMMON STOCK
During the six months ended June 30, 1996, the Company issued 1,335,000
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, 538,750 shares of common stock
were sold for net proceeds of $277,500, and 390,000 shares of common stock were
issued for services rendered to officers, employees and consultants and were
valued at $170,000.
5. 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 B. 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.
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Nerlino and Mr. 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.
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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 June 30, 1995 and 1996 -
During the three months ended June 30, 1996, general and administrative
expenses were $104,477, and consisted of office expenses, legal and accounting
fees and travel and entertainment. Consulting fees of $33,300 consisted of fees
to consultants, employees and officers for services rendered.
During the three months ended June 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 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 three months ended June 30, 1995.
During the three months ended June 30, 1996, the Company had a net loss of
$137,708. During the three months ended June 30, 1995, the Company had a net
loss of $911,670, consisting of a loss from continuing operations of $662,607
and a loss from discontinued operations of $249,063.
Six Months Ended June 30, 1995 and 1996 -
During the six months ended June 30, 1996, general and administrative
expenses were $306,133, and consisted of office expenses, legal and accounting
fees and travel and entertainment. Consulting fees of $285,800 consisted of fees
to consultants, employees and officers for services rendered. Promotion expenses
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of $100,000 consisted of the contractual costs relating to the January 1996 NFLA
Alumni Player of the Year Awards Dinner.
During the six months ended June 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 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 six months ended June 30, 1995.
During the six months ended June 30, 1996, the Company had a net loss of
$691,946. During the six months ended June 30, 1995, the Company had a net loss
of $862,109, consisting of a loss from continuing operations of $662,607 and a
loss from discontinued operations of $199,502.
Financial Condition - June 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 six months ended June 30, 1996, the Company issued 1,335,000
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, 538,750 shares of common stock
were sold for net proceeds of $277,500, and 390,000 shares of common stock were
issued for services rendered to officers, employees and consultants and were
valued at $170,000.
For information regarding threatened and pending litigation in which the
Company is involved, see "NOTE 5. LEGAL PROCEEDINGS" of the Notes to Condensed
Consolidated Financial Statements. A
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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 ending 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.
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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 June 30, 1996 - None
16
<PAGE> 17
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: September 16, 1996 By: _______________________________
Vincent M. Nerlino
President
(Duly authorized officer and
principal financial officer)
17
<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 JUNE
30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,693
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,693
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 177,635
<CURRENT-LIABILITIES> 382,252
<BONDS> 0
0
0
<COMMON> 11,895
<OTHER-SE> (216,512)
<TOTAL-LIABILITY-AND-EQUITY> 177,635
<SALES> 0
<TOTAL-REVENUES> 163
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 176
<INCOME-PRETAX> (691,946)
<INCOME-TAX> 0
<INCOME-CONTINUING> (691,946)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (691,946)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> 0
</TABLE>
