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 March 31, 1997
( ) 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
----------------------------------------------------------------
(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
-----------------------------------------------
(Address of principal executive offices)
(201) 635-0665
----------------------------------------------
Issuer's telephone number, including area code
Not applicable
-------------------------------------
(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 March 31, 1997, the issuer had 13,958,262 shares of its common stock
issued and outstanding or to be issued.
Transitional Small Business Disclosure Format: Yes ( ) No ( X )
Total sequentially number pages in this document: 13
1
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)-
As of March 31, 1997 and December 31, 1996 ............... 3
Condensed Consolidated Statements of Operation
(Unaudited)- Three Months Ended March 31, 1997 and
1996 and Cumulative from May 1, 1995 ..................... 4
Condensed Consolidated Statements of Cash Flows
(Unaudited)- Three Months Ended March 31, 1997 and
1996 and Cumulative from May 1, 1995 ..................... 5
Condensed Consolidated Statements of Stockholders'
Deficit (Unaudited)- For the period January 1, 1996
through March 31, 1997 ................................... 6
Notes to Condensed Consolidated Financial
Statements (Unaudited)- Three Months Ended March
31,1997 and 1996 and Cumulative from May 1, 1995 ......... 7
Item 2. Management's Discussion and Analysis or Plan of Operation ..... 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K .............................. 12
SIGNATURES ............................................................. 13
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
March 31, December 31,
1997 1996
---------- ---------
ASSETS
Current Assets:
Cash $8 $8
Prepaid Taxes 3,442 3,442
---------- ----------
Total Current Assets 3,450 3,450
Other Assets:
Deposit (Note 4) 30,000 30,000
Trade Name 5,000 5,000
---------- ----------
Total Other Assets 35,000 35,000
---------- ----------
TOTAL ASSETS $38,450 $38,450
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable and Accrued expenses $294,656 $298,839
Due to Officer 219,669 166,669
Loan from Stockholder (Note 3) 60,903 50,260
Notes Payable (Note 3) 23,400 23,400
Liability from Sale of Common Stock
subsequently rescinded 22,260 22,260
Income Taxes Payable resulting from
Discontinued Operations 32,000 32,000
---------- ----------
Total Current Liabilities 652,888 593,428
Stockholders' Deficit (Notes 2 and 6)
Common Stock $.001 par value;
authorized 25,000,000 shares issued
and outstanding-13,958,262 shares at
March 31, 1997 and December 31, 1996
respectively 13,958 13,958
Additional Paid-In Capital 1,216,514 1,216,514
Deficit (Deficit of $1,760,513 accumulated
since May 1, 1995) (1,844,910) (1,785,450)
---------- ----------
Total Stockholder's Deficit (614,438) (554,978)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $38,450 $38,450
========== ==========
See Notes To Condensed Consolidated Financial Statements.
3
<PAGE>
AMERICAN SPORTS HISTORY AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
AND CUMULATIVE FROM MAY 1, 1995
Cumulative
from
1997 1996 May 1, 1995
---------- ---------- -----------
REVENUES
Interest $94 $468
---------- ---------- -----------
EXPENSES
General and Administrative 59,460 201,832 1,220,650
Consulting and promotion fees 352,500 459,475
Write-off of advances for
terminated acquisition 80,856
---------- ---------- -----------
Total Expenses 59,460 554,332 1,760,981
========== ========== ===========
---------- ---------- -----------
NET LOSS ($59,460) ($554,238) ($1,760,513)
========== ========== ===========
---------- ----------
NET LOSS PER COMMON SHARE ($0.004) ($0.050)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 13,958,262 10,970,000
========== ==========
See Notes To Condensed Consolidated Financial Statements.
4
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
AND CUMULATIVE FROM MAY 1, 1995
<TABLE>
<CAPTION>
Cumulative
from May 1,
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from continuing operations ($59,460) ($554,238) ($1,760,513)
Adjustments to reconcile loss from operations
to net cash provided by (used in) operating
activities:
Write-off of Prepaid Royalty 137,500
Shares of common stock issued for services 170,000 483,008
Changes in operating assets and liabilities:
Other assets (5,000)
Due to Officer 53,000 53,000 219,669
Increase (Decrease) in Accounts payable
and accrued expenses (4,183) 67,500 244,817
----------- ----------- -----------
Net cash used in operating activities (10,643) (263,738) (680,519)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes 23,400
Loan from stockholder 10,643 153 60,903
Sale of common stock 260,000 573,964
Liability from sales of common stock rescinded (2,640) 22,260
----------- ----------- -----------
Net cash provided by financing activities 10,643 257,513 680,527
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 0 (6,225) 8
CASH-Beginning of period 8 6,626
----------- ----------- -----------
CASH-End of period $8 $401 $8
=========== =========== ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED)
YEAR ENDED DECEMBER 31, 1996 AND THREE MONTHS ENDED MARCH 31, 1997
<TABLE>
<CAPTION>
Average Additional
Price Common Stock Capital Accumulated
Dates Per Share Shares Amount Paid-in Deficit
---------- --------- ------------ ------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1995 10,296,112 $10,297 $485,084 ($623,052)
Shares issued for services 1/96-12/96 $0.11 2,428,400 2,428 257,655
Shares issued for assets 1/96-6/96 $0.25 670,000 670 166,830
Sale of common stock 1/96-12/96 $0.55 563,750 563 306,945
Net loss for the year ended
December 31, 1996 (1,162,398)
---------- ------- ---------- -----------
BALANCE, December 31, 1996 13,958,262 13,958 1,216,514 (1,785,450)
Net loss for the three month ended
March 31, 1997 (59,460)
---------- ------- ---------- -----------
BALANCE, March 31, 1997 13,958,262 $13,958 $1,216,514 ($1,844,910)
========== ======= ========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 30, 1997 AND 1996
AND CUMULATIVE FROM MAY 1, 1995
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization- The Company was incorporated in the State of Nevada 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. ("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 acquirer (reverse acquisition). ASH had no assets or
operations prior to May 1995. The historical financial statements prior
to August 21, 1995 were 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 were classified as discontinued
operations. Although planned principal operations have commenced, since
the Company has not 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.
Net Loss per Common Share- In August 1995, the Company 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. Net
loss per common share for the three months ended March 31,1997, is
calculated based on the weighted average number of common shares
outstanding.
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 March 31, 1997, the
results of operations for the three months ended March 31, 1997 and 1996
and cumulative from May 1, 1995, and the changes in cash flows for the
three months ended March 31, 1997 and 1996 and cumulative from May 1,
1995. These adjustments are of a normal recurring nature. The
consolidated balance sheet as of December 31, 1996 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
7
<PAGE>
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 year ended December
31, 1996, as filed with the Securities and Exchange Commission.
The results of operations for the three months ended March 31, 1997 are
not necessarily indicative of the results of operations to be expected
for the full year ending December 31, 1997.
2. GOING CONCERN
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
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.
The Company incurred a net loss of $1,162,398 for the year ended December
31, 1996, resulting in an accumulated deficit of $1,785,450 and a
stockholders' deficit of $554,978 at December 31, 1996. For the three
months ended March 31, 1997, the Company incurred a net loss of $59,460
resulting in a stockholders' deficit of $614,438 at March 31, 1997.
Management of the Company has a business plan summarizing its strategy
through December 1998. Under this plan, approximately $5,000,000 will be
required through December 1998, to pay off current debt and fund the
start up of its sports magazine. The Company is currently negotiating
with several independent parties regarding certain potential contracts
that will help achieve the promotion of its magazine. The intention is to
raise capital through the sale of its equity securities and/or to seek
outside private sources of financing. There can be no assurances that the
Company will be successful in its attempts to raise sufficient capital
essential to its survival. To the extent the Company is unable to raise
the necessary operating capital, it will not be able to implement its
business plan, and it will become necessary to curtail or cease
operations. Additionally, even if the Company does raise sufficient
operating capital, there can be no assurances that the net proceeds will
be sufficient enough to enable it to develop its business to a level
where it will generate profits and cash flows from operations.
3. TRANSACTIONS WITH RELATED PARTIES
LOAN FROM STOCKHOLDER/NOTES PAYABLE- Loan from stockholder reflects
advances made to and expenses paid on behalf of the Company by a
stockholder related to the Chief Executive Officer of the Company.
Proceeds from issuance of notes represents direct loans made to the
Company by stockholders. The loans and notes are due on demand. The notes
8
<PAGE>
bear interest at 10% per annum. Interest expense for the three month
period ended March 31, 1997 was $585.
4. ACQUISITION OF OTHER ASSETS
Deposits- On January 30, 1996, the Company issued 120,000 shares of its
restricted common stock for the acquisition of 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).
As stipulated in the contract, 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 were not sufficient to generate $600,000 of proceeds to
the seller. The Company valued the 120,000 shares of common stock issued
at estimated fair value of $.25 per share, and recorded the aggregate
value of such shares of $30,000 as a deposit for the film library during
the year ended December 31, 1996. As of March 31, 1997, no additional
shares of stock were issued.
The Company is currently negotiating a revision of the original contract
terms with the owner of the film library. No conclusion has yet been
reached.
5. COMMITMENTS AND CONTINGENCIES
Legal Proceedings- On June 30, 1996 a default judgment was entered
against Infinet Inc., the wholly-owned subsidiary of American Sports
History Inc. and certain of the Company's principal stockholders by a
former affiliated party of Infinet Inc., alleging breach of contractual
commitments and other matters. Legal counsel for the Company has advised
management that this matter is in the process of being settled for a
nominal amount.
On August 2, 1996, the Company became a defendant in a case involving one
of its current stockholders. The plaintiff is seeking a refund of
approximately $200,000, the original amount invested in the Company's
common stock. Management and legal counsel for the Company believe the
allegations brought by the plaintiff have no merit. The Company is
attempting to settle the case out of court.
6. COMMON STOCK
On May 15, 1997, the Board of Directors of the Company authorized a 1 for
10 reverse stock split upon unanimous approval by its stockholders. As of
that date, the total number of common shares issued and outstanding was
reduced from 13,958,262 (no stock was issued by the Company between
December 31, 1996 and May 15, 1997) to 1,395,826, and related par value
was increased to .01 cents per common share from .001 cents per common
share.
9
<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 was treated as a recapitalization of
Infinet, with Infinet as the acquirer (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. 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 stages.
Statements of Operations:
Three Months Ended March 31, 1997 and 1996-
For the three month period ended March 31, 1997, general and
administrative expenses were $59,460 and consisted primarily of the accrual of
the Company's Chief Executive Officer's salary and related benefits.
For the three month period ended March 31,1996, general and
administrative expenses of $201,832 consisted of office expenses, legal and
accounting fees and travel and entertainment. Consulting fees and Promotional
expenses of $352,500 consisted of fees to consultants, employees and officers
for services rendered as well as certain contractual commitments.
During the three months ended March 31, 1997 and 1996, the Company had
net losses of $59,460 and $554,238, respectively. Interest expense for the three
month periods ended March 31, 1977 and 1996 respectively, was $585 and $176.
Financial Condition-March 31,1997:
Liquidity and Capital Resources-
Management of the Company has a business plan summarizing its strategy
through December 1998. Under this plan, approximately $5,000,000 will be
required to pay off current debt and fund the start up of its sports magazine.
The Company is currently negotiating with several independent parties regarding
certain contracts that will help achieve the promotion of its magazine. The
intention is to raise capital through the sale of its equity securities and/or
to seek outside private sources of financing. There can be no assurances that
the Company will be successful in its attempts to raise the necessary capital
essential to its survival. To the extent the Company is unable to raise the
necessary operating capital, it will not be able to implement its business plan,
and it will become necessary to curtail or cease operations. Additionally, even
if the Company does raise sufficient operating capital, there can be no
assurances that the net proceeds will be sufficient enough to enable it to
develop its business to a level where it will generate profits and cash flows
from operations.
Management of the Company believes that it will be able to sustain
limited operations during the year ending December 31, 1997, with the cash
resources generated by the continuing sale of small amounts of common stock, and
10
<PAGE>
through management's ability to control discretionary expenditures. Except for
the Company's employment agreement with its Chief Executive Officer, the Company
has no other fixed expenses. The Company intends to defer the cash payment of
compensation to the officer until such time as the Company has adequate working
capital and/or cash flow. To the extent possible, the Company intends to
continue to issue shares of its common stock to its officer and consultants for
services rendered, in order to conserve working capital.
11
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description
------- ------------
10.1 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.
27 Financial Data Schedule (electronic filing only)
(b) Reports of Form 8-K
Three Months Ended March 31, 1997-None
12
<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)
Date: January 16, 1998 By: /s/ VINCENT M. NERLINO
--------------------------
Vincent M. Nerlino
President, CEO
(Duly authorized officer and
principal financial officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S
QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 8
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,450
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 38,450
<CURRENT-LIABILITIES> 652,888
<BONDS> 0
0
0
<COMMON> 13,958
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 38,450
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 585
<INCOME-PRETAX> (59,460)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (59,460)
<EPS-PRIMARY> (.004)
<EPS-DILUTED> (.004)
</TABLE>
