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 30,1998
( X ) 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)
(973) 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 ( ) No ( X )
As of June 30, 1998, the issuer had 7,083,826 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: 14
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Page
Condensed Consolidated Balance Sheets (Unaudited)-
As of June 30, 1998 and (Audited) December 31, 1997 ....... 3
Condensed Consolidated Statements of Operations
(Unaudited)- Three Months and Six Months Ended June
30, 1998 and 1997 and Cumulative from May 1, 1995 ......... 4-5
Condensed Consolidated Statements of Cash Flows
(Unaudited)- Six Months Ended June 30, 1998 and
1997 and Cumulative from May 1, 1995 ...................... 6
Condensed Consolidated Statement of Stockholders'
Deficit (Unaudited) For the period January 1,1998
through June 30, 1998 ..................................... 7
Notes to Condensed Consolidated Financial
Statements (Unaudited)- Three Months and Six Months
Ended June 30,1998 and 1997 and Cumulative from May
1, 1995 ................................................... 8
Item 2. Management's Discussion and Analysis or Plan of Operation ...... 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................... 15
SIGNATURES .............................................................. 16
2
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ITEM 1. FINANCIAL STATEMENTS
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED) (AUDITED)
June 30.1998 December 31,1997
ASSETS -------------- -----------------
Current Assets:
Cash $17,004 $7
----------------------------------
Total Current Assets 17,004 7
Other Assets:
Deposit (Note 4) 30,000 30,000
Trade Name 5,000 5,000
Deferred Charges 4,248
----------------------------------
Total Other Assets 39,248 35,000
----------------------------------
TOTAL ASSETS $56,252 $35,007
==================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable and Accrued expenses $300,369 $296,055
Due to Officer 413,417 324,299
Liability from Settlement of Lawsuit
(Note 5) 100,000 122,500
Loan from Stockholder (Note 3) 92,556 83,376
Notes Payable (Note 3) 22,900 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 983,502 903,890
Stockholders' Deficit (Notes 2 and 6)
Common Stock $.01 par value; authorized
25,000,000 shares issued and outstanding
7,083,826 shares at June 30, 1998 and
2,770,826 shares at December 31, 1997 70,838 27,708
Additional Paid-In Capital 1,296,483 1,260,263
Deficit (Deficit of $2,210,174 accumulated
since May 1, 1995) (2,294,571) (2,156,854)
----------------------------------
Total Stockholders Deficit (927,250) (868,883)
----------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $56,252 $35,007
==================================
See Notes To Condensed Consolidated Financial Statements.
3
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED JUNE 30, 1998 AND 1997
AND CUMULATIVE FROM MAY 1, 1995
1998 1997
--------------- --------------
REVENUE $0 $0
-----------------------------------
EXPENSES
General and administrative 62,478 57,109
Consulting and promotion fees 2,495 2,500
Write-off of advances for
terminated acquistion
-----------------------------------
Total Expenses 64,973 59,609
-----------------------------------
-----------------------------------
NET LOSS ($64,973) ($59,609)
===================================
NET LOSS PER COMMON SHARE ($0.009) ($0.04)
===================================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,735,342 1,520,826
===================================
See Notes to Condensed Consolidated Financial Statements.
4
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AMERICAN SPORTS HISTORY AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
Cumulative from
1998 1997 May 1, 1995
------------ ----------- ---------------
REVENUES
Interest $0 $0 $468
------------------------------------------------
EXPENSES
General and Administrative 127,909 116,569 1,535,503
Consulting fees 4,808 2,500 466,783
Lawsuit Settlement 122,500
Write-off of advances for
terminated acquisition 80,856
Acquistion expense 5,000 5,000
------------------------------------------------
Total Expenses 137,717 119,069 2,210,642
------------------------------------------------
------------------------------------------------
NET LOSS ($137,717) ($119,069) ($2,210,174)
================================================
---------------------------
NET LOSS PER COMMON SHARE ($0.02) ($0.08)
===========================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,113,025 1,458,326
===========================
See Notes To Condensed Consolidated Financial Statements.
5
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AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
AND CUMULATIVE FROM MAY 1, 1995 Cumulative
from May 1,
1998 1997 1995
----------- ---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from continuing operations ($137,717) ($119,069) ($2,210,174)
Adjustments to reconcile loss from
continuing operations to net cash
provided by (used in) operating
activities:
Write-off of Prepaid Royalty 137,500
Common stock issued for services 34,750 7,500 575,258
Common stock issued for
settlement of lawsuit 22,500 22,500
Changes in operating assets and
liabilities:
Prepaid taxes 3,442
(Increase) in Other assets (4,248) (9,248)
Increase in Due to Officer 89,118 101,028 413,417
Liability from Settlement of Lawsuit (22,500) 100,000
Increase (Decrease) in Accounts
payable and accrued expenses 4,314 (1,478) 250,529
------------------------------------
(13,783) (12,019) (716,776)
------------------------------------
Net cash (used in) operating activities (13,783) (12,019) (716,776)
------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Common stock issued for acquisition
of subsidiary 5,000 5,000
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes 23,400
Increase in Loan from stockholder 17,000 12,019 92,556
Sale of common stock 9,180 590,964
Common stock issued for payment of Notes 500 500
Liability from sales of common stock
rescinded 22,260
Payment on Notes Payable (500) (500)
Return of common stock (400) (400)
------------------------------------
Net cash provided by financing activities 25,780 12,019 728,780
------------------------------------
NET INCREASE IN CASH 16,997 0 17,004
------------------------------------
CASH-Beginning of period 7 8
------------------------------------
CASH-End of period $17,004 $8 $17,004
====================================
See Notes to Condensed Consolidated Financial Statements.
6
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<TABLE>
<CAPTION>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
YEAR ENDED DECEMBER 31, 1997 AND (UNAUDITED) SIX MONTHS ENDED JUNE 30,1998
Average
Price Common Stock Additional Accumulated
Dates Per Share Shares Amount Paid-in Capital Deficit
-------------- --------- ------------- --------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1996 13,958,262 $13,958 $1,216,514 ($1,785,450)
Effect of 1 for 10 reverse stock split 5/15/97 (12,562,436)
Shares issued for services 1/97-12/97 $0.04 1,375,000 13,750 43,749
Net Loss for the year ended
December 31, 1997 (371,404)
Shares issued for services 1/5/98-2/28/98 $0.01 3,375,000 33,750
Shares issued for Acquisition of Subsidiary 1/14/98 $0.01 500,000 5,000
Net loss for the three months ended
March 31, 1998 (72,744)
---------------------------------------------------------
Balance March 31, 1998 6,645,826 66,458 1,260,263 ($2,229,598)
Shares issued for services 5/14/98 $0.01 100,000 1,000
Shares issued for payment of Notes 5/14/98 $0.01 50,000 500
Shares issued in Settlement of Lawsuit 6/25/98 $0.10 225,000 2,250 20,250
Returned Shares 6/9/98 $0.02 (20,000) (200) (200)
Shares issued for cash 6/29/98 $0.21 83,000 830 16,170
Net loss for three months ended June 30, 1998 (64,973)
========================================================
BALANCE, June 30, 1998 7,083,826 $70,838 $1,296,483 ($2,294,571)
========================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
7
<PAGE>
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
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"). On January 14, 1998, the
Company acquired 100% of the capital stock of Sunset Interactive
Network Inc., a Michigan corporation (SIN). As used in this document,
the "Company " refers to ASH and its subsidiaries, Infinet and SIN,
unless the context indicates otherwise.
Basis of Presentation- For accounting purposes, the acquisition of
Infinet by ASH was 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 conjuction with its
acquisition by ASH, the Company focused on 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.
On January 14, 1998, the Company entered into an agreement with Sunset
Interactive Network, Inc. (SIN), a newly formed Michigan corporation,
to purchase 100% of the common stock of SIN for the issuance of 500,000
shares of ASH's common stock to SIN's president. Since SIN had no
assets or operations, the cost of acquiring SIN was charged to
operations during the three month period ended March 31, 1998.
The president, Peter Klamka, will continue in the same capacity at SIN,
as well be a board member of ASH.
SIN is registered as an interactive media company whose objective is to
provide entertainment information through the World Wide Web by
utilizing recognized celebrity names. Operations for SIN have not yet
commenced and start-up funding is solely dependent on successfully
obtaining outside sources of financing.
8
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Although the Company has incurred significant start-up costs, since the
Company has not generated any revenues from operation, 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 and six months
ended June 30, 1998, 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 June 30, 1998,
the results of operations for the three and six months ended June 30,
1998 and 1997 and cumulative from May 1, 1995, and the changes in cash
flows for the six months ended June 30, 1998 and 1997 and cumulative
from May 1, 1995. These adjustments are of a normal recurring nature.
The consolidated balance sheet as of December 31, 1997 is derived from
the Company's audited financial statements. The accompanying
consolidated financial statements include the operations of ASH and its
wholly-owned subsidiaries, Infinet and SIN. Any significant inter-
company accounts and transactions have been eliminated 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 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, 1997, as filed with the Securities and Exchange
Commission.
The results of operations for the three and six months ended June 30,
1998 are not necessarily indicative of the results of operations to be
expected for the full year ending December 31, 1998.
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.
9
<PAGE>
The Company incurred a net loss of $371,404 for the year ended
December 31, 1997, resulting in an accumulated deficit of $2,156,854
and a stockholders' deficit of $868,883 at December 31, 1997. For the
six months ended June 30, 1998, the Company incurred a net loss of
$137,717 resulting in an accumulated deficit of $2,294,571 and a
stockholders' deficit of $927,250 at June 30,1998.
Management of the Company has currently prepared a business plan
summarizing its strategy through December 1999. Under this plan,
approximately $5,000,000 will be required to pay off current debt and
implement its business plan of publishing an on-line nostalgic sports
magazine and entering the entertainment industry through the internet.
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 bear interest at 10% per annum. Interest expense for the three
and six month periods ended June 30, 1998 was $1,986 and $3,972
respectively.
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 Historical Footage film library (not related
to sports). As stipulated in the contract, the Company also agreed to
10
<PAGE>
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 commom 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 June 30, 1998, no additional shares of stock were issued.
The Company is attempting to negotiate a revision of the original
contract terms with the owner of the film library. No conclusion has
yet been reached.
5. LIABILITY FROM SETTLEMENT OF LAWSUIT / 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.
Effective October 14, 1997, on behalf of himself and the Company, Mr.
Nerlino, CEO of the Company, signed a proposed settlement agreement
whereby the Company is obligated to pay the plaintiff $100,000 without
interest, to be paid over three years commencing on the effective date
of the agreement. In addition, the Company is obligated to issue the
plaintiff 225,000 shares of its common stock within 30 days of the
effective date of the agreement. The settlement will be secured by a
security interest in the assets of the Company. In the opinion of
counsel, the agreement is binding on both the Company and Mr. Nerlino
as its President and CEO.
As of June 30, 1998, the Company was in default under the terms of the
proposed agreement. Counsel for the Company has contacted the
plaintiff and his attorney and is currently in the process of
attempting to renegotiate certain terms of the settlement agreement.
However, if this attempt is unsuccessful and should any legal action be
initiated against the Company due to its defaulting, the Company will
vigorously defend itself . The proposed liability was charged to
operations for the year ended December 31, 1997, and classified as a
current liability.
On June 25, 1998, Legal counsel for the Company was issued the 225,000
shares of the Company's common stock to be held for the benefit of the
plaintiff, and has been instructed by the Company to release such stock
to the plaintiff upon resolution of this matter.
11
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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. Trial is set for November 1998. Management and legal
counsel for the Company believe the allegations brought by the
plaintiff have no merit.
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.
During the three months ended June 30,1998, the Company issued 100,000
shares of its common stock valued at $1,000 for services rendered by an
outside consultant. Additionally, 225,000 shares valued at $22,500
were issued upon the proposed settlement of a lawsuit (See Note 5), and
50,000 shares valued at $500 were issued as partial payment of a Note.
The Company sold 83,000 shares for a total value of $17,000.
12
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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 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.
On January 14, 1998, the Company acquired 100% of the capital stock of Sunset
Interactive Network Inc. (SIN), a Michigan corporation. SIN had no assets or
operations. SIN, is registered as an interactive media company whose objective
is to provide information through the World Wide Web. It is the intention of
management to establish a website through SIN.
Although the Company has incurred a significant amount of start-up costs, 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 June 30, 1998 and 1997-
For the three month period ended June 30, 1998 and 1997, general and
administrative expenses were $62,478 and $57,109 respectively, and consisted
primarily of the accrual of the Company's Chief Executive Officer's salary and
related benefits.
During the three months ended June 30, 1998 and 1997, the Company had
net losses of $64,973 and $59,609 respectively. Interest expense for the three
month periods ended June 30, 1998 and 1997 was $1,986 and $585 respectively.
13
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Six Months Ended June 30, 1998 and 1997-
For the six months ended June 30, 1998 and 1997, general and
administrative expenses were $127,909 and $116,569 respectively, and consisted
primarily of the accrual of the Chief Executive Officer's salary and related
benefits.
During the six months ended June 30, 1998 and 1997, the Company had net losses
of $137,717 and $119,069 respectively.
Financial Condition-June 30,1998:
Liquidity and Capital Resources-
Management of the Company has a business plan summarizing its strategy
through December 1999. Under this plan, approximately $5,000,000 will be
required to pay off current debt and implement its business plan of publishing
an on-line nostalgic sports magazine and entering the entertainment industry
through the internet. 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 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, 1998, 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 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.
14
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PART II. OTHER INFORMATION
ITEM 6. EXIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description
------- --------------
1 Purchase Agreement between American Sports History
Incorporated and Sunset Interactive Network, Inc.
dated January 14, 1998. Previously filed as Exhibit
1 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1997, and
incorporated herein by reference thereto.
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 June 30, 1998-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)
Date: September 28, 1998 By: /s/ VINCENT M. NERLINO
------------------------------------
Vincent M. Nerlino
President, CEO
(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 FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S
QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 17,004
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,004
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 56,252
<CURRENT-LIABILITIES> 983,502
<BONDS> 0
0
0
<COMMON> 70,838
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 56,252
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,972
<INCOME-PRETAX> (137,717)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (137,717)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>