SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ending June 30, 1999
Commission File Number 0-16447
AGTsports, Inc.
(Exact name of registrant as specified in its charter)
Colorado 84-1022287
(State of incorporation) (I.R.S. Employer ID Number)
7255 E. Quincy Avenue, Suite 550, Denver, CO 80237
(Address of principal executive offices) (zip code)
(303) 297-9656
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of Securities Exchange Act of 1934 during the
preceding 12 months (or for such a 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, 1999, 27,450,941 common shares, $0.10 par value per share, were
outstanding.
AGTsports, Inc.
INDEX
Part I FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheets 3
June 30, 1999 and September 30, 1998
Consolidated Statements of Operations 4
Nine Months Ended June 30, 1999 and 1998
Consolidated Statements of Cash Flows 5
Nine Months Ended June 30, 1999 and 1998
Item 2. Management's Discussion and Analysis 6
Part II OTHER INFORMATION
Item 1. Legal Proceedings 7
Item 2. Changes in Securities 7
Item 3. Default on Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 7
Item 6. Exhibits and Reports on Form 8-K 7
Part III SIGNATURES 8
Exhibit 27
2
PART 1, ITEM 1.
AGTsports, Inc.
(and Wholly Owned Subsidiaries)
CONSOLIDATED BALANCE SHEET
ASSETS
June 30, 1999 September 30,1998
------------- -----------------
(unaudited)
Assets:
- -------
Current assets
Cash $ 485 $ 685
Prepaid expenses -- 0
Total current assets $ 485 $ 685
------------ ------------
Other assets $ -- 1,000
Total Assets $ 485 $ 1,685
============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 242,351 $ 201,525
Accrued expenses 123,687 58,900
Note payable - current 371,625 371,625
------------ ------------
Total current liabilities $ 366,038 $ 632,050
------------ ------------
Stockholders' Equity (Deficit):
Preferred Stock, $1.00 par value; 5,000,000
Authorized; 1,000,000 shares issued and outstanding
As of June 30, 1999 $ 1,000,000 $ 1,000,000
Common Stock, $.001 par value;
50,000,000 shares authorized
27,450,941 shares issued and outstanding
as of June 30, 1999, and 24,871,947
issued and outstanding as of September 30, 1998 27,555 27,555
Treasury Stock (17,459) (17,459)
Additional paid-in capital $ 22,653,473 $ 22,392,893
(23,450,692) (23,720,819)
------------ ------------
Accumulated deficit (801,244) (24,082,025)
------------ ------------
Total shareholder's deficit (735,454) (690,365)
Total liabilities and shareholders' deficit $ 485 4,458
============ ============
3
AGTsports, Inc.
(and Wholly Owned Subsidiaries)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
------- -------
1999 1998 1999 1998
---- ---- ---- ----
Operating Revenues $ -- $ -- $ -- $ --
- ------------------
Expenses:
- ---------
Salaries and Wages 15,000 51,874 15,000 61,557
Professional Services 18,765 16,401 18,765 44,935
General and administrative expenses 12,606 25,103 12,606 49,451
Depreciation and amortization -- 734 -- 3,833
Research and Development -- 14,284 -- 35,536
Travel and Entertainment -- 16,162 -- 26,976
------------ ------------ ------------ ------------
Total Expenses 46,371 124,558 75,321 222,288
Operating Income (Loss) (102,744) (106,519) (189,582) (204,249)
Other Income (Expenses)
Interest (11,834) (12,831) (36,989) 44,746
Other -- -- -- --
------------ ------------ ------------ ------------
Total Other Income (Expenses) (11,834) (12,831) (36,989) 44,746
Net Income (Loss) Before Extraordinary
Items And Provision for Income Taxes (116,221) (119,350) (232,953) (248,995)
Extraordinary Items -- -- -- --
------------ ------------ ------------ ------------
Net Income (Loss) (116,221) (119,350) (36,989) (248,995)
Income (loss) per common share
Before Extraordinary Items -0- -0- -0- (.01)
Extraordinary Items Per Common Share -0- -0- -0- -0-
Net Income (loss) per Common Share -0- -0- -0- (.01)
Weighted Average Shares
of Common Stock Outstanding 28,623,743 29,518,172 28,623,743 29,518,172
4
AGTsports, Inc.
(and Wholly Owned Subsidiaries)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 30,
--------
1999 1998
---- ----
Cash Flows From Operating Activities
Net loss $ (259,721) $ (248,995)
Adjustments to reconcile net loss to net cash used in operations
to net cash provided by (used in) operating activities:
Depreciation and amortization -- 3,833
Common Stock issued for Services --
Common Stock issued for Obligations -- 32,876
Common Stock issued for Investment -- --
Forgiveness of Debt -- --
(Increase) Decrease in Other Assets 128,561
Increase (Decrease) in Accounts Payable (61,420) (12,192)
Increase (Decrease) in Other Liabilities (558,000) (1,200,000)
----------- -----------
Net Cash Provided (Used) in operating activities 34,211 (128,793)
Cash Flows From Investing Activities -0-
Cash Flows From Financing Activities:
Principal payments on long-term debt (108,659)
Proceeds from issuance of Capital Stock 230,575
Net cash provided by (used in) financing activities 121,916
Net increase (decrease) in cash (6,877)
Cash at Beginning of the Year 2,121 16,486
----------- -----------
Cash at June 30, 1999 $ 485 $ 9,609
----------- -----------
5
AGTsports, Inc.
(and Wholly Owned Subsidiaries)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Management Representation Note 1.
The accompanying unaudited interim financial statements have been prepared
in accordance with the instructions to Form 10-QSB and does not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of Management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. The results of operations for any interim
period are not necessarily indicative of results for the year. These statements
should be read in conjunction with the financial statements and related notes
included in the Company's Annual Report to shareholders on Form 10-KSB/A for the
year ended September 30, 1998.
ITEM 2: Management's Discussion and Analysis
In the fiscal quarter ending June 30, 1999, the Company was primarily
engaged in the restructuring of operations. For the nine month period ended June
30, 1999, the Company had limited revenues and a net loss of ($27,987). The
Company has abandoned its former sports technology business plan in favor of
pursuing a potential merger or business combination with other entities as yet
unidentified. In the opinion of management, the Company has not improved
significantly as compared to the same period last year when it reported a net
loss of $119,350.
The Company has experienced ongoing working capital shortages that have
limited its ability to pursue new business strategies. During the Quarter ended
June 30, 1999, the Company is attempting to secure a certified independent audit
and to complete related financial reports in preparation of negotiating new
business agreements, and hiring new management. These efforts have been made for
the purpose of increasing shareholders' equity and profitability on a going
forward basis. However, no assurance can be provided the Company will be
successful in these endeavors.
Liquidity and Capital Resources
Cash and cash equivalent's balance on June 30, 1999 was $485.
Provided new sources of working capital can be secured, in the opinion of
management, the Company will be able to successfully meet all of its current
obligations. However, no assurances can be given the Company will be successful
in these endeavors.
6
PART II.
ITEM 1. Legal Proceedings
During the quarter ended June 30, 1999, the Company was not a party to, nor
aware of, any legal proceedings involving the Company that, in the opinion of
Management, were material to the future of the Company.
ITEM 2. Changes in Securities
During the Quarter ended June 30, 1999, the Company issued no shares of
it's restricted common stock for debt reduction, acquisitions, and general
working capital.
ITEM 3. Default on Senior Securities.
As of June 30, 1999, the Company is in arrears on notes payable and related
interest and has subsequently entered into negotiations to settle the arrearages
through conversion into the Company's restricted common stock.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the Security Holders during this
reporting period.
ITEM 5. Other Information.
As of June 30, 1999, the Company had no other reportable events which were
not previously disclosed in the below referenced exhibits and reports.
ITEM 6. Exhibits and Reports on Form 8-K
None.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AGTsports, Inc.
Dated: June 30, 1999 By: /s/ Cory J. Coppage
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Dated: June 30, 1999 By: /s/ Cory J. Coppage
President
8