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 December 31, 2001
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) 437-9434
(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 [X ] No [ ]
As of December 31, 2001, 49,848,919 common shares, $.001 par value per share,
were outstanding.
AGTsports, Inc.
INDEX
Part I FINANCIAL INFORMATION
Item 1. Balance Sheets F-1
December 31, 2001 and September 30, 2001
Statements of Operations F-2
Three Months Ended December 31, 2001 and 2000
Statements of Cash Flows F-4
Three Months Ended December 31, 2001 and 2000
Notes to Financial Statements F-6
Item 2. Management's Discussion and Analysis F-6
Part II OTHER INFORMATION
Item 1. Legal Proceedings F-7
Item 2. Changes in Securities F-7
Item 3. Default on Senior Securities F-7
Item 4. Submission of Matters to a Vote of Security Holders F-7
Item 5. Other Information F-7
Item 6. Exhibits and Reports on Form 8-K F-8
Part III SIGNATURES F-8
AGTsports, Inc.
(A Development Stage Company)
Balance Sheets
ASSETS
(Unaudited)
December 31, 2001 September 30, 2001
----------------- ------------------
Current:
Cash $ 779 $ 1,024
------------ ------------
Total current assets 779 1,024
Property and equipment, net 3,298 3,249
------------ ------------
Total assets $ 4,077 $ 4,273
============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 19,233 $ 20,300
Accrued expenses (approximately 100% payable to related
parties at December 31, and September 30, 2001) 170,803 145,227
Notes payable - current 9,086 9,168
------------ ------------
Total current liabilities 199,122 174,695
Notes payable (less current portion) -- --
------------ ------------
Total liabilities 199,122 174,695
Shareholders' deficit:
Convertible Preferred stock, $.001 par value;
1,500,000 shares authorized; 1,498,395
shares issued and outstanding 1,498 1,498
Convertible Preferred stock, $1.00 par value;
5,000,000 shares authorized; No
shares issued and outstanding -- --
Common stock, $.001 par value; 50,000,000
shares authorized; 49,848,919 shares issued
and outstanding 49,845 49,845
Treasury stock -- --
Additional paid-in capital 24,084,827 24,084,827
Deficit accumulated during the development stage (24,331,215) (24,306,592)
------------ ------------
Total shareholders' deficit (195,045) (170,422)
------------ ------------
Total liabilities and shareholders' deficit $ 4,077 $ 4,273
============ ============
Please read accompanying notes.
F-1
AGTsports, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Three Months Ended December 31, January 6, 1986
--------------------------------- (Inception) Through
2001 2000 December 31, 2001
------------ ------------ -----------------
Revenue:
Territory sales $ -- $ -- $ 1,612,009
Other revenue -- -- 2,294,425
------------ ------------ ------------
-- -- 3,906,434
------------ ------------ ------------
Expenses:
Cost of purchased goods for resale -- -- 162,378
Salaries and director compensation -- -- 3,421,109
Professional services (approximately 90% and 93%
paid to related parties in 2001 and 2000) 16,699 16,059 4,176,311
General and administrative 7,332 11,412 3,512,194
Depreciation and amortization 328 164 2,487,993
Advertising -- -- 306,112
Contract services -- -- 4,985,397
Cost of unsuccessful offering -- -- 56,860
Travel and entertainment 10 55 919,111
Territory reacquisition -- -- 1,465,075
------------ ------------ ------------
Total expenses 24,369 27,690 21,492,540
------------ ------------ ------------
Preoperative loss (24,369) (27,690) (17,586,106)
Other income (expenses):
Interest income -- -- 1,081
Rent income -- -- 14,992
Interest expense (257) (105) (711,296)
Loss on equity securities -- -- (8,652,613)
(Loss) gain on disposal of assets -- -- 2,814,846
Provision for loan loss -- -- (528,342)
Equity in loss of joint venture -- -- (748,650)
Loss on purchase of subsidiaries -- -- (442,419)
Settlement of claims -- -- (71,398)
Other income -- -- 84,565
------------ ------------ ------------
Total other income (expenses), net (257) (105) (8,239,234)
------------ ------------ ------------
Net loss before extraordinary items and
provision for income taxes (24,626) (27,795) (25,825,340)
Provision for income taxes -- -- 1,711,801
------------ ------------ ------------
Loss before extraordinary items (24,626) (27,795) (27,537,141)
Extraordinary items:
Income tax benefit realized -- -- 1,812,911
Debt forgiveness (net of $101,080 in income taxes) -- -- 1,164,319
Debt forgiveness - AGT Sports Australia Pty Ltd. -- -- 339,155
------------ ------------ ------------
Net income (loss) $ (24,626) $ (27,795) $(24,220,756)
============ ============ ============
Please read accompanying notes.
F-2
AGTsports, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
Three Months Ended December 31,
-------------------------------
2001 2000
----------- -----------
Basic earnings per share
Loss per common share before extraordinary items $ (0.000) $ (0.001)
Extraordinary items per common share -- --
----------- -----------
Net income (loss) per common share $ (0.000) $ (0.001)
=========== ===========
Weighted-average shares of common stock outstanding 49,848,919 49,848,919
=========== ===========
Fully diluted earnings per share
Loss per common share before extraordinary items $ (0.000) $ (0.001)
Extraordinary items per common share -- --
----------- -----------
Net income (loss) per common share $ (0.000) $ (0.001)
=========== ===========
Weighted-average shares of common stock outstanding 49,848,919 49,848,919
=========== ===========
Please read accompanying notes.
F-3
AGTsports, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited) Period from
Three Months Ended January 6, 1986
December 31, (Inception) to
-------------------------- December
2001 2000 2001
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities 214 (13,436) (4,998,443)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Return of capital - limited partnership -- -- 500,000
Receipts from notes receivable -- -- 80,772
Loans made -- -- (237,328)
Purchase of assets (377) (3,111) (364,462)
Purchase of stock in affiliate -- -- (10,000)
Proceeds from sale of investments -- -- 277,739
Proceeds from insurance settlement -- -- 17,749
----------- ----------- -----------
Net cash provided by (used in) investing activities (377) (3,111) 264,470
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of common stock options -- -- 54,363
Proceeds from issuance of common stock -- -- 3,038,189
Payments on capital lease financing -- -- (20,976)
Principal payments on notes payable -- -- (138,106)
Advances from affiliates -- -- 1,421,542
Payments to affiliates -- -- (509,317)
Advances on line of credit (net) (82) -- 157,523
Preferred stock dividends paid in cash -- -- (6,000)
Advances on notes payable -- -- 737,534
----------- ----------- -----------
Net cash provided by (used in) financing activities (82) -- 4,734,752
----------- ----------- -----------
Net increase (decrease) in cash $ (245) $ (16,547) $ 779
Cash at beginning of year 1,024 16,547 --
----------- ----------- -----------
Cash at end of year $ 779 $ -- $ 779
=========== =========== ===========
Please read accompanying notes. F-4
F-4
AGTsports, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited) Period from
Three Months Ended January 6, 1986
December 31, (Inception) to
-------------------- December
2001 2000 2001
-------- --------- -----------
Noncash financing and investing activities:
Common stock issued in connection with the
settlement of certain accrued liabilities $ -- $ -- $ 175,106
======== ========= ===========
Common stock issued in connection with the settlement
of notes payable $ -- $ -- $ 1,631,506
======== ========= ===========
Common stock issued in connection with the settlement
of accounts payable $ -- $ -- $ 61,487
======== ========= ===========
Common stock issued in connection with the settlement
of certain accrued interest $ -- $ -- $ 164,638
======== ========= ===========
Preferred stock issued in connection with settlement
of notes payable $ -- $ -- $ 12,175
======== ========= ===========
Preferred stock issued in connection with settlement
of accounts payable $ -- $ -- $ 2,050
======== ========= ===========
Preferred stock issued in connection with settlement
of accrued interest $ -- $ -- $ 71,356
======== ========= ===========
Accrued dividends converted to note payable $ -- $ -- $ 87,000
======== ========= ===========
$1 Par preferred stock converted to common stock $ -- $ 999,000 $ 999,000
======== ========= ===========
Preferred stock dividends included in accounts payable $ -- $ 9,000 $ 45,000
======== ========= ===========
Assets acquired and liabilities assumed in connection
with purchase of Tea Times of America, Inc.
Notes payable $ -- $ -- $ 218,500
======== ========= ===========
Accrued liabilities $ -- $ -- $ 35,320
======== ========= ===========
Accounts receivable $ -- $ -- $ 5,771
======== ========= ===========
Goodwill $ -- $ -- $ 28,682
======== ========= ===========
Common stock retired in connection with termination
of VAST joint venture $ -- $ -- $ 119,350
======== ========= ===========
Common stock issued in connection with acquisitions $ -- $ -- $ 174,880
======== ========= ===========
Common stock issued in connection with the purchase
of royalty rights $ -- $ -- $ 125,000
======== ========= ===========
Marketable securities received as contribution to capital $ -- $ -- $ 152,000
======== ========= ===========
Marketable securities contributed to capital $ -- $ -- $ (152,000)
======== ========= ===========
Additional paid in capital received $ -- $ -- $ 5,314,678
======== ========= ===========
Additional paid in capital contributed $ -- $ -- $(5,314,678)
======== ========= ===========
Transfer assets to limited partnership and termination
pursuant to agreement $ -- $ -- $ --
======== ========= ===========
Issuance of common stock in exchange for investment
in joint venture $ -- $ -- $ 868,000
======== ========= ===========
Issuance of common stock in exchange for liability to
issue common stock $ -- $ -- $ 3,187,349
======== ========= ===========
Loan assumed by shareholder $ -- $ -- $ 70,000
======== ========= ===========
Supplemental information:
Interest paid $ 80 $ 105
========= ========
Taxes paid $ -- $ --
========= ========
Please read accompanying notes.
F-5
AGTsports, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2001
NOTE 1 - MANAGEMENT REPRESENTATION
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, 2001.
NOTE 2 - BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As shown in the financial
statements, the Company has incurred net losses of $24,626 and $27,795 for the
three months ended December 31, 2001 and 2000, respectively. At December 31, and
September 30, 2001, the Company has a net working capital deficit of $198,343
and $173,671, respectively, and a shareholders' deficit of $195,045 and
$170,422, respectively all of which raise substantial doubt about the Company's
ability to continue as a going concern. Management has developed plans intended
to remedy these conditions. These plans include seeking other sources of
financing such as the completion of a possible business combination and the sale
of common stock. No assurances can be given as to the success of these plans.
The financial statements do not include any adjustments that might result should
the Company be unable to continue as a going concern.
NOTE 3 - CHANGES IN SECURITIES
During the Quarter ended December 31, 2001, there were no changes in the
securities of the Company.
ITEM 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
As of December 31, 2000, the Company had no current business operations. The
Company has experienced operating expenses of $24,626 for the three-month period
ending December 31, 2001 and 27,795 for the same period in 2000. The revenues
for the period were none in 2001 or 2000. For the three months ended December
31, 2001 the Company reported a net loss of $24,626. Losses can be expected to
continue until a profitable business is achieved. While the Company is seeking
capital sources for investment, there is no assurance that sources can be found.
F-6
Liquidity and Capital Resources
The Company had $779 in cash capital at the end of the period. The Company will
be forced to either borrow money or make private placements of stock in order to
fund any limited operations. No assurance exists as to the ability to achieve
loans or make private placements of stock.
PART II.
ITEM 1. Legal Proceedings
During the quarter ended December 31, 2001, 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
None.
ITEM 3. Default on Senior Securities
None.
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 December 31, 2001, the Company had no other reportable events which were
not previously disclosed in the below referenced exhibits and reports.
The Company's Articles of Incorporation as amended entitle it to transact any
lawful business or businesses for which corporations may be incorporated
pursuant to the Colorado Corporation Code. The Company can be defined as a
"shell" company, whose sole purpose at this time is to locate and consummate a
merger or acquisition with a private entity. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company. The Company's plan
is to seek, investigate and, if such investigation warrants, acquire an interest
in business opportunities presented by persons or firms seeking the perceived
advantages of a corporation which reports under Section 13 and 15 of the
Securities Exchange Act of 1934 (the "Exchange Act"). Such perceived benefits
may include facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock options or
similar benefits to key employees, providing liquidity (subject to restrictions
of applicable statutes) for all shareholders and other factors. The Company
anticipates that the selection process of such potential business opportunities
will be complex and extremely risky, and no assurance can be provided the
Company will be successful in these endeavors.
F-7
ITEM 6. Exhibits and Reports on Form 8-K
None.
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: December 31, 2001 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: December 31, 2001 By: /s/ Cory J. Coppage
President
F-8