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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 MARCH 31, 2001
Commission File Number 0-16447
AGTSPORTS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1022287
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(State of incorporation ) (I.R.S. Employer ID Number)
7255 E. Quincy Avenue, Suite 550, Denver, CO 80237
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(Address of principal executive offices) (zip code)
(303) 437-9434
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(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 March 31, 2001, 49,848,919 common shares, $.001 par value per share, were
outstanding.
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AGTsports, Inc.
INDEX
Part I FINANCIAL INFORMATION
Item 1. Balance Sheets
March 31, 2001 (unaudited)and September 30, 2000..................3
Statements of Operations
Six Months Ended March 31, 2001 (unaudited)and 2000(unaudited)..4-5
Statements of Cash Flows
Six Months Ended March 31, 2001(unaudited)and 2000(unaudited).....6
Notes to Financial Statements.....................................7
Item 2. Management's Discussion and Analysis..............................7
Part II OTHER INFORMATION
Item 1. Legal Proceedings.................................................8
Item 2. Changes in Securities.............................................8
Item 3. Default on Senior Securities......................................8
Item 4. Submission of Matters to a Vote of Security Holders...............8
Item 5. Other Information.................................................8
Item 6. Exhibits and Reports on Form 8-K..................................9
Part III SIGNATURES........................................................9
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AGTsports, Inc.
Tampa, Florida
Balance Sheets
ASSETS
(UNAUDITED) (AUDITED)
March 31, September 30,
2001 2000
-------- --------
Current:
Cash $ -- $ --
-------- --------
Total current assets -- --
Property and Equipment (net) -- --
Total assets $ -- $ --
======== ========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 4 $ 4
Accrued expenses - related party -- --
Notes payable - current (1) --
-------- --------
Total current liabilities 3 4
Notes payable (less current portion) -- --
-------- --------
Total liabilities 3 4
Shareholders' deficit:
Convertible Preferred stock, $.001 par value;
1,500,000 shares authorized; 1,494,395
shares issued and outstanding (Note 2) -- --
Common stock, $.001 par value; 50,000,000
shares authorized; 49,848,919 shares issued
and outstanding -- --
Additional paid-in capital -- --
Deficit accumulated during the development stage (2) (3)
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Total shareholders' deficit (2) (3)
-------- --------
Total liabilities and shareholders' deficit $ 1 $ 1
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Please read accompanying notes.
3
AGTsports, Inc.
(A Development Stage Company)
Statements of Operations
(unaudited)
Six Months Ended
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March 31, January 6, 1986
------------------------------ (Inception) Through
2001 2000 March 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 -- -- 3,420,101
Professional services(approximately 93 and 100 percent paid to related
parties in 2001 and 2000, respectively) 13,533 4,103,131
General and administrative (1) 7,033 3,483,119
Depreciation and amortization -- 60 2,486,967
Advertising -- -- 306,112
Contract services -- -- 4,985,397
Cost of unsuccessful offering -- -- 56,860
Travel and entertainment -- -- 919,047
Territory reacquisition -- -- 1,465,075
------------ ------------ ------------
Total expenses (1) 20,626 21,388,187
------------ ------------ ------------
Preoperative loss 1 (20,626) (17,481,753)
Other income (expenses):
Interest income -- -- 1,081
Rent income -- -- 14,992
Interest expense -- (15,613) (710,583)
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 -- 1,650 84,565
------------ ------------ ------------
Total other income (expenses), net -- (13,963) (8,238,521)
------------ ------------ ------------
Net loss before extraordinary items and
provision for income taxes 1 (34,589) (25,720,274)
Provision for income taxes -- -- (1,873,815)
------------ ------------ ------------
Loss before extraordinary items 1 (34,589) (23,846,459)
Extraordinary items:
Income tax benefit realized -- -- 1,812,911
Debt forgiveness (net of $100,690 in income taxes) -- -- 1,163,709
Debt forgiveness - AGTsports Australia Pty Ltd. -- -- 339,155
------------ ------------ ------------
Net income (loss) $ 1 $ (34,589) $(20,530,684)
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See accompanying notes to consolidated financial statements.
4
AGTsports, Inc.
(A Development Stage Company)
Statements of Operations
Years Ended September 30,
------------------------------
2000 1999
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Basic earnings per share
Loss per common share before extraordinary items $ -- $ (0.001)
Extraordinary items per common share -- --
---------- ---------------
Net income (loss) per common share $ -- $ (0.001)
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Weighted-average shares of common stock outstanding 49,848,919 36,379,726
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See accompanying notes to consolidated financial statements.
5
AGTsports, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Six Months Ended January 6, 1986
March 31, (inception)
----------------------------- Through
2001 2000 March 31, 2001
------------ ------------ ------------
Net Cash Provided (Used) in operating activities $ 28 $ (28,958) $ (4,992,940)
------------ ------------ ------------
Cash Flows From Investing Activities
Purchase of assets -- (1,200) (364,085)
Other investing activities 628,932
------------ ------------ ------------
Net Cash Provided (Used) in investing activities -- (1,200) 264,847
------------ ------------ ------------
Cash Flows From Financing Activities:
Proceeds from issuance of notes payable 31,000 730,534
Proceeds from issuance of Capital Stock 3,038,189
Other financing activities 959,398
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Net Cash Provided (Used) in financing activities -- 31,000 4,728,121
------------ ------------ ------------
Net increase (decrease) in cash 28 842 28
Cash at beginning of the year -- 22 --
------------ ------------ ------------
Cash at end of period $ 28 $ 864 $ 28
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest Paid: $ 103 $ 15,613
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Preferred stock converted to common stock $-- $ 1,000,000 $ 999,000
============ ============ ============
Loan assumed by shareholder $-- $ -- $ 70,000
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Dividends accrued $-- $ 9,000 $ 45,000
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Accrued dividends converted to note payable $-- $ 87,000 $ 87,000
============ ============ ============
Stock issued in connection with acquisitions $-- $ -- $ 1,336,803
============ ============ ============
Notes payable converted to stock $-- $ -- $ 1,643,681
============ ============ ============
Other payables converted to stock $-- $ -- $ 3,661,846
============ ============ ============
Please read accompanying notes.
6
AGTsports, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 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, 2000.
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 $27,334 and $34,589 for the
six months ended March 31, 2001 and 2000, respectively. At March 31, 2001, and
September 30, 2000, the Company has a net working capital deficit of $120,974
and $63,167, respectively, and a shareholders' deficit of $117,294 and $62,167,
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 March 31, 2001, there were no changes in securities of
the Company.
ITEM 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
As of March 31, 2001, the Company had no current business operations. The
Company has experienced operating expenses of $27,334 for the six months period
ending March 31, 2001 and $36,040 for the same period in 2000. The revenues for
the period were none in 2001 or 2000. For the six months ended March 31, 2001
the Company reported a net loss of ($27,334). 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.
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Liquidity and Capital Resources
The Company had no 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 March 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 March 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.
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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: May 15, 2001 By: /s/ Cory J. Coppage
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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: May 15, 2001 By: /s/ Cory J. Coppage
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President
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