UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ending September 30, 2002
                         Commission File Number 0-21914

                                 AGTsports, Inc.
                                 ---------------
               (Exact name of Issuer as specified in its charter)

              Colorado                               84-1022287
              --------                               ----------
     (State of incorporation)          (I.R.S. Employer Identification No.)

            7255 E. Quincy Avenue, Suite 550, Denver, Colorado 80237
            --------------------------------------------------------
               (Address of principle executive offices) (Zip Code)

                                 (303) 437-9434
                                 --------------
                 (Issuer's telephone number including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                  Title of Class: Common Stock $.001 par value

     Check mark whether the Issuer (1) 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 [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is contained in this form and no disclosure will be
contained, to the best of the Issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [X]

     Issuer's revenues for its most recent fiscal year: $ - 0 -

     The aggregate market value of the voting stock of the Issuer held by
non-affiliates as computed by reference to the prices at which the stock was
sold and the average of the bid and ask prices of such stock within the prior
sixty days as of September 30, 2002, was $391,220. A total of 48,902,589 shares
were owned by non-affiliates as of September 30, 2002.

     The number of shares of Common Stock, $.001 par value, outstanding on
September 30, 2002 was 49,848,919 shares. Transitional Small Business Disclosure
(check one): Yes ( ) No ( X )

                       Documents Incorporated by Reference
                                      None.
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Table of Contents


Part I

            Item 1.   Description of Business
            Item 2.   Description of Property
            Item 3.   Legal Proceedings
            Item 4.   Submission of Matters to a Vote of Security
                      Holders


Part II

            Item 5.   Market for Common Equity and
                      Related Stockholder Matter
            Item 6.   Management's Discussion and Analysis
                      or Plan of Operation
            Item 7.   Financial Statements
            Item 8.   Changes in and Disagreements with
                      Accountants and Financial Disclosure



Part III    Item 9.   Directors and Executive Officers, Promoters
                      and Control Persons; Compliance with Section 16(a)
                      of the Exchange Act
            Item 10.  Executive Compensation
            Item 11.  Security Ownership of Certain Beneficial Owners
                      and Management
            Item 12.  Certain Relationships and Related Transactions
            Item 13.  Exhibits and reports on Form 8-K



SIGNATURES


FINANCIAL STATEMENTS AND SCHEDULES



<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     AGTsports, Inc. (the "Company") is an early development stage company first
incorporated in Colorado on January 6, 1986 as American Merger Control, an
investment holding company designed to invest in all types of assets, businesses
and/or properties. From September 30, 1991 to September 30, 1998, the Company
was engaged in efforts to develop technology products and services for golf and
sports applications. The Company was unable to successfully bring its technology
products to market and discontinued its former business plan in fiscal 1998.

During fiscal 1999 and fiscal 2000, and as of the date of filing of this report,
the Company has no operating business, assets or investments. The Company has
implemented a restructuring plan designed to negotiate settlement of outstanding
liabilities while exploring potential business combinations with as yet
unidentified third parties to generate new sources of revenue. The Company can
provide no assurances that management will be successful in these endeavors. The
Company continues to experience severe financial difficulties. In addition, the
auditors of the Company have raised considerable doubt as to the ability of
AGTsports, Inc. to continue as a going concern. (See "Notes to Consolidated
Financial Statements, Note 1.").

Business of the Issuer

     The Company's Articles of Incorporation, as amended, entitle it to transact
any lawful business 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 search for and enter into new business
opportunities. The Company can provide no assurances this will occur.

     The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. In order to comply with these various limitations, management
does not intend to undertake any efforts to sell any additional securities of
the Company, either debt or equity, or to cause a market to develop in the
Company's securities until such time as the Company has successfully implemented
its business plan described herein.

     The Company's purpose is to seek, investigate, and, if such investigation
warrants, acquire an interest in business opportunities presented to it 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"). The Company may participate in a business venture of virtually any kind
or nature. This discussion of the proposed business is purposefully general and
is not meant to be restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business opportunities. Management
anticipates that it may be able to participate in only one potential business
venture because the Company has nominal assets and limited financial resources
(See "Financial Statements"). This lack of diversification should be considered
a substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to develop a new product or service, to
expand into new products or markets, or for other corporate purposes. The
Company may acquire assets and establish wholly owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries. The Company
anticipates that the selection of a business opportunity


<PAGE>

     Due to general economic conditions, rapid technological advances being made
in some industries and shortages of available capital, management believes there
are a number of firms seeking the perceived benefits of a publicly registered
corporation. 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. Potentially available business opportunities may occur in
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.

     The Company has, and will continue to have no capital with which to provide
the owners of business opportunities with any significant cash or other assets.
However, management believes that the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with the acquisition of a business opportunity including the costs of
preparing forms 8-K, 10Q, or agreements and related reports and documents. The
Exchange Act specifically requires that any merger or acquisition candidate
comply with all applicable reporting requirements, which include providing
audited financial statements to be included within the numerous filings relevant
to complying with the Exchange Act.

     The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company. In analyzing
prospective business opportunities, management will consider such matters as the
available technical, financial and managerial resources; working capital and
other financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and experience
of management services which may be available and the depth of that management;
the potential for further research, development or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services or trades; name identification; and other relevant factors.
Officers and directors of the Company will meet personally with management and
key personnel of the business opportunity as part of their investigation.

     To the extent possible, the Company intends to utilize written reports and
personal investigation to evaluate the above factors. The Company will not
acquire or merge with any company for which audited financial statements cannot
be obtained within a reasonable period of time after closing of the proposed
transaction. Management of the Company, while not especially experienced in
matters relating to the new business of the Company, shall rely upon their own
efforts and, to a much lesser extent, the efforts of the Company's shareholders,
in accomplishing the business purposes of the Company. It is anticipated that
outside consultants or advisors will be retained in the future, in addition to
the Company's legal counsel and accountants, to effectuate the business plan
described herein. In the event such consultants succeed in helping the Company
to complete a business combination, due to the Company's limited financial
resources, they will need to be paid by the prospective merger/acquisition
candidate.

     The Company will not restrict its search to any specific kind of firms, but
may acquire a venture which is in its preliminary or development stage, or which
is already in operation or which is in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded or may seek
other perceived advantages which the Company may offer. It is anticipated that
the Company will incur certain expenses in the implementation of its business
plan described herein. Recognizing the Company has no capital with which to pay

<PAGE>

these anticipated expenses, a number of the Company's shareholders have
voluntarily offered financial assistance to the Company in the form of loans to
be utilized for working capital purposes. In making such loans, the Company's
shareholders have acknowledged that the only opportunity for these loans to be
repaid will be through a prospective merger or acquisition, and they have agreed
among themselves that the repayment of any loans made on behalf of the Company
will not impede, or be made conditional in any manner, on consummation of a
proposed transaction.

Acquisition of Opportunities

     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any and all such sales will only be made in
compliance with the securities laws of the United States and any applicable
state. It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. Until such time as this occurs, the Company
will not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in the Company's securities may have a depressive
effect on the value of the Company's securities in the future, if such a market
develops, of which there is no assurance.

     While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.

     As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.

     With respect to any merger or acquisition, negotiations with target company
management are expected to focus on the percentage of the Company which target
company shareholders would acquire in exchange for all of their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any

<PAGE>

merger or acquisition. The percentage ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's then-shareholders. The Company will, if required by applicable law,
seek shareholder approval of a proposed merger or acquisition via a Proxy
Statement. A prospective transaction can also be structured so that it may be
effectuated by the Board of Directors without shareholder approval.

     The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

     As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the Exchange Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included in
its annual report on Form 10-KSB (or 10-K, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not conform to
the representations made by the candidate to be acquired in the closing
documents, the closing documents will provide that the proposed transaction will
be voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse the Company for all costs associated with
the proposed transaction.

Competition

     The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.

Employees

     The Company has no full time employees. The Company's president works in a
consulting capacity and has agreed to allocate a portion of his time to the
activities of the Company without compensation, and/or by deferring a portion of
his compensation until a new business opportunity can be secured for the
Company. The president anticipates that the business plan described herein can
be implemented by his devoting 100 hours monthly to the business affairs of the
Company and, consequently, conflicts of interest may arise with respect to the
limited time commitment by the president. See Item 9, "Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act."

<PAGE>

Investment Company Act of 1940

     The Company may participate in a business or opportunity by purchasing,
trading or selling the securities of such business. However, the Company does
not intend to engage primarily in such activities. Specifically, the Company
intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore avoid application of the costly and restrictive
registration and other provisions of the Investment Act and the regulations
promulgated thereunder. Section 3(a) of the Investment Act provides the
definition of an "investment company" which includes an entity that engages or
holds itself out as being engaged primarily in the business of investing,
reinvesting or trading in securities, or that engages or proposes to engage in
the business of investing, reinvesting, owning, holding or trading "investment
securities" (defined as all securities other than government securities,
securities of majority-owned subsidiaries and certain other securities) the
value of which exceeds 40% of the value of its total assets (excluding
government securities, cash or cash items). The Company intends to implement its
business plan in a manner that will result in the availability of this exception
from the definition of "investment company." Consequently, the Company's
participation in a business or opportunity through the purchase and sale of
investment securities will be limited. In order to avoid classification as an
investment company, the Company will search for, analyze and acquire or
participate in a business opportunity by use of a method that does not involve
the acquisition, ownership or holding of investment securities.

     The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, which regulation has the purported purpose of protecting
purchasers of investment company securities. Since the Company will not register
as an investment company, its shareholders will not be afforded these purported
protections. The Company intends to vigorously resist classification as an
investment company and to take advantage of any exemptions or exceptions from
application of the Investment Act, which allows an entity a one-time option
during any three-year period to claim an exemption as a "transient" investment
company. The necessity of asserting any such resistance, or making any claim of
exemption, could be time-consuming and costly, or even prohibitive, given the
Company's limited resources.

Risk Factors

     The Company's business is subject to numerous risk factors, including the
following:

     No Operating History or Revenue and Minimal Assets. The Company has had no
operating history nor any revenues or earnings from operations. The Company has
no significant assets or financial resources. The Company will, in all
likelihood, sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in the Company
incurring a net operating loss which could increase continuously until the
Company can consummate a business combination with a profitable business
opportunity. There is no assurance that the Company can identify such a business
opportunity and consummate such a business combination.

     Speculative Nature of Company's Proposed Operations. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.

<PAGE>

     Scarcity of and Competition for Business Opportunities and Combinations.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.

     No Agreement for Business Combination or Other Transaction; No Standards
for Business Combination. The Company has no arrangement, agreement or
understanding with respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. There can be no assurance that the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance that the Company will be able
to negotiate a business combination on terms favorable to the Company. The
Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target business opportunity to have achieved, and without which the
Company would not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business combination with
a business opportunity having no significant operating history, losses, limited
or no potential for earnings, limited assets, negative net worth or other
negative characteristics.

     Continued Management Control; Limited Time Availability. While seeking a
business combination, management anticipates devoting up to 100 hours per month
to the business of the Company. The Company's sole officer has been engaged as a
consultant and has no employment agreement with the Company. The Company has not
obtained key man life insurance on any of its officers or directors.
Notwithstanding the combined limited experience and time commitment of
management, loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood of continuing
operations. See Item 9, "Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act."

     Conflicts of Interest - General. Certain of the officers and directors of
the Company are directors and/or shareholders of other public companies and,
therefore, could face conflicts of interest with respect to potential
acquisitions. In addition, officers and directors of the Company may in the
future participate in business ventures which could be deemed to compete
directly with the Company. Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors are involved in the management of any firm with which the Company
transacts business. The Company's Board of Directors has adopted a policy that
the Company will not seek a merger with, or acquisition of, any entity in which
management serve as officers or directors, or in which they or their family
members own or hold a controlling ownership interest. Although the Board of
Directors could elect to change this policy, the Board of Directors has no
present intention to do so. In addition, if the Company and other companies with
which the Company's officers and directors are affiliated both desire to take
advantage of a potential business opportunity, then the Board of Directors has
agreed that said opportunity should be available to each such company in the
order in which such companies registered or became current in the filing of
annual reports under the Exchange Act subsequent to January 1, 1997. See Item 9,
"Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act - Conflicts of Interest."

<PAGE>

     Reporting Requirements May Delay or Preclude Acquisition. Sections 13 and
15(d) of the Exchange Act require companies subject thereto to provide certain
information about significant acquisitions, including certified financial
statements for the company acquired, covering one, two or three years, depending
on the relative size of the acquisition. The time and additional costs that may
be incurred by some target entities to prepare such statements may significantly
delay or essentially preclude consummation of an otherwise desirable acquisition
by the Company. Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.

     Lack of Market Research or Marketing Organization. The Company has neither
conducted, nor have others made available to it, results of market research
indicating that market demand exists for the transactions contemplated by the
Company. Moreover, the Company does not have, and does not plan to establish, a
marketing organization. Even in the event demand is identified for a merger or
acquisition contemplated by the Company, there is no assurance the Company will
be successful in completing any such business combination.

     Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by the business opportunity or opportunities
which the Company merges with or acquires. The Company's inability to diversify
its activities into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations. Regulation. Although the Company
will be subject to regulation under the Exchange Act, management believes the
Company will not be subject to regulation under the Investment Company Act of
1940, insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.

     Probable Change in Control and Management. A business combination involving
the issuance of the Company's Common Stock will, in all likelihood, result in
shareholders of a private company obtaining a controlling interest in the
Company. Any such business combination may require management of the Company to
sell or transfer all or a portion of the Company's Common Stock held by them, or
resign as members of the Board of Directors of the Company. The resulting change
in control of the Company could result in removal of one or more present
officers and directors of the Company and a corresponding reduction in or
elimination of their participation in the future affairs of the Company.

     Reduction of Percentage Share Ownership Following Business Combination. The
Company's primary plan of operation is based upon a business combination with a
private concern which, in all likelihood, would result in the Company issuing
securities to shareholders of any such private company. The issuance of
previously authorized and unissued shares of Common Stock of the Company would
result in a reduction in the percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in control or
management of the Company.

     Disadvantages of Blank Check Offering. The Company may enter into a
business combination with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems

<PAGE>

to be adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.

     Taxation. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both parties to the
transaction.

     Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.

Compliance with Government Regulations

     The operations of the Company do not involve mandatory compliance with
non-environmental federal regulations other than employer-related issues such as
the 1995 Federal Family Medical Leave Act ("FMLA"). As of September 30, 2002,
the Company fully complies with the terms of this legislation as a U.S.
employer.

Research and Development Costs

     As of September 30, 2002, the Company is not engaged in material research
and development activities and has not incurred material R&D costs in the prior
three fiscal periods.

Trade Names.

     The Company does not own or utilize any trade names.

Intellectual Property.

     The Company does not own any intellectual property or patents.

Employees

     During the period ending September 30, 2002, the Company had no employees.
The Company has retained Cory J. Coppage in a consulting capacity to serve as
interim President to oversee the restructuring plan above described. (See
"Directors and Executive Officers of the Registrant - Biographical
Information").

<PAGE>

Management and Executive Offices of AGT

The Company maintains an administrative office at 7255 E. Quincy Avenue, Suite
550, Denver, Colorado 80237. Telephone: (303) 437-9434, Fax: (303) 758-5675,
Email: agtoffice@aol.com (See "Item 2. Property," below.)

ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

     In addition to the other information in this Form 10-KSB, the following
factors should be considered in evaluating AGTsports, Inc. The risks and
uncertainties described below are those that we believe may materially affect
our company. Additional risks and uncertainties that we are unaware of or that
we deem immaterial also may become important factors that affect our company.

WE DEPEND ON OUR KEY PERSONNEL TO MANAGE OUR BUSINESS EFFECTIVELY IN A RAPIDLY
CHANGING MARKET, AND IF WE ARE UNABLE TO RETAIN OUR CURRENT PERSONNEL AND HIRE
ADDITIONAL PERSONNEL, OUR ABILITY TO SELL OUR PRODUCTS COULD BE HARMED.

     We believe our future success will depend in large part upon management's
ability to attract and acquire a successful private business or other
opportunity having the potential to generate revenues for the Company. Our
future success is highly dependent on the Company's ability to execute our
growth plans. The loss of the services of any of our key employees, the
inability to attract or retain qualified personnel in the future or delays in
hiring required personnel, particularly engineers and sales personnel, could
delay the development and introduction of, and negatively impact our ability to
sell, our products.

ANY ACQUISITIONS WE MAKE COULD DISRUPT OUR PLAN OF BUSINESS AND HARM OUR
FINANCIAL CONDITION.

     As part of our growth strategy, we intend to review opportunities to
acquire other businesses or technologies that would complement our current
products, expand the breadth of our markets or enhance our technical
capabilities. Acquisitions entail a number of risks that could materially and
adversely affect our business and operating results, including:

     o    problems integrating the acquired operations, technologies or products
          with our existing business;

     o    diversion of management's time and attention from our core business;

     o    difficulties in retaining business relationships with suppliers and
          customers of the acquired company;

     o    risks associated with entering markets in which we lack prior
          experience; and

     o    potential loss of key employees of the acquired company.

OUR STOCK PRICE MAY BE VOLATILE.

     The market price of our common stock has been volatile in the past and may
be volatile in the future. The market price of our common stock may be
significantly affected by the following factors:

<PAGE>

     o    actual or anticipated fluctuations in our operating results;

     o    changes in financial estimates by securities analysts or our failure
          to perform in line with such estimates;

     o    changes in market valuations of companies potentially acquired;

     o    announcements by us or our competitors of significant technical
          innovations, acquisitions, strategic partnerships, joint ventures or
          capital commitments;

     o    departures of key personnel.

The stock market has experienced extreme volatility that often has been
unrelated to the performance of particular companies. These market fluctuations
may cause our stock price to fall regardless of our performance.

PUBLIC MARKET FOR THE COMPANY'S COMMON STOCK.

     Although there is a limited market for the Company's Common Stock, there
can be no assurance that such a market can be sustained. The investment
community could show little or no interest in the Company in the future. As a
result, purchasers of the Company's securities may have difficulty in selling
such securities should they desire to do so. The Common Stock currently trades
on the NASD's Bulletin Board.

Forward Looking Statements

     This Form 10-KSB includes certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All statements other than statements of historical
fact included in this Form 10-KSB, including, without limitation, the statements
under "Item I. Description of Business," "Item 3. Legal Proceedings," and "Item
6. Management's Discussion and Analysis or Plan of Operation" are
forward-looking statements. Although the Company believes that the limited
expectations reflected in such forward looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the
Company's expectations are disclosed in this Form 10-KSB in conjunction with the
forward-looking statements contained herein.

ITEM 2. DESCRIPTION OF PROPERTY.

     The Company owns no property or assets. The Company maintains an
administrative office at 7255 E. Quincy Avenue, Suite 550, Denver, Colorado
80237. The Company rents this space on a month-to-month basis at a rate of
$1,600 per month. During fiscal 2002, the Company was charged a total of $19,200
for the use of this office. The Company maintains no operating leases as of
September 30, 2002.

ITEM 3. LEGAL PROCEEDINGS

     As of the date of filing of this report, 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.

<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of the Stockholders during the
fiscal year ended September 30, 2002.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (a) MARKET INFORMATION. The Company's Common Stock trades in the
over-the-counter market, under the symbol "AGTP." The following table sets forth
the high and low bid prices for the Company's Common Stock for the periods
indicated as reported by the OTC Bulletin Board. These prices are believed to be
inter-dealer quotations and do not include retail mark-ups, mark-downs, or other
fees or commissions, and may not necessarily represent actual transactions.

          Quarter Ending                   High Bid          Low Bid
          --------------                   --------          -------

          September 30, 2002                $0.005            $.001
          June 30, 2002                      0.01              .005
          March 31, 2002                     0.03              .01
          December 31, 2001                  0.01              .005
          September 30, 2001                 0.02              .001
                   June 30, 2001             0.08              .02
          March 31, 2001                     0.11              .08
          December 31, 2000                  0.02              .00
          September 30, 2000                 0.02              .00


     (b) HOLDERS. As of January 2, 2003, the Company had 600 shareholders of
record. This does not include shareholders who hold stock in their accounts at
broker/dealers.

     (c) DIVIDENDS. The Company has never paid a cash dividend on its common
stock and does not expect to pay a cash dividend in the foreseeable future.

     (d) RECENT SALES OF UNREGISTERED SECURITIES. During fiscal 2002, the
Company had no transactions involving the sale of unregistered shares of the
Company's common stock.

     On August 28, 2000 the board of directors authorized the issuance of
1,500,000 shares of "Series 2000A" convertible preferred stock with a par value
of $.001 per share. Approximately 1,495,000 shares were issued in connection
with the settlement of accounts and notes payable. The shareholders of these
preferred shares are entitled to a preference in liquidation of ten cents per
share. These preferred shareholders also receive dividends on a pro-rata basis
with common stockholders. No dividends were paid during the years ended
September 30, 2002 and 2001. Each share is convertible at the option of the
shareholder to one share of common stock. In addition, the shares will
automatically convert to common shares upon the closing of a firm commitment
underwritten public offering with net proceeds in excess of $2,000,000 or a vote
of two-thirds of the preferred shareholders.

<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        OPERATIONS

     For the fiscal year ended September 30, 2002, the Company was principally
involved in exploring potential business opportunities with third parties in
order to secure new sources of revenue. During fiscal 2002, the Company secured
third party loans for working capital necessary to maintain such efforts,
issuing notes payable of $111,500 at September 30, 2002 (See Notes to
Consolidated Financial Statements - Note 4 below).

     The Company's financial statements are presented on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. At September 30, 2002 and 2001, the Company
has a net working capital deficit of $298,222 and $173,668 respectively, and a
shareholders' deficit of $296,062 and $170,419, respectively all of which raise
substantial doubt about the Company's ability to continue as a going concern.
There is no assurance the Company will be successful in its plans developed with
the intent of remedying these conditions. See Independent Auditor's Report and
"Notes to Financial Statements, Note 1" included herein. The financial
statements do not include any adjustments that might result from the possible
inability of the Company to continue as a going concern.

RESULTS OF OPERATIONS

     As of September 30, 2002, the Company had assets of $38,854 in cash and
note receivables associated with working capital loans of $37,500. Revenues for
the fiscal years 2002 and 2001, respectively, were -0- as compared to revenues
of $1,650 for the fiscal year ended September 30, 2000.

     General and administrative expenses for the year ended September 30, 2002
were $39,824 as compared to $33,154 for the year ended September 30, 2001. The
increase in general and administrative expenses was due to the efforts to clean
up the Company's balance sheet. Interest expense increased from $664 in the year
ended September 30, 2001 to $2,885 in fiscal 2002 as a result of unpaid notes
owed by the Company.

     The Company had a net loss of $125,643 in the year ended September 30, 2002
compared to a net loss before extraordinary income of $108,002 for the year
ended September 30, 2001 However, the Company had a net loss for the year ended
September 30, 2001 in the amount of $107,392 as compared to net increase of
$50,968 for the prior year. The 2001 net income was due principally to the
extraordinary income relating to the Company's efforts to settle outstanding
debt and liabilities which resulted in debt forgiveness income.

     During the year ended September 30, 2001, the Company used prior net
operating losses to offset income reported for the fiscal year. The Company
realized approximately $1,000 of income, as the result of debts forgiven by
various creditors. The taxes associated with this income (approximately $390)
were offset by the current period loss from operations. Therefore, the Company
has no income tax liability for the years ended September 30, 2002 or 2001.

     In the opinion of management, the Company has not progressed significantly
in its operations over prior periods. Working capital shortages continue to
limit the Company's ability to conduct business. In the opinion of management,
the future business of the Company is dependent upon its ability to secure new
business opportunities and revenue sources to increase shareholder value. No
assurances can be provided the Company will be successful in this regard. In
addition, the auditors of the Company have raised considerable doubt as to the
ability of AGTsports, Inc. to continue as a going concern. (See "Notes to
Consolidated Financial Statements" below).

<PAGE>

Liquidity and Capital Resources

     There was an increase in the Company's deficit working capital during
fiscal year 2002 as the Company continued restructuring with the objective of
pursuing new business opportunities. Cash and cash equivalent's balance on
September 30, 2002 was $38,854. Current assets were $76,354 and current
liabilities were $374,576. At September 30, 2002, the Company has no underlying
business or investments and continues to experience severe working capital
shortages. For the fiscal year ending September 30, 2002, the Company had total
expenses of $125,643. At September 30, 2002, the Company has working capital
deficiency of $(298,222) and a stockholders deficit of $(296,062). In the
opinion of management, the Company continues to experience lack of adequate
funding to fully pursue its business plan. Given the severe working capital
problems of AGTsports, Inc., the auditors of the Company have raised significant
doubts as to the ability of AGTsports, Inc. to continue as a going concern. (See
"Notes to Consolidated Financial Statements" below).

Material Commitments for Capital Expenditures

     As of September 30, 2002, the Company has no material commitments for
capital expenditures.

Unfavorable Trends or Uncertainties

     The business of the Company is not subject to unfavorable trends or
uncertainties other than the potential significant decline the health of the
U.S. economy and/or a significant rise or decline in interest rates and the U.S.
trading markets. The Company can make no determination as to the effect of these
factors on operations or the probability such factors will occur.

Seasonal Aspects Bearing Upon Operations

     The Company is not subject to seasonal fluctuations in its business cycle
which have a material impact on operations.

ITEM 7. FINANCIAL STATEMENTS.

The Consolidated Financial Statements of the Company are attached as follows:

                                                                            Page
                                                                            ----

     Independent Auditor's Report..........................................F-1-2

     Balance Sheets - September 30, 2002 and 2001............................F-3

     Statements of Operations for the Years Ended
     September 30, 2002 and 2001...........................................F-4-5

     Statements of Changes in Stockholders' Equity
     for the Years Ended September 30, 2002 and 2001 .....................F-6-21

     Statements of Cash Flows for the Years Ended
     September 30, 2002 and 2001 ........................................F-22-24

     Notes to the Financial Statements - September 30,
     2002 and 2001.......................................................F-25-31

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Information with respect to the executive officers and directors of the Company
is set forth below:

Name                        Age               Company Positions and Offices
----                        ---               -----------------------------

Cory J. Coppage             39                President, Treasurer, Corporate
                                              Secretary, Director

Joe Lee                     62                Director


Jim Kreutz                  54                Director


BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS AND DIRECTORS

     Cory J. Coppage, President, Treasurer, Secretary and Director. Mr. Coppage,
38, joined the Company in 1996 and has served as president and director since
1998. During the period from 1998 to 2001, he was responsible for reducing
corporate liabilities in excess of $900,000, while re-positioning the Company
for merger and acquisition opportunities in fiscal 2002. He has twelve years of
business management experience working with various public and private
companies. From 1999 to 2001, he was secretary and director of SAN Holdings,
Inc. "SANZ" (formerly Citadel Environmental Group, Inc.), a publicly traded data
storage technology services business based in Castle Rock, CO with sales in
excess of $18,000,000. In 2000 and 2001, he served as secretary and consultant
to TangibleData, Inc., a publicly held digital content publishing and
distribution business based in Boulder, CO. From 1994 to 1998, he served as
secretary and director at American Consolidated Growth Corporation, a publicly
held investment holding company with staffing resource operations of $11,000,000
based in Denver, CO. From 1989 to 1994 he was a licensed property & casualty
insurance agent and field manager for Liability Insurance Operations Network,
Inc., and W.J. Plemons Insurance Agency of Atlanta, GA. Mr. Coppage has
expertise in the areas of business administration, marketing, investor relations
and early stage development of public companies. He holds a bachelors of science
degree in business administration from Regis University (1985).

<PAGE>

     Joe Lee, Director. Mr. Lee, 62, joined the Company as an outside member of
the board of directors in February, 2002. He is general manager of Universal
Management, Inc., a private company in Denver, CO. Mr. Lee has expertise in the
administration and management of independent colleges and schools, with a
special emphasis on financial and staff personnel management. He is a past
president and past commissioner of the Association of Independent Colleges and
Schools, and past chairman of the Denver Business College. From 1973 to 1982,
Mr. Lee owned and operated Parks College, Inc., formerly Parks School of
Business, in Denver, Colorado. From 1984 to 1986 he was chairman of Trend
Systems, Inc., where he supervised the operation of nine schools and three
branch campuses in the states of Washington and Oregon. Mr. Lee is also a
director of Prides Business College in Adelaide, South Australia.

     Jim Kreutz, Director. Mr. Kreutz, 54, joined the Company as an outside
member of the board of directors in February, 2002. Since 1975 he has been
president of James K. Kreutz and Associates P.C., a private law practice based
in Englewood, CO. From 1969 to 1975, he was the Assistant Attorney General of
the State of Colorado. From 1981 to 1988, he practiced law specializing in real
estate, commercial and business law in Douglas County, the fastest growing
county in the US at that time. Mr. Kreutz is active in numerous civic and
business organizations, including a Governor member appointment to the State
Board of Private Occupational Schools. He holds a juris doctorate from the South
Texas College of Law (1965).

     Compliance with Section 16(a) of the Securities Exchange Act of 1934.

     The following officers, directors and/or 10 percent shareholders of the
Company have filed late reports on Forms 3, 4 or 5 with respect to the number of
transactions indicated or have failed to file a required Form 3, 4 or 5 for the
period from October 1, 2001 to September 30, 2002, as indicated in the following
table:
                   Number of               Number of               Failure to
Name               Late Reports            Transactions            File a Report

No Late Reports         0                       0                       0


Compliance with Section 16(a) of the Securities Exchange Act of 1934.
---------------------------------------------------------------------

     Section 16(a) of the Securities Exchange Act requires the Company's
officers and directors and shareholders of more than ten percent of the
Company's capital stock to file reports of ownership and change in ownership
with the Securities and Exchange Commission (SEC) and the National Association
of Securities Dealers, Inc. Officers, directors and greater-than-ten-percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) reports they may file from time to time. Based solely upon
a review of the copies of ownership reports submitted to it, the Company
believes that, for the fiscal year ended September 30, 2002, the above officers
and directors of the Company filed ownership change reports, but such reports
were filed late.

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth information regarding the executive
compensation for the Company's President and each other executive officer whose
total annual salary and bonus exceeded $100,000 for the years ended September
30, 2002 and 2001:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                        LONG-TERM COMPENSATION
                                                   ----------------------------------
                            ANNUAL COMPENSATION          AWARDS       PAYOUTS
                          -----------------------  -----------------  -------
                                                           SECURITIES
                                                            UNDERLY-
                                           OTHER     RE-      ING               ALL
                                           ANNUAL  STRICTED OPTIONS/           OTHER
NAME AND PRINCIPAL                         COMPEN-  STOCK     SARs     LTIP    COMPEN-
     POSITION       YEAR  SALARY   BONUS   SATION  AWARD(S) (NUMBER)  PAYOUTS  SATION
------------------  ----  -------  -----   ------  -------- --------  -------  ------
<S>                <C>     <C>      <C>    <C>      <C>       <C>       <C>     <C>

Cory J. Coppage,   2002    $60,000  0      --       22,500    --       --       --
President          2001    $60,000  0      --       --        --       --       --

</TABLE>

     Effective October 1, 1999 the Company entered into a two-year consulting
agreement with Cory J. Coppage (a shareholder of the corporation) for $5,000 per
month plus expenses. Mr. Coppage may elect to be paid in cash or stock. In
addition, Mr. Coppage received 225,000 shares of Series 2000A Preferred Stock as
a signing bonus. The agreement may be renewed for two subsequent one-year
periods. The agreement was renewed for the 2002 year.

     During the years ended September 30, 2002 and 2001 the Company reimbursed
$7,820 and $6,570 in expenses pursuant to the agreement. Mr. Coppage's
consulting fees for fiscal year 2002 and 2001 have not been paid and are
included in accrued expenses on the balance sheet.

     The Company accrued $60,000 in compensation to the executive officers as a
group for services rendered to the Company in all capacities during the fiscal
year 2002. No one executive officer received, or has accrued for his benefit, in
excess of $60,000 for the year. No cash bonuses were or are to be paid to such
persons. There are currently no options outstanding under any of the Company's
employee incentive stock option plans and no options were granted during the
2002 fiscal year. There are no plans pursuant to which cash or non-cash
compensation was paid or distributed during the last fiscal year, or is proposed
to be paid or distributed in the future, to the executive officers of the
Company. No other compensation not described above was paid or distributed
during the last fiscal year to the executive officers of the Company. There are
no compensatory plans or arrangements, with respect to any executive officer of
the Company, which would result from the resignation, retirement or any other
termination of such individual's employment with the Company or from a change in
control of the Company or a change in the individual's responsibilities
following a change in control.

                        OPTION GRANTS IN LAST FISCAL YEAR
                               See Note 1. above.

                                INDIVIDUAL GRANTS
                                      None.

                 AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES
                                      None.

Director Compensation

     Employee directors do not receive any additional compensation for Board or
committee service. Non-employee directors are not compensated for each Board
meeting they attend, other than for the reimbursement of expenses.

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth information regarding the ownership of the
Company's equity securities by (i) each person known by the Company to own 5 %
or more of each class of equity securities, (ii) each officer and director of
the Company, and by (iii) all executive officers and directors as a group.

Name of                             Amount and Nature of
Beneficial Owner                         Ownership              Percent of Class
----------------                         ---------              ----------------

Cory J. Coppage                            926,164                     1.9%

Jim Kreutz                                       -                       -

Joe Lee                                          -                       -

NyCon Resources                         12,015,728                    24.1%

All Directors and Officers as a Group      926,164                     1.9%

     In addition to the ownership of the Company's common stock as set forth
above, the following table sets forth information regarding the ownership of the
Company's Series 2000A preferred stock by (i) each person known by the Company
to own 5 % or more of this class of securities, (ii) each officer and director
of the Company, and by (iii) all executive officers and directors as a group.

Name and Address of                    Amount and Nature of
Beneficial Owner                           Ownership (1)        Percent of Class
----------------                           -------------        ----------------

Cory J. Coppage                               245,204                16.4%
7255 E. Quincy Ave, Suite 550
Denver, CO  80237

NyCon Resources                               307,260                20.5%
12345 W. Alameda Parkway
Lakewood, CO 80220

Frank and Angela Barchella                    100,000                 6.7%
4312 Woodman Avenue
3rd Floor
Sherman Oaks, CA 91423

Randall Toig                                  107,670                 7.2%
680 Lakeshore Drive
Suite 830
Chicago, IL 60611

Arthur V. Adams Trust dtd 1997                100,870                 6.7%
3170 W. Sahara Avenue
Suite D-11
Las Vegas, NV 89102

Steve Moore                                   104,650                 7.0%
56312 Dearborn
Spokane, WA 99223

All Directors and Officers as a Group         245,204                16.4%

<PAGE>

     (1) Includes all preferred shares issued and outstanding. At September 30,
2002, there are 3,500,000 Series A preferred shares authorized, $1.00 par value,
of which none are issued and outstanding, and 1,500,000 Series 2000A preferred
shares authorized, $.001 par value, and 1,495,000 are issued and outstanding.
Each share of the Company's Series 2000A preferred stock is automatically
converted into one share of common stock at the earlier of (a) the closing of a
firm commitment underwritten public offering pursuant to an effective
registration statement, covering the offer and sale of shares of the Company's
common stock to the public with net proceeds to the Company of not less than $2
million, or (b) the consent of the holders of at least 66 2/3% of all
outstanding shares of the Preferred Stock. (See "Notes to Consolidated Financial
Statements" below).

     All ownership is beneficial and of record except as specifically indicated
otherwise. Beneficial owners listed above have sole voting and investment power
with respect to the shares shown unless otherwise indicated. Economic interest
is calculated by including shares directly owned and, in the case of individuals
and all directors and executive officers as a group, shares such individuals or
group are entitled to receive upon exercise of outstanding options exercisable
within 60 days of September 30, 2002. Beneficial ownership is calculated in
accordance with Section 13(d) of the Exchange Act and the rules promulgated
thereunder.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Except as noted below, there were no transactions exceeding $60,000 during
the last two years, or proposed transactions, in which the Company was, or is to
be a party, in which an officer, director, 5% of more shareholder or any
immediate family member thereof, had or is to have a direct or indirect material
interest. (See Note 6 in the Notes to Consolidated Financial Statements below
and the Company's Form 10-KSB for the fiscal period ending September 30, 2001,
and 2000, respectively).

                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1) and (a)(2) List of Financial Statements and Schedules
(a)(3) List of Exhibits (in accordance with Item 601 of Regulation S-B).

Exhibit Number         Description of Exhibit
--------------         ----------------------

3.1                    Articles of Incorporation of the Company*
3.2                    Bylaws of the Company**

* (Incorporated by reference to the Company's Form S-18 Registration Statement
of American Merger Control, Inc. filed with the Commission in 1986 and to the
Form 10-K for the fiscal year ended September 30, 1992 filed with the Commission
on or about March 10, 1993.)

** Previously filed under cover of Form 10-SB, filed June 15, 1993, SEC File No.
0-21914


<PAGE>




                                 AGTsports, Inc.
                          (A Development Stage Company)
                           September 30, 2002 and 2001
                                Denver, Colorado





                          Audited Financial Statements
                       At September 30, 2002 and 2001 and
                 for the Years then Ended and for the Cumulative
          Period from January 6, 1986 (inception) to September 30, 2002


                  (Together with Independent Auditors' Report)





                                       i
<PAGE>


                                    CONTENTS
                                    --------



INDEPENDENT AUDITORS' REPORT                                          F-1 - F-2

FINANCIAL STATEMENTS
   BALANCE SHEETS                                                        F-3

   STATEMENTS OF OPERATIONS                                           F-4 - F-5

   STATEMENTS OF CHANGES IN
     SHAREHOLDERS' EQUITY (DEFICIT)                                  F-6 - F-21

   STATEMENTS OF CASH FLOWS                                         F-22 - F-24

   NOTES TO FINANCIAL STATEMENTS                                    F-25 - F-31



                                       ii
<PAGE>


                          Independent Auditors' Report



     The Board of Directors
     AGTsports, Inc.
     Denver Colorado

     We have audited the accompanying balance sheets of AGTsports, Inc. (a
     development stage company) (the "Company") at September 30, 2002 and 2001,
     and the related statements of operations, changes in shareholders' equity
     (deficit), and cash flows for the years then ended and the fiscal 2002 and
     2001 amounts included in the cumulative amounts from January 6, 1986
     (inception) to September 30, 2002. These financial statements are the
     responsibility of the Company's management. Our responsibility is to
     express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
     standards of the United States of America. Those standards require that we
     plan and perform the audit to obtain reasonable assurance about whether the
     financial statements are free of material misstatement. An audit includes
     examining, on a test basis, evidence supporting the amounts and disclosures
     in the financial statements. An audit also includes assessing the
     accounting principles used and significant estimates made by management, as
     well as evaluating the overall financial statement presentation. We believe
     that our audits provide a reasonable basis for our opinion.

     In our opinion, the September 30, 2002 and 2001 financial statements
     referred to above present fairly, in all material respects, the financial
     position as of September 30, 2002 and 2001 and the results of operations
     and cash flows for the years then ended and the cumulative amounts from
     January 6, 1986 (inception) to September 30, 2002 in conformity with
     accounting principles generally accepted in the United States of America.


                                                                             F-1

<PAGE>


     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern. As discussed in Note 1 to the
     financial statements, the Company has sustained recurring losses from
     operations and has a shareholders' deficit and a working capital deficit
     which all raise substantial doubt about its ability to continue as a going
     concern. The financial statements do not include any adjustments that might
     result from the outcome of this uncertainty.

                                            /s/  BRIMMER, BUREK & KEELAN LLP
                                            -----------------------------------
                                                 BRIMMER, BUREK & KEELAN LLP


                                            Certified Public Accountants

December 10, 2002


                                                                             F-2

<PAGE>
<TABLE>
<CAPTION>

                                   AGTsports, Inc.
                            (A Development Stage Company)
                                   Balance Sheets
                             September 30, 2002 and 2001


                                       ASSETS
                                                            2002            2001
                                                        ------------    ------------
Current:
   <S>                                                  <C>             <C>
   Cash                                                 $     38,854    $      1,024
   Other receivables                                          37,500            --
                                                        ------------    ------------

          Total current assets                                76,354           1,024


Property and equipment, net                                    2,160           3,249
                                                        ------------    ------------

          Total assets                                  $     78,514    $      4,273
                                                        ============    ============


                       LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:

   Accounts payable                                     $     32,731    $     20,297
   Accrued expenses(approximately 99% paid to related
parties in 2002 and 2001 respectively)                       228,628         145,227
   Notes payable - current                                   113,217           9,168
                                                        ------------    ------------

          Total current liabilities                          374,576         174,692

Notes payable (less current portion)                            --              --
                                                        ------------    ------------

          Total liabilities                                  374,576         174,692

Shareholders' deficit:
   Convertible Preferred stock, $.001 par value;
     1,500,000 shares authorized;
     1,498,395 shares issued and outstanding (Note 5)          1,498           1,498
   Convertible Preferred stock, $1.00 par value;
     3,500,000 shares authorized;
     zero 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         (24,432,232)    (24,306,589)
                                                        ------------    ------------


          Total shareholders' deficit                       (296,062)       (170,419)
                                                        ------------    ------------

          Total liabilities and shareholders' deficit   $     78,514    $      4,273
                                                        ============    ============


Please read accompanying notes.                                                  F-3

<PAGE>


                                                AGTsports, Inc.
                                         (A Development Stage Company)
                                           Statements of Operations



                                                             Years Ended September 30,       January 6, 1986
                                                            ----------------------------   (Inception) Through
                                                                2002            2001        September 30, 2002
                                                            ------------    ------------    ------------------

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                             --             1,008         3,421,109
     Professional services(approximately 74% and 83%
        paid to related parties in 2002 and 2001)                 80,889          72,540          4,240,501
     General and administrative                                   39,824          33,154          3,544,686
     Depreciation and amortization                                 1,465             862          2,489,130
     Advertising                                                    --              --              306,112
     Contract services                                              --              --            4,985,397
     Cost of unsuccessful offering                                  --              --               56,860
     Travel and entertainment                                        580             164            919,681
     Territory reacquisition                                        --              --            1,465,075
                                                            ------------    ------------       ------------
          Total expenses                                         122,758         107,728         21,590,929
                                                            ------------    ------------       ------------

Preoperative loss                                               (122,758)       (107,728)       (17,684,495)

Other income (expenses):
     Interest income                                                --              --                1,081
     Rent income                                                    --              --               14,992
     Interest expense                                             (2,885)           (664)          (713,924)
     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                      (2,885)           (664)        (8,241,862)
                                                            ------------    ------------       ------------

Net loss before extraordinary items and
     provision for income taxes                                 (125,643)       (108,392)       (25,926,357)

Provision for income taxes                                          --              (390)         1,711,801
                                                            ------------    ------------       ------------
Loss before extraordinary items                                 (125,643)       (108,002)       (27,638,158)

Extraordinary items:
     Income tax benefit realized                                    --              --            1,812,911
     Debt forgiveness (net of $390 and $100,690 in income
        taxes for 2001 and 2000, respectively)                      --               610          1,164,319
     Debt forgiveness - AGTsports Australia Pty Ltd.                --              --              339,155
                                                            ------------    ------------       ------------

Net income (loss)                                           $   (125,643)   $   (107,392)      $(24,321,773)
                                                            ============    ============       ============


Please read accompanying notes.                                                                          F-4

<PAGE>

                                    AGTsports, Inc.
                             (A Development Stage Company)
                         Consolidated Statements of Operations



                                                          Years Ended September 30,
                                                        -----------------------------
                                                             2002            2001
                                                        -------------   -------------

Basic earnings per share
  Loss per common share before extraordinary items      $     (0.003)   $     (0.002)
  Extraordinary items per common share                          --              --
                                                        ------------    ------------
  Net income (loss) per common share                    $      (0.003)        (0.002)
                                                        ============    ============

  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      $     (0.003)   $     (0.002)
  Extraordinary items per common share                          --              --
                                                        ------------    ------------
  Net income (loss) per common share                    $     (0.003)   $     (0.002)
                                                        ============    ============

  Weighted-average shares of common stock outstanding     49,848,919      49,848,919
                                                        ============    ============


Please read accompanying notes.                                                 F-5

<PAGE>

                                     AGTsports, Inc.
                              (A Development Stage Company)

          Consolidated Statements of Changes in Shareholders' Equity (Deficit)

                                            Preferred Stock            Preferred Stock
                                           $1.00 par value            $.001 par value
                                         Number        Amount       Number        Amount
                                         ------        ------       ------        ------

Balance at January 6, 1986                    --     $     --           --      $     --

Balance at January 21, 1986                   --           --           --            --

   Common stock issued for cash               --           --           --            --
   Offering costs                             --           --           --            --

   Net loss                                   --           --           --            --
                                       ----------    ----------   ----------    ----------
Balance at September 30, 1986                 --           --           --            --
                                       ----------    ----------   ----------    ----------
   Net loss                                   --           --           --            --
                                       ----------    ----------   ----------    ----------
Balance at September 30, 1987                 --           --           --            --
                                       ----------    ----------   ----------    ----------
   Net loss                                   --           --           --            --
                                       ----------    ----------   ----------    ----------
Balance at September 30, 1988                 --           --           --            --
                                       ----------    ----------   ----------    ----------
   Common stock issued to acquire
   subsidiaries                               --           --           --            --

   Shares purchased by subsidiary             --           --           --            --
                                       ----------    ----------   ----------    ----------
Balance at September 30, 1989                 --           --           --            --
                                       ----------    ----------   ----------    ----------
   Common stock issued for services           --           --           --            --

   Common stock issued pursuant to
   debenture agreement                        --           --           --            --

   Common stock issued for
   investment in joint venture                --           --           --            --


                                                                                       F-6
<PAGE>

                                              AGTsports, Inc.
                                      (A Development Stage Company)

            Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)


                                                                                             Accumulated   Memorandum
                                               Common Stock        Additional                 During the      Total
                                             $.001 par value        Paid-In      Treasury    Development   Shareholders'
                                           Number       Amount      Capital        Stock        Stage    Equity (Deficit)
                                           ------       ------      -------        -----        -----    ----------------

Balance at January 6, 1986                    --     $     --     $     --      $     --     $     --      $     --

Balance at January 21, 1986                 30,000           30        5,970          --           --           6,000

   Common stock issued for cash             90,000           90      149,910          --           --         150,000
   Offering costs                             --           --         (7,257)         --           --          (7,257)

   Net loss                                   --           --           --            --         (5,247)       (5,247)
                                        ----------   ----------    ----------   ----------    ----------    ----------
Balance at September 30, 1986              120,000          120       148,623         --          (5,247)      143,496
                                        ----------   ----------    ----------   ----------    ----------    ----------
   Net loss                                   --           --           --            --         (44,583)      (44,583)
                                        ----------   ----------    ----------   ----------    ----------    ----------
Balance at September 30, 1987              120,000          120       148,623         --         (49,830)       98,913
                                        ----------   ----------    ----------   ----------    ----------    ----------
   Net loss                                   --           --           --            --         (98,913)      (98,913)
                                        ----------   ----------    ----------   ----------    ----------    ----------
Balance at September 30, 1988              120,000          120       148,623         --        (148,743)         --
                                        ----------   ----------    ----------   ----------    ----------    ----------
   Common stock issued to acquire
   subsidiaries                             99,943          100     5,534,840         --          (8,824)    5,526,116

   Shares purchased by subsidiary             --           --           --         (25,112)         --         (25,112)
                                        ----------   ----------    ----------   ----------    ----------    ----------
Balance at September 30, 1989              219,943          220     5,683,463      (25,112)     (157,567)    5,501,004
                                        ----------   ----------    ----------   ----------    ----------    ----------
   Common stock issued for services         14,801           15       167,231         --            --         167,246

   Common stock issued pursuant to
   debenture agreement                      60,000           60       649,940         --            --         650,000

   Common stock issued for
   investment in joint venture              34,500           35       381,815         --            --         381,850


                                                                                                                     F-7
<PAGE>

                                    AGTsports, Inc.
                            (A Development Stage Company)

    Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                            Preferred Stock            Preferred Stock
                                           $1.00 par value            $.001 par value
                                         Number        Amount       Number        Amount
                                         ------        ------       ------        ------
   Common stock issued for
   professional services                  --              --           --            --

   Common stock issued to settle
   litigation                             --              --           --            --

   Treasury stock activity                --              --           --            --

   Net loss                               --              --           --            --
                                       -------         -------       ------        ------
Balance at September 30, 1990             --              --           --            --
                                       -------         -------       ------        ------
   Common stock issued to settle
   litigation                             --              --           --            --

   Common stock issued to acquire
   intangible assets                      --              --           --            --

   Distribution declared pursuant to
   January 28, 1991 contract              --              --           --            --

   Net income                             --              --           --            --
                                       -------         -------       ------        ------
Balance at September 30, 1991             --              --           --            --
                                       -------         -------       ------        ------
   Common stock issued for cash           --              --           --            --

   Common stock issued for services       --              --           --            --

   Common stock issued to acquire
   intangible assets                      --              --           --            --

   Common stock issued through
   private placement                      --              --           --            --


                                                                                       F-8

<PAGE>

                                            AGTsports, Inc.
                                      (A Development Stage Company)

                Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)


                                                                                              Accumulated    Memorandum
                                              Common Stock         Additional                 During the       Total
                                            $.001 par value         Paid-In       Treasury    Development    Shareholders'
                                           Number       Amount      Capital        Stock        Stage      Equity (Deficit)
                                           ------       ------      -------        -----        -----      ----------------
   Common Stock issued for
   professional services                   60,000           60       649,940          --           --         650,000

   Common stock issued to settle
   litigation                               4,055            3        44,735          --           --          44,738

   Treasury stock activity                   --           --            --          25,112         --          25,112


   Net loss                                  --           --            --            --     (5,783,853)   (5,783,853)
                                       ----------   ----------    ----------    ----------   ----------    ----------
Balance at September 30, 1990             393,299          393     7,577,124          --     (5,941,420)    1,636,097
                                       ----------   ----------    ----------    ----------   ----------    ----------
   Common stock issued to settle
   litigation                               3,000            3        39,147          --           --          39,150

   Common stock issued to acquire
   intangible assets                    1,585,194        1,585     2,376,206          --           --       2,377,791

   Distribution declared pursuant to
   January 28, 1991 contcact                 --           --      (6,142,907)         --           --      (6,142,907)

   Net income                                --           --            --            --      4,545,160     4,545,160
                                       ----------   ----------    ----------    ----------   ----------    ----------
Balance at September 30, 1991           1,981,493        1,981     3,849,570          --     (1,396,260)    2,455,291
                                       ----------   ----------    ----------    ----------   ----------    ----------
   Common stock issued for cash           200,000          200       199,800          --           --         200,000

   Common stock issued for services       447,250          447       590,303          --           --         590,750

   Common stock issued to acquire
   intangible assets                      330,000          330       329,670          --           --         330,000

   Common stock issued through
   private placement                       42,750           43        85,457          --           --          85,500


                                                                                                                    F-9
<PAGE>
                                    AGTsports, Inc.
                              (A Development Stage Company)

        Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                                 Preferred Stock            Preferred Stock
                                                 $1.00 par value            $.001 par value
                                              Number        Amount       Number        Amount
                                              ------        ------       ------        ------

   Net loss                                       --            --            --            --
                                           -----------   -----------   -----------   -----------
Balance at September 30, 1992                     --            --            --            --
                                           -----------   -----------   -----------   -----------
   Common stock issued for cash                   --            --            --            --

   Common stock issued for services               --            --            --            --

   Common stock issued to settle
   litigation                                     --            --            --            --

   Common stock issued to former
   BBBC stockholder                               --            --            --            --

   Common stock issued to acquire
   assets                                         --            --            --            --

   Preferred stock issued to treasury        1,000,000     4,000,000          --            --

   Cancellation of distribution declared          --            --            --            --

   Net loss                                       --            --            --            --
                                           -----------   -----------   -----------   -----------
Balance at September 30, 1993                1,000,000     4,000,000          --            --
                                           -----------   -----------   -----------   -----------
   Common stock issued for cash                   --            --            --            --

   Common stock issued for services               --            --            --            --

   Common stock issued to settle
   obligations                                    --            --            --            --

   Common stock issued to acquire
   software                                       --            --            --            --


                                                                                            F-10
<PAGE>

                                             AGTsports, Inc.
                                       (A Development Stage Company)

                 Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                                                                                      Accumulated    Memorandum
                                                 Common Stock            Additional                   During the       Total
                                                $.001 par value           Paid-In      Treasury      Development    Shareholders'
                                              Number        Amount        Capital        Stock          Stage      Equity (Deficit)
                                              ------        ------        -------        -----          -----      ----------------

   Net loss                                       --            --            --             --       (1,267,987)    (1,267,987)
                                           -----------   -----------    -----------    -----------    -----------    -----------
Balance at September 30, 1992                3,001,493         3,001      5,054,800           --       (2,664,247)     2,393,554
                                           -----------   -----------    -----------    -----------    -----------    -----------
   Common stock issued for cash                263,000           263        516,737           --             --          517,000

   Common stock issued for services            166,916           167        277,097           --             --          277,264

   Common stock issued to settle
   litigation                                   76,379            77        106,836           --             --          106,913

   Common stock issued to former
   BBBC stockholder                            161,401           161           (161)          --             --             --

   Common stock issued to acquire
   assets                                      200,000           200        199,800           --             --          200,000

   Preferred stock issued to treasury             --            --             --       (4,000,000)          --             --

   Cancellation of distribution declared          --            --        6,142,907           --             --        6,142,907

   Net loss                                       --            --             --             --       (7,620,061)    (7,620,061)
                                           -----------   -----------    -----------    -----------    -----------    -----------
Balance at September 30, 1993                3,869,189          3,869    12,298,016     (4,000,000)   (10,284,308)     2,017,577
                                           -----------   -----------    -----------    -----------    -----------    -----------
   Common stock issued for cash                 80,871            81        153,620           --             --          153,701

   Common stock issued for services            907,237           907      1,901,355           --             --        1,902,262

   Common stock issued to settle
   obligations                                 305,827           306        522,139           --             --          522,445

   Common stock issued to acquire
   software                                     33,000            33         58,955           --             --           58,988


                                                                                                                              F-11
<PAGE>

                                            AGTsports, Inc.
                                      (A Development Stage Company)

                Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                             Preferred Stock              Preferred Stock
                                             $1.00 par value              $.001 par value
                                          Number        Amount          Number        Amount
                                          ------        ------          ------        ------

   Treasury stock activity                    --             --             --            --

   Net loss                                   --             --             --            --
                                       -----------    -----------    -----------   -----------
Balance at September 30, 1994            1,000,000      4,000,000           --            --
                                       -----------    -----------    -----------   -----------
   Common stock issued for cash               --             --             --            --

   Common stock issued for services           --             --             --            --

   Common stock issued for debt
   settlement with employees                  --             --             --            --

   Common stock issued for debt
   and obligation settlement                  --             --             --            --

   Common stock issued for territory
   acquisition                                --             --             --            --

   Common stock issued for VAST
   joint venture                              --             --             --            --

   Return of preferred shares per
   AMGC settlement                      (1,000,000)    (4,000,000)          --            --

   Treasury stock activity                    --             --             --            --

   Net loss                                   --             --             --            --
                                       -----------    -----------    -----------   -----------
Balance at September 30, 1995                 --             --             --            --
                                       -----------    -----------    -----------   -----------
   Other                                      --             --             --            --

   Common stock issued for cash               --             --             --            --

                                                                                            F-12
<PAGE>

                                    AGTsports, Inc.
                              (A Development Stage Company)

        Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                                                                                     Accumulated    Memorandum
                                           Common Stock            Additional                        During the       Total
                                          $.001 par value           Paid-In           Treasury      Development    Shareholders'
                                        Number        Amount        Capital             Stock          Stage      Equity (Deficit)
                                        ------        ------        -------             -----          -----      ----------------

   Treasury stock activity                    --             --             --           (6,860)          --           (6,860)

   Net loss                                   --             --             --             --       (3,783,365)    (3,783,365)
                                       -----------    -----------    -----------    -----------    -----------    -----------
Balance at September 30, 1994            5,196,124          5,196     14,934,085     (4,006,860)   (14,067,673)       864,748
                                       -----------    -----------    -----------    -----------    -----------    -----------
   Common stock issued for cash          1,122,200          1,122        596,078           --             --          597,200

   Common stock issued for services      1,539,875          1,540      1,396,402           --             --        1,397,942

   Common stock issued for debt
   settlement with employees             2,186,023          2,186      1,167,322           --             --        1,169,508

   Common stock issued for debt
   and obligation settlement               310,750            311        168,060           --             --          168,371

   Common stock issued for territory
   acquisition                             225,000            225        129,850           --             --          130,075

   Common stock issued for VAST
   joint venture                           700,000            700        867,300           --             --          868,000

   Return of preferred shares per
   AMGC settlement                            --             --             --             --             --       (4,000,000)

   Treasury stock activity                (749,000)          (749)    (3,999,251)     3,990,140           --           (9,860)

   Net loss                                   --             --             --             --       (5,216,415)    (5,216,415)
                                       -----------    -----------    -----------    -----------    -----------    -----------
Balance at September 30, 1995           10,530,972         10,531     15,259,846        (16,720)   (19,284,088)    (4,030,431)
                                       -----------    -----------    -----------    -----------    -----------    -----------
   Other                                      --             --           56,250           --             --           56,250

   Common stock issued for cash          2,599,855          2,600        609,650           --             --          612,250


                                                                                                                           F-13
<PAGE>
                                             AGTsports, Inc.
                                      (A Development Stage Company)

                Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                             Preferred Stock              Preferred Stock
                                             $1.00 par value              $.001 par value
                                          Number        Amount          Number        Amount
                                          ------        ------          ------        ------

   Common stock issued for services            --            --            --            --

   Common stock issued to Global
   Links, Ltd. in October 1995
   pursuant to prior settlement with
   AMGC                                        --            --            --            --

   Common stock issued for debt
   obligation settlement                       --            --            --            --

   Common stock issued for debt
   settlement with employees                   --            --            --            --

   Net loss                                    --            --            --            --
                                        -----------   -----------   -----------   -----------
Balance at September 30, 1996                  --            --            --            --
                                        -----------   -----------   -----------   -----------
   Common stock issued for cash                --            --            --            --

   Common stock issued in
   connection with the exercise of
   stock options                               --            --            --            --

   Commissions paid in common
   stock in connection with common
   stock sales                                 --            --            --            --

   Common stock returned to
   Company in connection with
   settlement of VAST joint venture            --            --            --            --

   Preferred stock issued for
   settlement of notes payable and in
   exchange for common stock              1,000,000     1,000,000          --            --

                                                                                        F-14
<PAGE>

                                    AGTsports, Inc.
                              (A Development Stage Company)

        Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                                                                                        Accumulated    Memorandum
                                              Common Stock            Additional                        During the       Total
                                             $.001 par value           Paid-In           Treasury      Development    Shareholders'
                                           Number        Amount        Capital             Stock          Stage     Equity (Deficit)
                                           ------        ------        -------             -----          -----     ----------------

   Common stock issued for services      1,824,102          1,824        963,285           --             --          965,109

   Common stock issued to Global
   Links, Ltd. in October 1995
   pursuant to prior settlement with
   AMGC                                   7,850,000          7,850      3,180,439           --             --        3,188,289

   Common stock issued for debt
   obligation settlement                    104,966            105        103,485           --             --          103,590

   Common stock issued for debt
   settlement with employees              1,020,701          1,021        742,505           --             --          743,526

   Net loss                                    --             --             --             --       (3,776,475)    (3,776,475)
                                        -----------    -----------    -----------    -----------    -----------    -----------
Balance at September 30, 1996            23,930,596         23,931     20,915,460        (16,720)   (23,060,563)    (2,137,892)
                                        -----------    -----------    -----------    -----------    -----------    -----------
   Common stock issued for cash           1,795,800          1,796        445,144           --             --          446,940

   Common stock issued in
   connection with the exercise of
   stock options                            536,000            536         53,827           --             --           54,363

   Commissions paid in common
   stock in connection with common
   stock sales                               60,000             60            (60)          --             --             --

   Common stock returned to
   Company in connection with
   settlement of VAST joint venture        (700,000)          (700)      (118,650)          --             --         (119,350)

   Preferred stock issued for
   settlement of notes payable and in
   exchange for common stock             (6,850,000)        (6,850)      (835,650)          --             --          157,500


                                                                                                                            F-15
<PAGE>

                                 AGTsports, Inc.
                          (A Development Stage Company)

 Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                             Preferred Stock              Preferred Stock
                                             $1.00 par value              $.001 par value
                                          Number        Amount          Number        Amount
                                          ------        ------          ------        ------
   Common stock issued for
   settlement of note payable and
   accrued interest                           --            --            --            --

   Common stock issued to purchase
   of royalty rights                          --            --            --            --

   Common stock issued in
   connection with acquisitions               --            --            --            --

   Common stock issued for services           --            --            --            --

   Common stock issued in
   connection with settlement of
   accrued liabilities                        --            --            --            --

   Preferred stock dividends                  --            --            --            --

   Net loss                                   --            --            --            --
                                       -----------   -----------   -----------   -----------
Balance at September 30, 1997            1,000,000     1,000,000          --            --
                                       -----------   -----------   -----------   -----------
   Common stock issued for services           --            --            --            --

   Common stock issued  to settle
   debt obligation                            --            --            --            --

   Common stock issued for cash               --            --            --            --

   Common stock returned to Company
   in settlement of SWSI acquisition          --            --            --            --

   Preferred stock dividends                  --            --            --            --

                                                                                        F-16
<PAGE>

                                    AGTsports, Inc.
                              (A Development Stage Company)

        Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                                                                                    Accumulated    Memorandum
                                              Common Stock            Additional                    During the       Total
                                             $.001 par value           Paid-In       Treasury      Development    Shareholders'
                                           Number        Amount        Capital         Stock          Stage     Equity (Deficit)
                                           ------        ------        -------         -----          -----     ----------------
   Common stock issued for
   settlement of note payable and
   accrued interest                      3,000,000         3,000     1,102,179          --             --        1,105,179

   Common stock issued to purchase
   of royalty rights                       500,000           500       124,500          --             --          125,000

   Common stock issued in
   connection with acquisitions          1,245,647         1,246       173,634          --             --          174,880

   Common stock issued for services      1,021,747         1,021        94,324          --             --           95,345

   Common stock issued in
   connection with settlement of
   accrued liabilities                     332,157           332        54,769          --             --           55,101

   Preferred stock dividends                  --            --            --            --          (12,000)       (12,000)

   Net loss                                   --            --            --            --         (648,256)      (648,256)
                                       -----------   -----------   -----------   -----------    -----------    -----------
Balance at September 30, 1997           24,871,947        24,872    22,009,477       (16,720)   (23,720,819)      (703,190)
                                       -----------   -----------   -----------   -----------    -----------    -----------
   Common stock issued for services        263,785           264        50,282          --             --           50,546

   Common stock issued  to settle
   debt obligation                         331,194           331        57,628          --             --           57,959


   Common stock issued for cash          2,087,800         2,088       275,506          --             --          277,594

   Common stock returned to Company
   in settlement of SWSI acquisition          --            --            --            (739)          --             (739)

   Preferred stock dividends                  --            --            --            --          (36,000)       (36,000)


                                                                                                                        F-17
<PAGE>
                                 AGTsports, Inc.
                          (A Development Stage Company)

 Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                               Preferred Stock              Preferred Stock
                                               $1.00 par value              $.001 par value
                                            Number        Amount          Number        Amount
                                            ------        ------          ------        ------

   Net loss                                     --             --             --            --
                                         -----------    -----------    -----------   -----------
Balance at 9/30/98                         1,000,000      1,000,000           --            --
                                         -----------    -----------    -----------   -----------
   Preferred stock dividends                    --             --             --            --

   Net loss                                     --             --             --            --
                                         -----------    -----------    -----------   -----------
Balance at 9/30/99                         1,000,000      1,000,000           --            --
                                         -----------    -----------    -----------   -----------
   Conversion of preferred stock to
   common stock                           (1,000,000)    (1,000,000)          --            --

   Preferred stock dividends                    --             --             --            --

   Common stock issued to satisfy
   debt                                         --             --             --            --

   Common stock issued to satisfy
   shareholder claims                           --             --             --            --

   Common stock issued to satisfy
   accounts payable                             --             --             --            --

   Preferred stock issued to
   satisfy accounts payable                     --             --           19,100            19

   Preferred stock issued to
   satisfy notes payable                        --             --          835,316           835

   Preferred stock issued for services          --             --          237,500           238

   Preferred stock issued to
   satisfy shareholder claims                   --             --          102,479           402


                                                                                              F-18
<PAGE>

                                    AGTsports, Inc.
                              (A Development Stage Company)

        Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)

                                                                                                     Accumulated    Memorandum
                                              Common Stock            Additional                    During the       Total
                                             $.001 par value          Paid--In       Treasury      Development    Shareholders'
                                           Number        Amount        Capital         Stock          Stage     Equity (Deficit)
                                           ------        ------        -------         -----          -----     ---------------

   Net loss                                     --             --             --            --         (336,535)      (336,535)
                                         -----------    -----------    -----------   -----------    -----------    -----------
Balance at 9/30/98                        27,554,726         27,555     22,392,893       (17,459)   (24,093,354)      (690,365)
                                         -----------    -----------    -----------   -----------    -----------    -----------
   Preferred stock dividends                    --             --             --            --          (36,000)       (36,000)

   Net loss                                     --             --             --            --          (94,352)       (94,352)
                                         -----------    -----------    -----------   -----------    -----------    -----------
Balance at 9/30/99                        27,554,726         27,555     22,392,893       (17,459)   (24,223,706)      (820,717)
                                         -----------    -----------    -----------   -----------    -----------    -----------
   Conversion of preferred stock to
   common stock                            8,850,000          8,850        990,150          --             --           (1,000)

   Preferred stock dividends                    --             --             --            --           (9,000)        (9,000)

   Common stock issued to satisfy
   debt                                   12,444,193         12,440        521,025          --             --          533,465

   Common stock issued to satisfy
   shareholder claims                        925,000            925         30,225           --            --           31,150

   Common stock issued to satisfy
   accounts payable                           75,000             75          3,453          --             --            3,528

   Preferred stock issued to
   satisfy accounts payable                     --             --            1,891          --             --            1,910

   Preferred stock issued to
   satisfy notes payable                        --             --           82,696          --             --           83,531

   Preferred stock issued for services          --             --           23,513          --             --           23,751

   Preferred stock issued to
   satisfy shareholder claims                   --             --           39,845          --             --           40,247


                                                                                                                            F-19
<PAGE>

                                 AGTsports, Inc.
                          (A Development Stage Company)

Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Continued)


                                Preferred Stock              Preferred Stock
                                $1.00 par value              $.001 par value
                             Number        Amount          Number        Amount
                             ------        ------          ------        ------

   Treasury stock retired          --            --            --            --

   Net income                      --            --            --            --
                            -----------   -----------   -----------   -----------
Balance at 9/30/00                 --            --       1,494,395         1,494
                            -----------   -----------   -----------   -----------

   Preferred stock issued
   satisfy accounts payable        --            --           5,000             5

   Preferred stock issued
   for services                    --            --           9,000             9

   Preferred stock cancelled                                (10,000)          (10)

   Net loss                        --            --            --            --
                            -----------   -----------   -----------   -----------

Balance at 9/30/01                 --      $     --       1,498,395         1,498
                            -----------   -----------   -----------   -----------

   Net loss                        --            --            --            --
                            -----------   -----------   -----------   -----------

Balance at 9/30/02                 --      $     --       1,498,395         1,498
                            ===========   ===========   ===========   ===========


                                                                                      Accumulated    Memorandum
                                   Common Stock            Additional                 During the       Total
                                  $.001 par value           Paid-In       Treasury   Development    Shareholders'
                                Number        Amount        Capital         Stock       Stage     Equity (Deficit)
                                ------        ------        -------         -----       -----     ---------------

   Treasury stock retired          --            --            --          17,459       (17,459)          --

   Net income                      --            --            --            --          50,968         50,968
                            -----------   -----------   -----------   -----------   -----------    -----------
Balance at 9/30/00           49,848,919        49,845    24,085,691          --     (24,199,197)       (62,167)
                            -----------   -----------   -----------   -----------   -----------    -----------

   Preferred stock issued
   satisfy accounts payable        --            --              45          --            --               50

   Preferred stock issued
   for services                    --            --              81          --            --               90

   Preferred stock cancelled                                   (990)                                    (1,000)

   Net loss                        --            --            --            --        (107,392)      (107,392)
                            -----------   -----------   -----------   -----------   -----------    -----------

Balance at 9/30/01           49,848,919        49,845   $24,084,827   $      --    $(24,307,589)   $  (170,419)
                            -----------   -----------   -----------   -----------   -----------    -----------

   Net loss                        --            --            --            --        (125,643)      (125,643)
                            -----------   -----------   -----------   -----------   -----------    -----------

Balance at 9/30/02           49,848,919        49,845   $24,084,827   $      --    $(24,432,232)   $  (296,062)
                            ===========   ===========   ===========   ===========  ============    ===========


Please read accompanying notes.
                                                                                                           F-20
<PAGE>

                                              AGTsports, Inc.
                                       (A Development Stage Company)

                   Consolidated Statements of Changes in Shareholders' Equity (Deficit)


                                                      Memorandum                                       Total
                                                         Total        Unrealized      Cumulative    Shareholders'
                                                     Shareholders'     Holding        Translation      Equity
                                                    Equity (Deficit)     Gain         Adjustment      (Deficit)
                                                    ---------------  -------------   -------------   -----------

Balance at January 6, 1986                            $      --      $        --     $        --     $      --
                                                      ===========    =============   =============   ===========

Balance at September 30, 1986                         $   143,496    $        --     $        --     $   143,496
                                                      ===========    =============   =============   ===========

Balance at September 30, 1987                         $    98,913    $        --     $        --     $    98,913
                                                      ===========    =============   =============   ===========

Balance at September 30, 1988                         $      --      $        --     $        --     $      --
                                                      ===========    =============   =============   ===========

Balance at September 30, 1989                         $ 5,501,004    $        --     $        --     $ 5,501,004
                                                      ===========    =============   =============   ===========

Balance at September 30, 1990                         $ 1,636,097    $        --     $        --     $ 1,636,097
                                                      ===========    =============   =============   ===========

Balance at September 30, 1991                         $ 2,455,291    $        --     $        --     $ 2,455,291
                                                      ===========    =============   =============   ===========

Balance at September 30, 1992                         $ 2,393,554    $        --     $        --     $ 2,393,554
                                                      ===========    =============   =============   ===========

Balance at September 30, 1993                         $ 2,017,577    $        --     $        --     $ 2,017,577
                                                      ===========    =============   =============   ===========

Memorandum total shareholders' equity                 $   864,748    $        --     $        --     $   864,748
     Unrealized holding gain                                 --          1,660,517            --       1,660,517
     Unrealized loss - foreign currency translation          --               --            (8,893)       (8,893)
                                                      -----------    -------------   -------------   -----------

Balance at September 30, 1994                         $   864,748    $   1,660,517   $      (8,893)  $ 2,516,372
                                                      ===========    =============   =============   ===========

Memorandum total shareholders' deficit                $(4,030,431)   $        --     $        --     $(4,030,431)
     Unrealized loss - foreign currency translation          --               --           (11,191)      (11,191)
                                                      -----------    -------------   -------------   -----------

Balance at September 30, 1995                         $(4,030,431)   $        --     $     (11,191)  $(4,041,622)
                                                      ===========    =============   =============   ===========

Memorandum total shareholders' deficit                $(2,137,892)   $        --     $        --     $(2,137,892)
     Unrealized loss - foreign currency translation          --               --           (16,823)      (16,823)
                                                      -----------    -------------   -------------   -----------

Balance at September 30, 1996                         $(2,137,892)   $        --     $     (16,823)  $(2,154,715)
                                                      ===========    =============   -------------   ===========

Balance at September 30, 1997                         $  (703,190)   $        --     $        --     $  (703,190)
                                                      ===========    =============   =============   ===========

Balance at September 30, 1998                         $  (690,365)   $        --     $        --     $  (690,365)
                                                      ===========    =============   =============   ===========

Balance at September 30, 1999                         $  (820,717)   $        --     $        --     $  (820,717)
                                                      ===========    =============   =============   ===========

Balance at September 30, 2000                         $   (62,167)   $        --     $        --     $   (62,167)
                                                      ===========    =============   =============   ===========

Balance at September 30, 2001                         $  (170,419)   $        --     $        --     $  (170,419)
                                                      ===========    =============   =============   ===========

Balance at September 30, 2002                         $  (296,062)   $        --     $        --     $  (296,062)
                                                      ===========    =============   =============   ===========


Please read accompanying notes.                                                                              F-21
<PAGE>

                                              AGT SPORTS, INC.
                                        (A Development Stage Company)
                                          Statements of Cash Flows

                                                                                             Period from
                                                                                           January 6, 1986
                                                                     Years Ended           (Inception) to
                                                                    September 30,             September
                                                            ----------------------------    ------------
                                                                2002            2001            2002
                                                            ------------    ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                           $   (125,643)   $   (107,392)   $(24,321,773)
Adjustments to reconcile net income (loss)
  to net cash provided by (used in) operating activities:
    Depreciation and amortization                                  1,466             862       2,489,131
    Loss (gain) on disposal of assets                               --              --        (2,565,391)
    Loss on purchase of royalty rights                              --              --           125,000
    Loss on purchase of subsidiaries                                --              --           442,419
    Loss on sale of investments                                     --              --            35,072
    Loss on equity securities                                       --              --         4,973,015
    Write-down of investments to market                             --              --         3,567,629
    Debt forgiven                                                   --              --        (1,348,014)
    Territory management                                            --              --           205,000
    Territory sales/reacquisition                                   --              --           482,586
    Stock options                                                   --              --            56,250
    Equity in loss of joint venture                                 --              --           748,650
    Common stock issued for software                                --              --            58,988
    Common stock issued for services                                --              --         6,103,015
    Common stock issued for obligations                             --              --         2,744,293
    Preferred stock cancelled                                       --            (1,000)         (1,000)
    Preferred issued stock for services                             --                90          23,841
    Preferred issued stock for settlement expenses                  --                50          40,297
    Decrease (increase) in accounts receivable                      --              --          (329,229)
    Decrease in other assets                                        --              --            74,055
    Increase (decrease) in accounts payable
      and accrued expenses                                        95,835          88,265       1,369,167
                                                            ------------    ------------    ------------
  Net cash provided by (used in) operating activities            (28,342)        (19,125)     (5,026,999)
                                                            ------------    ------------    ------------

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)                                (451)           (287)        157,154
    Preferred stock dividends paid in cash                          --              --            (6,000)
    Advances on notes payable                                     67,000           7,000         804,534
                                                            ------------    ------------    ------------
  Net cash provided by (used in) financing activities             66,549           6,713       4,801,383
                                                            ------------    ------------    ------------


Please read accompanying notes.                                                                       F-22

<PAGE>

                                               AGT SPORTS, INC.
                                         (A Development Stage Company)
                                           Statements of Cash Flows
                                                                                               Period from
                                                                                             January 6, 1986
                                                                       Years Ended           (Inception) to
                                                                      September 30,             September
                                                                -------------------------      -----------

                                                                   2002          2001             2002
                                                                -----------   -----------      -----------

Net increase (decrease) in cash                                 $    37,830   $   (15,523)     $    38,854
Cash at beginning of year                                             1,024        16,547             --
                                                                -----------   -----------      -----------
Cash at end of year                                             $    38,854   $     1,024      $    38,854
                                                                ===========   ===========      ===========

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                                               --     $       140      $     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
                                                                ===========   ===========      ===========
   Preferred stock dividends included in accounts payable       $      --     $      --        $    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
                                                                ===========   ===========      ===========
   Other receivable from the issuance of notes payable          $    37,500   $      --        $   107,500
                                                                ===========   ===========      ===========

Please read accompanying notes.                                                                         F-23

</TABLE>
<PAGE>


                                AGT SPORTS, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows



                                                             Years Ended
                                                            September 30,
                                                       ------------------------
                                                          2002           2001
                                                       ---------      ---------

Supplemental information:

   Interest paid                                       $     152      $     411
                                                       =========      =========
   Taxes paid                                          $    --        $    --
                                                       =========      =========





Please read accompanying notes.                                             F-24


<PAGE>

                                 AGTsports, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2002 and 2001


NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES

Description of Business

AGT Sports, Inc. (the "Company") is in the development stage. The Company has
not commenced principal operations and has not sold significant products.
Revenue in prior periods resulted from preoperative product tests, which were
unsuccessful and terminated prior to the commencement of planned principal
operations. The Company was incorporated under the laws of the state of Colorado
on January 6, 1986 as American Merger Control, Inc. In 1990, the Company changed
its name to Ultratech Knowledge Systems, Inc., and in 1993 the Company changed
its name again to AGTsports, Inc. (AGT). During the fiscal years ended September
30, 1991 and through September 30, 1998, the Company's business plan was to
pursue providing technological and software services to golf and related
industries. In 1998, the Company abandoned this business plan. Management of the
Company is now pursuing other alternatives such as possible business
combinations with other entities.

Summary of Significant Accounting Policies

A summary of the significant accounting policies used in preparing the
accompanying financial statements follows:

Basis of Presentation

The accompanying 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 before extraordinary items of
$125,643 and $108,002 for the years ended September 30, 2002 and 2001,
respectively. At September 30, 2002 and 2001, the Company has a net working
capital deficit of $298,222 and $173,668 respectively, and a shareholders'
deficit of $296,062 and $170,419 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.

                                                                            F-25
<PAGE>

                                 AGTsports, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2002 and 2001


NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES (Continued)

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements.
Estimates also affect the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates, however
management does not believe these differences would have a material effect on
operating results.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short
term, highly liquid investments with maturities of three months or less to be
cash equivalents.

Property and Equipment

The cost of property and equipment is depreciated over the estimated useful
lives of the related assets. Depreciation is computed using the double declining
method for financial reporting purposes and income tax purposes.

Revenue Recognition

Revenue is recognized when services are rendered or when computer software
products are delivered.

Stock-Based Compensation

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," encourages, but does not require companies to record compensation
cost for stock-based employee compensation plans at fair value. The Company has
chosen to account for stock-based compensation using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations. Accordingly, compensation
cost for stock options is measured as the excess, if any, of the quoted market
price of the Company's stock at the date of the grant over the amount an
employee must pay to acquire the stock.

Fair Value of Financial Statement Instruments

The estimated fair value of amounts reported in the financial statements have
been determined by using available market information and appropriate valuation
methodologies. The carrying values of assets and liabilities approximate their
fair values either because of their short-term nature or based upon their
interest rates, which approximate market interest rates.

                                                                            F-26
<PAGE>

                                 AGTsports, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2002 and 2001


NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES (Continued)

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the carrying amounts of
existing assets and liabilities measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

Comprehensive Income

Financial Accounting Standards No. 130 establishes standards for reporting
comprehensive income which is defined as the change in equity of an enterprise
except those resulting from stockholder transactions. All components of
comprehensive income are required to be reported in the income statement. The
Company adopted this standard effective October 1, 1998. During 2002 and 2001,
the Company did not engage in any transactions required to be reported under
this new Standard.

Loss Per Share

Loss per common share has been computed based upon the weighted-average number
of shares outstanding during the period. The Company's preferred stock and
options are common stock equivalents. These securities are antidilutive for the
years ended September 30, 2002 and 2001 and therefore fully diluted earnings per
share equals basic earnings per share.

NOTE 2 -RELATED PARTY TRANSACTIONS

Effective October 1, 1999 the Company entered into a two-year consulting
agreement with Cory J. Coppage (a shareholder of the corporation) for $5,000 per
month plus expenses. Mr. Coppage may elect to be paid in cash or stock. In
addition, Mr. Coppage received 225,000 shares of Series 2000A Preferred Stock as
a signing bonus. The agreement may be renewed for two subsequent one-year
periods. The agreement was renewed for the 2002 year.

During the years ended September 30, 2002 and 2001 the Company reimbursed $7,820
and $6,570 in expenses pursuant to the agreement. Mr. Coppage's consulting fees
for fiscal year 2002 and 2001 have not been paid and are included in accrued
expenses on the balance sheet.

                                                                            F-27
<PAGE>

                                 AGTsports, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2002 and 2001


NOTE 3 - PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

                                                           2002         2001
                                                         ---------    ---------
         Equipment                                       $   4,688    $   4,311

         Accumulated depreciation                           (2,528)      (1,062)
                                                         ---------    ---------

         Property and equipment, net                     $   2,160    $   3,249
                                                         =========    =========

NOTE 4 - NOTES PAYABLE

Notes payable consist of the following:
                                                              2002         2001
                                                         ---------    ---------
         Unsecured notes payable due on demand
           Interest at 10%. Various maturity dates
           through September 2003                        $ 111,500    $   7,000

         Other                                                --          2,168
                                                         ---------    ---------

         Total notes payable                               111,500        9,168
         Less current portion                              111,500        9,168
                                                         ---------    ---------

         Total long-term debt                            $    --      $    --
                                                         =========    =========

Four of the unsecured notes payable totaling $3,000 in principal are in default
as of September 30, 2002. The notes call for a default interest rate of 14%. The
default was caused by the notes not being repaid by the maturity date.

NOTE 5 - PREFERRED STOCK

On August 28, 2000 the board of directors authorized the issuance of 1,500,000
shares of "Series 2000A" convertible preferred stock with a par value of $.001
per share. Approximately 1,495,000 shares were issued in connection with the
settlement of accounts and notes payable. The shareholders of these preferred
shares are entitled to a preference in liquidation of ten cents per share. These
preferred shareholders also receive dividends on a pro-rata basis with common
stockholders. No dividends were paid during the years ended September 30, 2002
and 2001. Each share is convertible at the option of the shareholder to one
share of common stock. In addition, the shares will automatically convert to
common shares upon the closing of a firm commitment underwritten public offering
with net proceeds in excess of $2,000,000 or a vote of two-thirds of the
preferred shareholders.

                                                                            F-28
<PAGE>

                                 AGTsports, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2002 and 2001


NOTE 6 - STOCK BASED COMPENSATION AND STOCK OPTIONS

On August 29, 1996 the Company's Board of Directors approved a director stock
option plan whereby 417,964 shares of common stock were reserved for grant to
members of the board of directors. The exercise price will be the average stock
price during the twenty trading days immediately preceding the grant. No common
stock options were granted in connection with this plan during the years ended
September 30, 2002 and 2001.

In addition, the Company has stock option plans under which certain key
employees may be granted options to purchase shares of Company common stock
which are exercisable at market value at the date of grant. Options generally
vest immediately and either have no expiration date or expire five years from
the date of the grant.

The Company applies APB Opinion 25 and related interpretations in accounting for
its plans. Accordingly, compensation costs are recognized as the difference
between the exercise price of each option and the market price of the Company's
stock at the date of grant. No compensation costs were charged to income in 2002
and 2001. Had compensation for the Company's stock option plans been determined
based on the fair value at the grant dates for awards under those plans
consistent with the method of FASB Statement 123, the Company's net income would
not have changed.

During fiscal 1997 certain purchasers of common stock were granted options to
purchase one share of common stock for each dollar invested. Such options expire
five years from the date of grant and are exercisable at 50% of the market value
of the common stock on the day of exercise. In addition, 175,000 options were
issued to the selling shareholders of TTA. Such options are exercisable at $1
per share. At September 30, 2002, 123,500 options are outstanding with respect
to options granted in connection with certain 1997 common stock sales and to the
selling shareholders of TTA.

                                                                            F-29
<PAGE>

                                 AGTsports, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2002 and 2001


NOTE 7 - INCOME TAXES

During the year ended September 30, 2001, the Company used prior net operating
losses to offset income reported for the fiscal year. The Company realized
approximately $1,000 of income, as the result of debts forgiven by various
creditors. The taxes associated with this income (approximately $390) were
offset by the current period loss from operations. Therefore, the Company has no
income tax liability for the years ended September 30, 2002 or 2001.

The Company has a deferred tax asset as the result of temporary differences
attributable to the carry forward of prior year net operating losses. The tax
asset represents the future taxes that will be offset by reducing future income
by the net operating losses. The following schedule shows the balance of the
deferred tax asset

                                                    2002               2001
                                                 -----------        -----------
     Deferred tax assets:
      Net operating loss carryovers              $ 4,879,382        $ 4,872,226
                                                 -----------        -----------

     Total gross deferred tax assets               4,879,382          4,872,226

     Less valuation allowance                     (4,879,382)        (4,872,226)
                                                 -----------        -----------

     Net deferred tax assets                     $      --          $      --
                                                 ===========        ===========

A valuation allowance has been established to reduce the deferred tax assets to
an amount that management believes will ultimately be realized. Realization of
deferred tax assets is dependent upon sufficient future taxable income during
the period that temporary differences and carryovers are expected to be
available to reduce taxable income. Based on the Company's history of operating
losses and expectations for the future, management believes sufficient
uncertainty exists regarding the realizability of these items and therefore a
valuation allowance has been provided to reduce the tax asset to its net
realizable value.

                                                                            F-30
<PAGE>

                                 AGTsports, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2002 and 2001


NOTE 7 - INCOME TAXES (Continued)

At September 30, 2002, the Company has net operating loss carryovers for tax
reporting purposes totaling approximately $23,030,000. These carryovers will
expire in the following fiscal years:

     Fiscal Year                                              Amount
     -----------                                              ------

     2004                                                  $  1,325,000
     2006                                                     1,182,000
     2007                                                     7,590,000
     2008                                                     3,789,000
     2009                                                     5,206,000
     2010                                                     3,026,000
     2011                                                        92,000
     2012                                                       492,000
     2013                                                        95,000
     2020                                                       107,000
     2021                                                       126,000
                                                           ------------

                                                           $ 23,030,000
                                                           ============


                                                                            F-31