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, 1996
                         Commission File Number 0-21914

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

          Colorado                                         84-1165916
    ----------------------                      -----------------------------
   (State of incorporation)                    (I.R.S. Employer Identification
                                                               No.)

           5082 East Hampden Avenue, Suite 234, Denver, Colorado 80222
           -----------------------------------------------------------
               (Address of principle executive offices) (Zip Code)


                                 (303) 220-8686
                  ---------------------------------------------
                 (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: $61,176.

     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, 1996,  was  $3,872,308.  A total of  15,489,232
shares were owned by non-affiliates as of September 30, 1996.

     The  number of shares of Common  Stock,  $.001 par  value,  outstanding  on
September 30, 1996 was 23,950,596 shares. Transitional Small Business Disclosure
(check one): Yes___ No _X_

                       Documents Incorporated by Reference
                                      None.


<PAGE>


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



                                       2

<PAGE>

                                     PART I

Item 1.  Description of Business.
-------  ------------------------

     AGTsports,  Inc. (the "Company" or "AGT") is a U.S.  public company engaged
in the development and marketing of computer  software  technologies and related
technology  products and services for the golf and  recreation  industries.  The
business  of the Issuer is divided  into four  categories:  1)  development  and
marketing of golf course  management  software,  with a special  emphasis on tee
times  reservations  systems,  2) the LPGA scoring  system,  3) golf  technology
products,  and 4) consulting services for the golf industry. The common stock of
the Company is traded under the symbol "AGTP" on the Electronic  Bulletin Board,
NASDAQ (OTC-BB).

     The  Company  was  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 1991 to 1993, the Company operated as
Ultratech Knowledge Systems, Inc., dba AGTsports,  Inc., thereafter the name was
officially changed to AGTsports, Inc. During prior years, AGT was engaged in the
research  and  development  of "the Golf Players  System  Network," a tournament
management and statistical  analysis system. This system,  together with several
related golf software products, was under development during the years from 1991
to 1995. (See the Company's Form 10-KSB, September 30, 1995).

     In fiscal 1996, despite several advances in the development of AGT software
products,  the Company was unable to  successfully  bring its products to market
and experienced  significant financial  difficulties resulting in a major change
in the business  focus and  management  of the Company.  Pursuant to an internal
restructuring  plan  authorized  in  May  of  1996,  the  Company  acquired  new
management,  divested itself of  non-producing  assets,  and terminated  certain
former business activities outside of the United States.  Management re-directed
the business of the Company to pursue  several  "niche"  markets within the golf
and recreation industries. These markets and the Company's participation therein
are discussed in greater detail below. (See Part I - "Business of Issuer").

     In fiscal 1995, the Company secured an exclusive  agreement with the Ladies
Professional Golf Association  (LPGA) to become the Official  Technology Partner
of  the  LPGA.   This  role  has   allowed  AGT  to  provide  the  LPGA  with  a
state-of-the-art  computer  system at their new  headquarters  in Daytona Beach,
Florida.  The Company has developed  significant  business  relationships  which
management   believes  will  afford  AGT  with  material  future  marketing  and
distribution opportunities.  AGT has also developed an electronic scoring system
to be  utilized at  tournament  events.  Designed to become the LPGA's  official
scoring system,  the system was successfully  tested and utilized at twenty (20)
LPGA-sanctioned tournament events in fiscal 1996.

     As of September 30, 1996, the Company had a working  capital  deficiency of
$2,203,044  and a  stockholders  deficit of  $2,050,294.  Although  the  Company
continues to  experience  lack of adequate  funding to fully pursue its business
objectives,  following  the  recent  completion  of the  internal  restructuring
efforts and  assuming  new  sources of  financing  will be secured,  the Company
believes it will be able to successfully meet all of its current obligations.

                                       3
<PAGE>

Investments

     In fiscal  1996,  the  Company  held a fifty  percent  interest  and active
investment in Vision Applied Sports  Technology  (VAST),  a joint venture with a
South African technology company. VAST is engaged in the development,  marketing
and  sales  of the  "Handwedge,"  a  hand-held  golf  improvement  and  distance
measuring device for golfers.  The "Handwedge" is substantially  complete in its
development  phase  and  will be  introduced  to the golf  community  at the PGA
Merchandising Show to be held on January 24 - 27th, 1997 in Orlando, Florida.

     Subsequent to fiscal year ended  September 30, 1996,  the Company  acquired
Tee Times of America, Inc., (TTA) of Dallas, Texas, and 100% of the assets of JM
Golf,  Inc., of Denver,  Colorado.  TTA owns proprietary  tee-times  reservation
system  technology  and has installed its TTRS software at numerous golf courses
throughout  the United States,  including  such notables as Arnold  Palmer's Bay
Hill, and the Hyatt's Bear Creek. JM Golf, Inc. has completed development of the
"Micro-Caddie,"  a  cart-mounted  distance  measuring  device for golfers.  (See
"Business of Issuer" and "Subsequent Events" below).

     As reported  in the  Company's  Form 10-K for fiscal  year ended 1995,  the
Company  entered  into a joint  venture  agreement  with Global  Links  Trading,
Limited,   ("GLT")  a  computer  software  licensing   company.   The  agreement
transferred certain non-U.S. contracts and resources relating to reservation tee
times systems to GLT in exchange for an overriding royalty of 15% on gross sales
of certain GLT  products.  For the fiscal year ending  September  30, 1996,  GLT
produced no sales  relating to the Company's  joint venture  agreement with GLT.
The agreement carries no expense to the Company.  Pending further development of
GLT  products  and  markets,  management  can provide no  assurance  GLT will be
successful  in its  business  plan or in  achieving  sales which would result in
material royalty payments to the Company.

     Due to the  recurring  loss  history of the  Company  and  considering  the
limited  number of sources of new funding for working  capital,  the auditors of
the Company have raised significant doubts as to the abilities of the Company to
continue as a going concern.

Business of Issuer

     The business of the Issuer is divided into four categories:  1) development
and marketing of golf course management software, with a special emphasis on tee
times reservations  systems,  2) the LPGA scoring system, 3) technology products
for the golf industry, and 4) consulting services for the golf industry.

Services and Products of AGT

     AGT is a  national  provider  of  reservation  tee  times  systems  to golf
courses,  associations,   golf  leagues,  corporations  and  individual  golfers
throughout the United States.  The system is made up of several component parts:
computer software and services,  information access and support,  and individual
products for specific applications.  In addition, AGT is the Official Technology
Partner of the U.S. LPGA,  providing  scoring for sanctioned  golf  tournaments.
During its most  recent  fiscal  year,  the  Company  scored 20  LPGA-sanctioned
tournaments,  representing over 8,560 rounds of professional golf. In developing
the LPGA scoring  system,  AGT has created a state of the art  wireless  scoring
system that allows real time  scoring of  tournament  events.  The Company  then
assists  in  providing  the  information  and  results  to  scoring   officials,
television  and other media  outlets  and to LPGA  hospitality  facilities.

                                       4

<PAGE>

     The Company also provides  technical  and back-up golf support  services in
programming,  designing, engineering and accounting-related functions. Hand-held
golf improvement devices represent another important area of product development
for the Company. Taken together, the services provided by AGT can be viewed as a
spectrum  ranging  from  traditional  computer-related  services to  value-added
alternative technology solutions.

     Opportunities  for growth are greatly enhanced by expanding the AGT product
line in order to  diversify  and  penetrate  new  market  segments.  This can be
accomplished with TTRS, Point-of-Sale, Inventory Control, Tournament Management,
Handicapping  and other market  segments.  In fiscal 1997,  the Company plans to
analyze each of these market segments in-depth in order to determine which areas
may represent optimal growth opportunities.

     AGT has  established a  computerized  golf course  management  system.  The
centerpiece  of this  technology is AGT's TTRS  software,  which provides a cost
effective solution for golf courses who spend extraordinary  administrative time
and  resources  managing  tee-times   reservations.   These  courses  are  often
continually  over-booked,  with busy telephone lines,  repetitive "the course is
full" telephone answering messages and other problems. The Company's software is
designed to  automate  the entire  tee-times  reservation  process,  to increase
management  time where it is more  effectively  spent and to reduce  unnecessary
functions  where needed.  The software is installed by AGT support staff to help
control overhead costs and to improve profitability.

     AGT is headed by Mr. B. Mack  DeVine,  Chairman and CEO and Mr. Gary Crews,
President,  who have established  satellite executive offices for the Company in
Tampa, Florida and Tulsa, Oklahoma,  respectively.  AGT also maintains executive
offices in  Denver,  Colorado,  with  local  affiliated  legal,  accounting  and
technical support services. (See "Biographical Data" and "Properties").

Markets of AGT

     The U.S.  golf  market  consists of over  16,000  golf  courses  serving an
estimated 25 million golfers  annually.  Independent  industry  sources estimate
over 80 million tee times  reservations were made in 1995, with approximately 20
million of these successfully completed utilizing automated reservation systems.
Industry  analysts  have  noted the golf  market has  lagged  behind  most other
industries  in  adopting  computerized  systems.  However,  demand  for (and the
acceptance of) automated TTR systems in golf is growing steadily;  driven by the
need for an efficient  and  sometimes  impartial  method of  recording  tee-time
reservations  by golf  course  managers.  At the same  time,  Point-of-Sale  and
Inventory  Control  modules  are needed to help  facilitate  the  reporting  and
collection of green fees, cash sales and merchandise  related  information.  The
Company's goal for these and other applications is to computerize and ultimately
automate  all of the manual  systems  which Pro Shops  utilize in their  current
operations.

     Golf  represents a $20 billion  industry in the U.S. In recent  years,  the
industry  has  experienced  consistent  growth at an annual  rate of 11% or more
prior to 1994,  at which time the number of new  golfers  and rounds  played per
year appeared to level off. In 1994,  there were over 450 million rounds of golf
played,  which  increased  by 5.5% in 1995,  as  reported by the  National  Golf
Foundation.  As a result, the Company believes the opportunity for marketing and
sales of AGT services  and  products is greater  than ever  before.  By securing
strategic alliances and merger  opportunities with other software and technology
developers,  the Company plans to be a dominant  force in the U.S. golf software
and automation industry.

                                       5

<PAGE>


Distribution Methods of Company's Services

     AGT plans to become a market  leader in the U.S. TTRS industry by targeting
golf course  reservations,  which are the  lifeblood of golf course  operations.
Through marketing and sales of AGT computer  software  technologies and systems,
the Company's  objective is to create a continuing  stream of revenue built upon
fees generated from each individual round of golf played.  Ancillary income will
be derived from internet tee times  reservations,  credit card processing  fees,
advertising  revenues,  marketing of products endorsed by professional  golfers,
licensing  contracts through third party companies and from the sale of software
modules  developed  internally.  Subsequent  to fiscal  1996,  the  Company  has
acquired or plans to acquire private  companies who are similarly engaged in the
development  of  golf  course  management  software,   specifically,  tee  times
reservations systems. (See "Subsequent Events" below).

     The Company  promotes a philosophy of developing and maintaining  long term
relationships  with its clients,  striving to achieve high levels of performance
and customer  satisfaction  to attract and retain  local,  regional and national
accounts.  The Company  continues to explore growth  opportunities to expand its
existing  service  offerings,  develop  additional  skill  classes and enter new
markets by selectively expanding its operations through targeted acquisitions.

     Prominent industry sources such as the National Golf Foundation's Directory
of Golf have  reported  extensively  on the ongoing  trend to establish  central
reservation services for booking golf tee-times in large metropolitan cities and
resort  destinations.  Daily fee  courses  are  seeking  to join  together  in a
centralized reservation alliance to promote their area as a golf destination. As
a result,  golf  courses are  seeking one vendor that offers a fully  integrated
product line with internet access.

     In order to become the market leader,  AGT plans to achieve  superiority in
its product  development and to have the ability to create  strategic  alliances
with other  software  vendors  in the  marketplace.  The  Company  believes  the
popularity of Windows-based systems will mandate this as the future platform for
tee-times reservation systems. In conjunction with these trends,  management has
adopted  plans to target  and  acquire  smaller  companies  for the  purpose  of
expanding  AGT's market  presence in fiscal  1997.  The profile for such targets
includes  businesses  with  core  TTRS  accounts  and  operating  TTRS  systems.
Management  believes such  acquisitions  can be made without  excessive  capital
outlay utilizing existing AGT resources management and personnel.

Competitive Business Conditions

     Demographically,   the  U.S.  tee  times  reservation  industry  is  highly
fragmented, with an estimated 30 to 40 private firms operating over 20 different
technology systems.  The size of these companies is typically  relatively small;
with most  companies  employing  fewer than 10 people and producing  revenues of
less than $1,000,000 annually.  Despite the considerable  competition,  smaller,
well-managed  companies,  especially those with a specialized focus, can succeed
on a local or regional basis.

     Currently,   three  software  companies  competing  for  dominance  in  the
Automated Tee Times business are: AGTsports, Inc., G.D.I.S. and Fairway Systems.
New competitors appear to be entering the market rapidly,  which has contributed
to lower prices and decreased profit margins. Many industry analysts such as the
National Golf  Foundation  agree that the popularity of the sport is increasing,
thereby enticing more people to enter the marketplace and making it difficult to
track existing competition.

     Three   significant   competitive   factors   are:    standardization   and
user-friendliness of the systems and products, pricing, and customer service and
support. The Company recognizes that a standard hardware  configuration for TTRS

                                       6

<PAGE>

systems  has yet to be  established  within  the  TTRS  industry.  Additionally,
pricing,  network  access fees and  transaction  fees remain  unresolved  as the
technologies  continue to evolve.  For most companies,  major obstacles  include
lack of sufficient  development  capital and  knowledge of the rapidly  changing
technologies.

     The tee-times  reservation business remains an emerging industry and is, as
such, still relatively undefined.  It parallels the computer software technology
services industry in that it is also highly fragmented, with few large companies
operating  on a  national  level.  AGT  believes  all  segments  within the golf
industry  are  experiencing  a  trend  toward  consolidation.  The  Company  has
implemented  new  strategies  to help adapt to the changing  marketplace  and to
position AGT as a leader in this trend via acquisition of targeted TTRS and golf
software companies.

Subsequent Events

     On January 11, 1997, the Company acquired Tee Times of America, Inc. (TTA),
a tee-times  reservation company located in Dallas,  Texas. TTA owns proprietary
tee-times  reservation  system technology and has installed its TTRS software at
numerous golf courses  throughout the United States,  including such notables as
Arnold  Palmer's  Bay Hill,  and the Hyatt's  Bear Creek.  The  acquisition  was
completed for payment in cash and shares of the Company's issued and outstanding
common stock. In conjunction  with the  acquisition,  Mr. Kyle D. Ragsdale,  TTA
President,  accepted a management  position  with the Company and entered into a
five year  employment  agreement to assist AGT in achieving its future  business
objectives.

     On Janaury 11, 1997,  the Company  purchased 100% of the assets of JM Golf,
Inc.,  of  Littleton,  Colorado.  JM Golf,  Inc.  has  developed a  cart-mounted
distance measuring device for golfers called the "Micro-Caddie." The acquisition
was  completed  for payment in shares of the  Company's  issued and  outstanding
common stock.

     On November 1, 1996,  Mr.  Gary W. Crews  joined the Company as  President.
(See "Biographical Information" below).

Compliance with Government Regulations

     The   operations  of  AGT  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, 1996,
AGT fully complies with the terms of this legislation as a U.S. employer.

Research and Development Costs

     As of September 30, 1996,  the Company is not engaged in material  research
and development  activities and has not incurred  related  material R&D costs in
the prior two fiscal periods.

Trademarks and Trade Names.

     The Company owns the following trademarks: The Golf Players System, Players
Merit,  Course  Merit,  and Company  Logos.  The Company  also holds a number of
copyrights  and  licenses  covering  different  versions and modules of The Golf
Players System.

                                       7
<PAGE>

Compliance with Environmental Laws and Regulations

     The  Company  does not believe  that it is subject to any local,  state and
federal  statutory and  regulatory  requirements  with respect to  environmental
safety.

Employees

     During the period ending  September  30, 1996,  the Company had 7 full time
employees,  none of these  employees are  represented by any Union or collective
bargaining  group and there is no prior  history of any strikes,  slow-downs  or
other labor  disputes.  The  Company is highly  dependent  on several  full time
employees.   (See  "Directors  and  Executive   Officers  of  the  Registrant  -
Biographical Information").

International Operations

     During fiscal 1996,  the Company  terminated  certain  business  activities
outside the  continental  U.S.,  with the  exception  of the VAST joint  venture
agreement with a South African technology company.  (See the Company's Form 10-K
for fiscal 1995). At present, the Company conducts operations only in the United
States.

Item 2.  Properties
-------  ----------

     During fiscal 1996,  the Company  leased office space located at 6890 South
Tuscon Way, Suite 202, in Englewood,  Colorado. The lease was terminated in July
of 1996.  In August and  September,  1996,  the  Company  established  satellite
executive  offices with acting Chairman,  Mr. B. Mack DeVine in Tampa,  Florida,
whose  mailing  address is: P.O. Box 620,  Tampa,  FL 33601,  and with  incoming
President, Mr. Gary W. Crews, in Tulsa, Oklahoma, whose mailing address is: 5320
E. 89th Place,  Tulsa,  OK, 74137.  The mailing address and telephone number for
the Company's Colorado office are: 5082 East Hampden Avenue,  Suite 234, Denver,
CO 80222,  (303)  220-8686.  No rent expense has been or is being charged to the
Company for the use of these facilities.

     Total rent expense  charged to operations for the years ended September 30,
1995 and 1996 was $70,495 and $17,552,  respectively.  The Company  maintains no
operating leases as of September 30, 1996.


Item 3.  Legal Proceedings
-------  -----------------

     On  September  30,  1996,  the Company was  dismissed  as a defendant  from
Display  Group,  LLC  vs.  AGTsports,  Inc.  and  American  Consolidated  Growth
Corporation, Civil Action No. 96-CV-1560, Division 5 of Arapahoe County District
Court,  in the State of Colorado.  The suit sought alleged damages and repayment
of a specific collateral debenture in the amount of $2,175,000 related to former
business transactions between the Company and third parties in 1990.

     As of the date of the filing of this  report,  the Company has not been the
subject of any material legal proceedings other than as described above.

                                       8

<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------

     During  fiscal  year  ended  September  30,  1996,  there  were no  matters
submitted to a vote of the Stockholders.


                                     Part II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters
-------  ---------------------------------------------------------------------

Market Information

     The Company's  common stock,  par value $.001 per share ("Common Stock") is
traded in the over-the-counter  market, NASDAQ, (OTC-BB) under the stock trading
symbol "AGTP."



                                                               (1) Bid
                                                                   ---
          Quarter Ending            (2)     High            (3)    Low
          --------------                    ----                   ---
          September 30, 1996           $    0.37                   .25
          June 30, 1996                     0.37                   .25
          March 31, 1996                    0.25                   .18
          December 31, 1995                 0.44                   .37
          September 30, 1995                2.78                  1.87
          June 30, 1995                     1.15                  0.75
          March 31, 1995                    2.50                  1.50
          December 31, 1994                 2.62                  2.25
          September 30, 1994                4.75                  4.25 (4)

(1) Such over-the-counter market quotations reflect inter-dealer prices, without
any retail markup,  markdown,  or commission and may not  necessarily  represent
actual transactions.

(2)(3) At the time of this report,  the only activities in the Company's trading
Common  stock,  of which the  Company is aware,  is by  Broker/Dealers  known as
wholesalers.  Consequently,  there has been little or no retail trading activity
in the Company's securities during the fiscal year ended September 30, 1996. The
quotes shown above were arrived at by averaging the bid and the ask price in the
marketplace  during these  periods and are provided for  informational  purposes
only. The Company believes these quotes to be estimates and therefore should not
be relied upon for investment purposes.

(4) In May of 1993, the Company reverse-split its common stock 10 for 1.

Holders of Record

     As of September 30, 1996,  there were  approximately  976  shareholders  of
record of Common Stock.

Dividends

     For the fiscal years 1994,  1995 and 1996,  no dividends  were  declared or
issued by the  Company.  Due to  insufficient  capital  resources  and  earnings
generated from  operations  during these years,  the Company has been limited in
its ability to declare or issue  dividends.  There are no contractual or written
limitations  concerning the Company's declaration of dividends in the by-laws or
records of the Company.

                                       9

<PAGE>



Item 6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations
--------------------------------------------------------------------------------

     In the fiscal year ending  September  30,  1996,  revenues  were $61,176 as
compared to the year ending  September 30, 1995 of $625,170.  Following a change
in management and the termination of former unprofitable  business activities of
the Company,  net loss decreased from $5,216,415 in fiscal 1995 to a net loss of
$3,615,804  in fiscal 1996.  For the year ended  September  30, 1996,  operating
expenses were $2,754,762 and interest expenses totaled $100,830. In fiscal 1996,
the Company experienced a net non-recurring loss of $75,772 resulting from costs
associated  with the  write  down and  liquidation  of  certain  assets  and the
internal  restructuring  of the  Company.  The  Company  incurred  a loss on the
disposal  of  miscellaneous   assets  of  $295,337.   The  Company   experienced
significant legal, accounting and other related costs which are included in both
discontinued and continuing operations.

     As of September 30, 1996,  the major internal  restructuring  measures have
been successfully  completed.  These efforts included a change in the management
of the Company, the write down and liquidation of all non-performing assets, the
resolution  of  numerous   outstanding   business  matters,   the  reduction  or
elimination of  significant  portions of short term debt and the adoption of new
measures designed to increase working capital and revenues.

     In the opinion of management,  the Company has progressed  significantly as
compared to the period  ending  September  30,  1995.  The  Company  assisted in
providing new working capital and management  support to alleviate certain debts
and to improve its operations.

     Subsequent  to fiscal year 1996,  on January 11, 1997 the Company  acquired
Tee Times of America, Inc., (TTA) of Dallas, Texas, and 100% of the assets of JM
Golf,  Inc., of Denver,  Colorado.  The  acquisitions  are  anticipated  to help
increase revenues and  profitability on a going-forward  basis. AGT will utilize
the new tee times  technology  of TTA to increase  market  share and to complete
targeted acquisitions of local and regional tee times reservation  businesses in
fiscal 1997.  Although no assurance  can be provided that  acquisitions  will be
made or AGT future  sales will  increase,  in the  opinion  of  management,  the
Company's  performance  in  fiscal  1997  will be  favorably  impacted  by these
acquisitions  and  other  improvements  in the  operation  and  business  of the
Company.

     During  fiscal  1996,  the Company has been able to  successfully  continue
operations,  to reposition itself in the marketplace,  to acquire new management
and consulting expertise and to improve its marketing  strategies.  All of these
efforts have been made for the purpose of  increasing  shareholders'  equity and
profitability on a going forward basis.

     The foregoing discussion contains certain forward-looking statements within
the meaning of Section 27A of the  Securities Act of 1933 and Section 21E of the
Securities  Exchange  Act of 1934,  which are intended to be covered by the safe
harbors created thereby.  These  statements  include the plans and objectives of
management for future  operations,  including  plans and objectives  relating to
development  of new business and  predictions  concerning the results of various
legal  proceedings  as  discussed  in Item  3.  The  forward-looking  statements
included herein are based on current  expectations  that involve  numerous risks
and uncertainties.  Assumptions related to the foregoing involve judgements with
respect  to,  among  other  things,  future  economic,  competitive  and  market
conditions  and  future  business  decisions,  all of  which  are  difficult  or
impossible to predict accurately and many of which are beyond the control of the
Company.  Although the Company  believes  that the  assumptions  underlying  the

                                       10

<PAGE>

forward-looking  statements  are  reasonable,  any of the  assumptions  could be
innaccurate and,  therefore,  there can be no assurance that the forward-looking
statements  included in this Form 10-KSB will prove to be accurate.  In light of
the  significant  uncertainties  inherent  in  the  forward-looking   statements
included herein,  the inclusion of such information  should not be regarded as a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.

In fiscal 1995, the Securities  and Exchange  Commission  began a formal private
investigation   regarding   AGTsports,   Inc.  The  SEC  order  authorizing  the
investigation  and subsequent  investigative  efforts seem to focus upon,  among
other things,  the accuracy of public  statements  made by or about the Company,
the price at which the stock of the Company has traded, and whether the stock of
the Company was sold in violation of the registration  provisions of the federal
securities  laws.  However,  no  assurances  can be given that the Company has a
complete or accurate  understanding of the scope of the inquiry. As of September
30, 1996, the  investigation  continues and the Company is cooperating  with the
SEC. No  prediction  or  assurances  can be given  regarding the outcome of this
inquiry.

Liquidity and Capital Resources

     Cash and cash  equivalent's  balance on  September  30,  1996 was  $65,806.
Current assets were $65,806 and current  liabilities  were  $2,218,850.  Current
ratios for the year ending  September  30, 1996 were .03 to 1 as compared to .01
to 1 the previous year. There was a significant change in working capital during
fiscal year 1996 due mainly to the change in the business  focus of the Company.
As of  September  30,  1996,  the Company had a working  capital  deficiency  of
$2,203,044 and a stockholders deficit of $2,050,294 which includes non-recurring
losses of $75,772 sustained in fiscal 1995 due to the write down and liquidation
of certain non-performing assets of the Company.

     Assuming the business of the Company continues to experience  positive cash
flow and to be  profitable  on a going forward basis and provided new sources of
outside financing are secured,  Management  believes the Company will be able to
successfully meet all of its current obligations.  However, no assurances can be
given the Company will be successful in these endeavors.

Material Commitments for Capital Expenditures

     As of  September  30,  1996,  the Company has no material  commitments  for
capital  expenditures.  The Company anticipates material capital expenditures in
fiscal 1997 with respect to acquisitions and the LPGA operations.

Unfavorable Trends or Uncertainties

     The  business  of AGT may be  subject  to  various  unfavorable  trends  or
uncertainties   such  as  increased   competition  in  the  marketplace,   rapid
consolidation of the reservation tee times industry and/or a significant decline
the  health  of the  U.S.  economy.  The  Company  may  also  be  affected  by 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.


                                       11

<PAGE>

Seasonal Aspects Bearing Upon Operations

     AGT is not subject to seasonal  fluctuations  in its  business  cycle which
have a material impact on operations. Concerning the scoring of LPGA events, the
Company is subject to a normal  decrease in  activities  upon  conclusion of the
Tour in November. However, in the opinion of management, this does not represent
a material impact on the total operations and TTRS activities of the Company.

Item 7.  Financial Statements and Supplementary Data
-------  -------------------------------------------

     This  response  is  submitted  as a separate  section of this  report  (see
Consolidated Financial Statements Pages F-1 to F-23).

Item 8.    Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure
--------------------------------------------------------------------------------

     There have been no disagreements with the Company's independent accountants
on accounting or financial disclosure.

                                    Part III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------------------------------------

         As of September 30, 1996,  the Executive  Officers and Directors of the
Company, their ages and positions held in the Company were as follows:

Name                          Age               Positions held
----                          ---               --------------

B. Mack DeVine                 51                Acting Chairman and CEO

Gary W. Crews                  42                Acting President*

Cory J. Coppage                33                Secretary

Joe E. Lee                     62                Director

Louis F. Coppage               59                Director

* Mr. Crews formally  accepted his nomination as President  subsequent to fiscal
1996,  on November 1, 1996.  Directors of the Company  serve for a term of three
years and will be formally  nominated at the Company's annual meeting to be held
at a future  date yet to be  announced.  If elected at the annual  meeting,  the
directors  will serve until their  successors  are duly elected and qualified or
until their earlier resignation or removal.

Biographical Information

B. Mack DeVine - Acting Chairman and CEO

Mr. Devine,  51, was nominated as acting Chairman and Chief Executive Officer of
the Company at a special meeting of the Board of Directors held on May 13, 1996.


                                       12
<PAGE>

Pursuant to the terms of a five year services agreement  authorized by the Board
in August of 1996,  Mr.  DeVine will assume the full time duties of Chairman and
Chief Executive Officer of the Company effective January 1, 1997. Mr. DeVine has
more than twenty  years  experience  in both the public and  private  sectors as
chief  executive  officer  and/or  president  of operating  companies  listed on
NASDAQ, AMEX and NYSE. He is an experienced  turnaround specialist for companies
facing financial  distress or bankruptcy and has successfully  directed numerous
Chapter  11  reorganizations.  Since  1989  he has  been  the  CEO of  DeVine  &
Associates,  Inc., a company providing management consulting services to clients
in the Southeast  United  States.  From 1988 to 1989, he was CEO,  President and
Director of Devco Petroleum Company,  Inc., where he directed  operations of ten
convenience store/petroleum outlets with annual revenues of over $10,000,000 and
approximately fifty employees.  From 1982 to 1988, Mr. DeVine was Chairman,  CEO
and President of Key Energy Enterprises,  Inc., an $80,000,000 convenience store
company  with 800  employees  and  operations  located in the  Southeast  United
States.  He was also President and Director of American  Agronomics  Corporation
from 1976 to 1982, where he was responsible for the turnaround and restructuring
of a  $200,000,000  vertically  integrated  citrus  company.  Prior to 1976, Mr.
DeVine held  positions as Chief  Financial  Officer of  companies  such as Great
Southern  Equipment  Company,   Automatic   Merchandising,   Inc.,  and  Bay-Con
Industries,  Inc.  He was  first  lieutenant  in the U.S.  Army and is a private
pilot.

Gary W. Crews - President

Mr. Crews,  42, was nominated as incoming  President of the Company in August of
1996 and formally accepted the position subsequent to fiscal 1996 on November 1,
1996.  From 1995 to present,  he has been President of Consulting  Technologies,
Inc.  (CTI),  a  software  consulting  business  providing  services  to clients
including  two of the largest  golf course  management  companies  in the United
States:  American Golf  Corporation  and Club  Corporation of America.  CTI also
provided valuable consulting services to AGTsports, Inc. during fiscal 1996. Mr.
Crews  has  extensive  sales  and  marketing  experience  and has been an active
participant in the computer software  development industry since 1985. From 1992
to 1995,  he was  President  and Chief  Operating  Officer  of Xeta  Reservation
Systems,  the largest automated tee times  reservation  company in the U.S. From
1990 to 1992,  Mr.  Crews was a Director of United  Video,  Inc.,  an FCC common
carrier involved in the sales, marketing and satellite distribution of audio and
video signals to cable television  systems  throughout  North America.  He was a
Director of Carapace,  Inc., a medical  products  division of Lohmann Company of
West Germany from 1985 to 1990. Mr. Crews holds a law degree from the University
of  Tulsa,  and a  bachelors  degree  in  business  administration  from  Auburn
University.

Cory J. Coppage  - Secretary and Treasurer
Mr. Coppage,  33, was nominated as acting  Secretary of the Company at a special
meeting of the Board of Directors held on August 29, 1996. He is Chief Operating
Officer,  Secretary  and  a  member  of  the  Board  of  Directors  of  American
Consolidated  Growth  Corporation.  Mr. Coppage has over seven years of business
management  experience including two years of administration  service with AMGC.
He is a graduate  of Regis  University,  where he earned a  Bachelor  of Science
Degree  in  Business  Administration.  From  1989 to 1994,  Mr.  Coppage  gained
valuable  management  experience in the liability  insurance field as a licensed
property & casualty agent and field manager for Liability  Insurance  Operations
Network,  Inc.,  and W.J.  Plemons  Insurance  Agency of Atlanta,  GA,  prior to
joining American  Consolidated  Growth Corporation as assistant Secretary of the
Corporation  and aide to the Chairman in 1994. In 1995,  Mr.  Coppage became the
Secretary of AMGC and received an appointment to the AMGC Board of Directors. He
has studied  corporate  finance and  marketing  and has  successfully  completed
educational  programs  in the areas of SEC  reporting  of public  companies  and
shareholder  and investor  relations.  Mr. Coppage  assists in the  development,
publishing  and  distribution  of  AGT  informational   materials  to  the  U.S.
investment community.

                                       13
<PAGE>

Joe Lee - Director
     Mr. Lee, 58,  accepted an  appointment as an outside member of the Board of
Directors  of the  Company  on May 13,  1996.  He is  Chairman  of the  Board of
Directors  of Denver  Business  College,  Inc.,  General  Manager  of  Universal
Management,  Inc., President of School Management,  Inc. and the General Partner
of The  Educational  Plaza, a 110,000 square foot private  educational  facility
located in Denver,  Colorado.  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.  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's present duties
as Chairman of Denver Business College, Inc. include overall  responsibility for
operation  of the main  campus  and three  branch  campuses.  Mr.  Lee is also a
Director of Prides Business College in Adelaide, South Australia.

Louis F. Coppage - Director
     Mr.  Coppage,  59,  was  nominated  as an  outside  member  of the Board of
Directors of the Company on May 13, 1996.  He has over twenty years of executive
and  managerial  experience  with both  domestic  and  international  operations
involving  finance  and  business   development  for  both  private  and  public
corporations.  From 1993 to  present,  he has held  advisory  positions  and has
provided  investment banking consulting  services for the Company and its former
affiliate,  American  Consolidated Growth Corporation,  where he assisted in the
turnaround and  restructuring of both companies.  From 1986 to 1993, Mr. Coppage
served as  financial  consultant  for numerous  clients in real estate,  energy,
insurance management and investment  holdings-related  businesses.  From 1978 to
1984,  Mr.  Coppage  was  founder and a major  shareholder  of  American  Energy
Investments,  Inc., of Denver,  Colorado.  From 1973 to 1979 he was president of
Foresee, Ltd., a an energy development company in Denver, Colorado. From 1969 to
1973 he was president of Coppage &  Associates,  a financial  planning  company.
Since 1979,  he has provided  advisory  services for  corporate  clients with an
emphasis on the  capital  formation  process.  Mr.  Coppage  began his career in
business as an account  executive for Conneticut  General Life Insurance Company
in 1964, where he earned  outstanding  salesman honors and was featured in Time,
Newsweek  and U.S.  World  Report  Magazines.  He was a  founding  member of the
insurance and financial  planning groups,  Top of the Table and The Forum. Since
1993, Mr. Coppage has served as an investment  banking  consultant and a special
advisor to the AGT Board of Directors.

     None of the above directors have held any equity stake in any business that
has declared  bankruptcy;  nor have been convicted of any criminal offense other
than minor traffic violations,  nor have had any judgements entered against them
which would  restrict or preclude the director from being involved in securities
transactions;  nor have any record of violations  of  securities or  commodities
laws.

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

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers  and  directors to file  initial  reports of  ownership  and
reports  of  changes  in  ownership  with the  Securities  Exchange  Commission.
Executive  officers and directors are required by SEC regulations to furnish the
Company  with copies of all Section  16(a)  forms they file.  Based  solely on a
review  of the  copies  of such  forms  furnished  to the  Company  and  written
representations  from the Company's executive officers and directors,  as of the
date of this report, the Company is unable to make a determination as to whether
or not any  officers or  directors  failed to file on a timely basis any reports
relating to  transactions  involving  common stock of the Company owned by them.
The Company has implemented  internal  procedures for the purpose of determining
whether  officers or directors  have failed to file timely  reports  relating to
transactions  involving common stock of the Company, and, if necessary,  to file
any such reports in the appropriate time and manner.

                                       14
<PAGE>

Item 10.  Executive Compensation
--------  ----------------------

     The  following  table sets forth the salary,  bonus and other  compensation
approved  by  Board  of  Directors  of the  Company  for the  President  and the
Company's  four other most highly  compensated  executive  officers  (the "named
executive officers").

<TABLE>
<CAPTION>
                                       SUMMARY COMPENSATION TABLE

Name and Position                   1996 Annual Compensation                    Long Term Compensation
                                    Salary       Stock Awards         Securities Underlying Options & Benefit Plans
                                    ------       ------------         ---------------------------------------------

<S>                                 <C>             <C>                            <C>
B. Mack DeVine                      $25,000 (1)     250,000 (1)                         -0-
Acting Chairman and CEO
(May, 1996 to present)

T. Alan Walls                       $82,187          -                              357,143 (2)
President
(May, 1995 to May, 1996)

Robert Wetzel                       $18,979          -                               24,969
Secretary and Director
(May, 1991 to May, 1996)

Tom Eickenberry                     $25,384          -                               80,770 (3)
Assistant to the President
(May, 1995 to May 1996)
</TABLE>

-------------------
(1)  Indicates compensation paid to Mr. DeVine of DeVine & Associates, of Tampa,
     FL in fiscal  1996 for  consulting  services  rendered  from May of 1996 to
     August of 1996.
(2)  Indicates  compensation  paid for prior year accrued  salary in fiscal 1995
     and an unexercised 300,000 share stock option at September 30, 1996.
(3)  Indicates  compensation  paid for prior year accrued  salary in fiscal 1995
     and an unexercised 75,000 share stock option at September 30, 1996.

Other Compensation

     Additional  compensation paid to officers of the Company during fiscal 1996
included salary and +expenses of $18,979 to Robert Wetzel, former Secretary. The
compensation  was paid as part of a settlement  agreement which included accrued
salary,  accrued director fees and certain debt to equity conversions totaling a
combined  491,500  restricted  common  AGTP  shares.  The shares  were issued on
September 17, 1996 at the fair market value of $.14 per share.  The Company also
issued Mr.  Wetzel  24,969  common AGTP shares  pursuant to the former  employee
benefit plans of the Company and the S-8 registration of February 1, 1996.

     On March 6, 1996, the Company issued 57,143  restricted  common AGTP shares
and  52,078  freetrading  common  AGTP  shares  to Mr.  T.  Alan  Walls,  former
President.  The shares were issued at the fair market value as determined by the
Board of $.35 per share.

                                       15

<PAGE>

     Mr. Greg Jablonski,  former Chairman and Chief Executive Officer,  received
compensation  as a  consultant  to the  Company of $34,667  for the period  from
September,  1995 to May of 1996. In addition,  the Company issued Mr.  Jablonski
440,392 common AGTP shares pursuant to the former employee  benefit plans of the
Company from fiscal years 1994 and 1995.

     On  March  6,  1996,  the  Company  issued  96,000  restricted  shares  for
consulting  services to former President  Michael Tanner,  together with 142,838
common AGTP shares  issued on February 1, 1996  pursuant to the former  employee
benefit  plans of the  Company.

     On August 27, 1996 the Company issued 250,000 shares to DeVine & Associates
as additional  consideration for Mr. DeVine's  consulting services rendered from
May 1996 to August,  1996.  The fair market value of the stock as  determined by
the Board on that date was $0.19 per share.  On August 27, 1996, in lieu of cash
payment,  Mr. Gary Crews accepted 36,364 restricted common shares for consulting
services  rendered to the Company in fiscal  1996.  The fair market value of the
stock as determined by the Board on that date was $.19 per share.  Subsequent to
fiscal year ended 1996,  Mr. Crews joined the Company as President  and Director
on  November  1,  1996,  at which  time he  received  a stock  grant  of  75,000
restricted common AGTP shares.  The fair market value of the stock as determined
by the Board on that date was $.10 per share.  On August 29,  1996,  the Company
authorized a stock grant of 50,000  restricted common AGTP shares to Mr. Cory J.
Coppage for joining the Company as Secretary. The fair market value of the stock
as determined by the Board on the date was $.15 per share.  On May 13, 1996, the
Company entered into agreements with two outside directors:  Mr. Lou Coppage and
Mr. Joe Lee.  Pursuant to the  agreements,  on  September  6, 1996,  the Company
issued 100,000 shares of restricted common AGTP stock to Mr. Coppage and Mr. Lee
at a value of $.15 per share,  the fair market value of the stock as  determined
by the Board on that date.

     During fiscal 1996,  the Company  provided  group medical  insurance to AGT
officers and employees under the Company's employee health plan. The plan, which
is offered through  Prudential,  provides life,  medical,  dental and disability
coverage at an average cost of  approximately  $245 monthly per individual.  The
employees  were  covered by the  Company  under AGT's  health plan during  their
respective terms of service. All premiums were paid by AGT. The Company's health
plan was  terminated  in fiscal  1996  following a change in  management  of the
Company.

     The Company made no contributions to any Defined Contribution Benefit Plans
on behalf of its  employees  in fiscal 1996,  other than  provision of insurance
coverages as described above.

Meetings of the Board of Directors

     On May 13, 1996,  the Board of Directors  nominated Mr. Lou Coppage and Mr.
Joe Lee to serve as independent  outside  members of the AGT Board of Directors.
During  fiscal 1996,  the AGT Board  convened on four  occasions.  There were no
incumbent  directors who attended less than 75% of the meetings of the Board and
Committees thereof on which such director served during that period.

Director Agreements and Compensation

     On May 13, 1996, the Company executed outside director  agreements with Mr.
Coppage and Mr. Lee. The agreements provide for a three year term of service and
compensation in the form of a one time restricted  common stock award of 100,000
shares and $1,500 for attending each of the four quarterly scheduled meetings of
the Board, plus expenses.  Compensation for meeting attendance is payable at the
Company's  option in cash or in equivalent AGTP restricted  common shares set at
the  market  price on the day of issue.  Directors  who are U.S.  residents  are
entitled to participate in the Company's  health and welfare  benefit  programs.
Employee  directors are not entitled to receive  compensation for Board service.
During fiscal 1996, no compensation  was paid or distributed to any directors of
the Company  other than the stock  awards  described  above.


                                       16
<PAGE>


Item 11.  Security Ownership of Certain Beneficial Owners and Management
--------  --------------------------------------------------------------

Stock Ownership

     The following table sets forth certain information regarding the beneficial
and economic  ownership  of AGTP common  stock as of September  30, 1996 by: (1)
each stockholder known by the Company to be the beneficial owner of more than 5%
of the outstanding Common Stock; (2) each director and nominee for director; (3)
all  directors  and  executive  officers as a group.  The  beneficial  ownership
reflected in the following  table is calculated in accordance with Section 13(d)
of the Securities  Exchange Act of 1934 (the "Exchange Act"). Shares issuable on
exercise of options  exercisable within 60 days of September 30, 1996 are deemed
to be  outstanding  for the purpose of computing the  percentage of ownership of
persons  beneficially  owning  such  options,  but have not  been  deemed  to be
outstanding  for the purpose of computing the percentage  ownership of any other
person. As of September 30, 1996, the total outstanding  shares of the Company's
common stock were 23,950,596.
<TABLE>

<CAPTION>

Name and Address                                          Number of Shares Held     Percent of Class
----------------                                          ---------------------     ----------------

<S>                                                           <C>                       <C>  
B. Mack DeVine, Acting Chairman and CEO                       250,000                   1.0 %
P.O. Box 620
Tampa, FL 33601

Gary Crews, Acting President                                  111,364   (a)              .4 %
5320 E. 89th Place
Tulsa, OK 74137

Cory J. Coppage, Secretary                                     50,000                    .2 %
7255 E. Quincy Ave, #550
Denver, CO  80237

Joe Lee, Director                                             141,000                    .1 %
4250 S. Olive Street, #216
Denver, CO 80237

Lou Coppage, Director                                         120,166                    .1 %
283 Kimbrough
Memphis, TN 38103
  
Global Links Trading, Ltd.                                  7,850,000 (b)              32.8 %
P.O. Box 301, Queens House
Don Road, St. Helier, Jersey, JE4 8UG
Channel Islands

Officers and Directors as a Group (five persons)              671,530  (c)             1.8 % (d)
</TABLE>


(a). Mr. Crews  accepted the position of President of the Company on November 1,
     1996. The shares indicated  include 75,000 common shares issued  subsequent
     to  September  30,  1996,  in addition to shares  received  for  consulting
     services provided to the Company during fiscal 1996.
(b). Represents the Company's largest  shareholder and the joint venture project
     with AMGC, a former affiliate of the Company.
(c). and (d).  Includes  all shares  depicted  except for those  shares  held by
     Global Links Trading, Limited, who is neither an officer nor director.

                                       17

<PAGE>


     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, 1996.  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
--------  ----------------------------------------------

     During fiscal 1996, the Company issued a one year promissory note to Global
Links Trading,  Ltd., for $172,500 at ten percent interest payable annually. The
note  expires on June 30, 1997 and  contains a  conversion  provision  to common
stock at a value of $.125 per share. (See Related Party Transactions in Notes to
Consolidated Financial Statements - Note 5".)


                                     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**
3.3                                 Financial Data Schedule


* (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.



  

                                     18






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

                        Consolidated Financial Statements

                               For the Year Ended
                               September 30, 1996




<PAGE>

                                 AGTsports, Inc.
                          (A Development Stage Company)

                   Index to Consolidated Financial Statements


                                                                  Page
                                                                  ----

Report of Independent Certified Public Accountants             F-1

Financial Statements:

    Consolidated Balance Sheet:
       September 30, 1996                                      F-3

    Consolidated Statements of Operations:
       Years Ended September 30, 1996 and 1995                 F-4 to F-5

    Consolidated Statements of Changes in Shareholders'
       Equity: Years Ended September 30, 1996 and 1995         F-6 to F-10

    Consolidated Statements of Cash Flows:
       Years Ended September 30, 1996 and 1995                 F-11 to F-12

    Notes to the Consolidated Financial Statements:
       Years Ended September 30, 1996 and 1995                 F-13 to F-24

Supplemental Schedule:

    Valuation and Qualifying Accounts and Reserves             S-1


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors and Shareholders
AGTsports, Inc.
Englewood, Colorado

We have audited the accompanying  consolidated balance sheet of AGTsports,  Inc.
(a  Development  Stage  Company)  as of  September  30,  1996  and  the  related
consolidated statements of operations,  shareholders' equity, and cash flows for
the years  ended  September  30,  1996 and 1995,  and the 1995 and 1996  amounts
included in the cumulative amounts from inception (January 6, 1986) to September
30, 1996.  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.  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 1996 and 1995 consolidated  financial statements referred to
in the first paragraph present fairly, in all material  respects,  the financial
position of AGTsports,  Inc. (a  Development  Stage Company) as of September 30,
1996,  and the results of its  operations and its cash flows for the years ended
September  30,  1996 and 1995,  and the 1996 and 1995  amounts  included  in the
cumulative  amounts from  inception  (January 6, 1986) to September 30, 1996, in
conformity with generally accepted accounting principles.

As discussed in Note 7, the Company does not, as yet, have significant  revenues
from the sale of its product. As shown in the financial statements,  the Company
incurred a net loss of  $(3,776,475)  during the year ended  September  30, 1996
and, as of that date, the Company had an accumulated deficit of $23,060,563.  In
addition, the Company has a net deficiency in working capital of $2,295,369.

The Company is seeking additional sources of capital,  including equity capital.
There can be no assurance  that the Company will be successful in  accomplishing
its  objectives.  Because of the  uncertainties  surrounding  the ability of the
Company to continue  its  operations  and to satisfy its  creditors  on a timely
basis,  there is substantial  doubt about the Company's ability to continue as a
going  concern.  The  consolidated  financial  statements  do  not  include  any
adjustments  that might be necessary should the Company be unable to continue as
a going concern.

                                                                    (Continued)


                                       F-1

<PAGE>

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The schedule on S-1 is presented for the purpose of
complying  with the  Securities  and  Exchange  Commission's  rules and is not a
required  part  of the  basic  financial  statements.  This  schedule  has  been
subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion,  fairly states in all material respects the 1996
and 1995  financial  data  required  to be set forth  therein in relation to the
basic financial statements taken as a whole.




                                                Davis & Co.,  CPAs, P.C.


Englewood, Colorado
January 22, 1997


                                       F-2

<PAGE>
                                 AGTsports, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                               September 30, 1996

                                                                    1996
                                                                    ----

ASSETS                                                  
Current:                                                 
      Cash and cash equivalents                                  $    65,806
                                                                  ----------
           Total current assets                                       65,806

Fixed assets:
      Property, plant and equipment (Note 3)                         120,165
      Less: accumulated depreciation                                (102,961)
                                                                 -----------
           Total fixed assets                                         17,204

Other assets:
      Other assets                                                     4,100
      Intangibles - net (Note 4)                                       --
      Investment in joint venture                                    119,350
                                                                  ----------
           Total other assets                                        123,450
                                                                  ----------
           Total assets                                           $  206,460
                                                                  ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
      Accounts payable - trade                                    $  190,914
      Accounts payable - other                                        78,063
      Long term debt - current portion (Note 5)                    1,373,846
      Accrued expenses (Note 9)                                      718,352
                                                                  ----------
           Total current liabilities                               2,361,175


Shareholders' Equity (Deficit):
      Preferred stock, $4.00 par value; 50,000,000
           shares authorized; -0- shares issued and
           outstanding as of September 30, 1996                           --
      Common stock, $.001 par value; 50,000,000
           shares authorized; 10,530,972 shares issued
           and 23,930,596 shares outstanding as of
           September 30, 1996                                         23,931
      Treasury stock                                                 (16,720)
      Additional paid-in capital                                  20,915,460
      Cumulative translation adjustment                              (16,823)
      Deficit accumulated during the development stage           (23,060,563)
                                                                 -----------
           Total shareholder's equity                             (2,154,715)
                                                                 ----------- 
           Total liabilities and shareholders' equity            $   206,460
                                                                 ===========




See accompanying notes to consolidated financial statements

                                      F-3


                                                        

<PAGE>
<TABLE>
<CAPTION>
                                                           AGTsports, Inc.
                                                    (A Development Stage Company)
                                                Consolidated Statements of Operations

                                                                                                        
                                                            Years Ended September 30,                  January 6, 1986
                                                        -------------------------------               Inception through
                                                         1996                     1995                September 30, 1996
                                                        ------                   ------               ------------------
<S>                                                     <C>                    <C>                     <C>   
Revenue
    Territory sales                                    $                      $          --              $ 1,612,009
    Revenue                                                61,694                   625,170                2,229,471
                                                       ----------             -------------              -----------
                                                           61,694                   625,170                3,841,480

Expenses
    Cost of purchased goods for resale                                                  672                  162,378
    Salaries and director compensation                    644,239                   980,211                3,127,393
    Professional services                                 883,607                   998,571                3,489,861
    General and administrative                            359,016                   974,540                3,008,164
    Depreciation and amortization                         471,716                   192,848                2,476,551
    Advertising                                             1,151                    62,439                  305,880
    Contract services                                     351,479                 1,024,026                4,985,397
    Cost of unsuccessful offering                          56,860                     --                      56,860
    Travel and entertainment                              120,040                   124,527                  818,733
    Territory reacquisition                               --                      1,465,075                1,465,075
                                                      -----------             -------------              -----------
        Total expenses                                  2,888,108                 5,822,909               19,896,292
                                                      -----------             -------------              -----------

Operating income (loss)                                (2,826,414)               (5,197,739)             (16,054,812)

Other income (expenses)
    Interest income                                           740                        15                    1,081
    Rent income                                              --                         983                   14,992
    Interest expense                                     (105,142)                  (73,515)                (521,092)
    Gain (loss) on equity securities                         --                     243,465               (8,652,613)
    Gain (loss) on disposal of assets                    (354,324)                   (3,856)               2,925,638
    Provision for loan loss                                  --                    (222,562)                (528,342)
    Equity in (loss) of joint venture                    (748,650)                                          (748,650)
    Other income                                            1,776                    10,618                   84,565
                                                      -----------             -------------              -----------
        Total other income (expense)                   (1,205,600)                  (44,852)              (7,424,421)
                                                      -----------             -------------              -----------

Net income (loss) before extraordinary
    items and provision for income taxes               (4,032,014)               (5,242,591)             (23,479,233)
Provision for income taxes                                      --                       --               (1,793,033)
                                                      ------------            -------------              -----------

Net income (loss) before
    extraordinary items                                (4,032,014)               (5,242,591)             (25,272,266)

Extraordinary items:
    Income tax benefit realized                                --                        --                1,793,033
    Debt forgiveness                                      255,539                    26,176                  418,670
                                                      -----------             -------------             ------------

Net income (loss)                                      (3,776,475)              $(5,216,415)            $(23,060,563)
                                                      -----------             -------------             ------------

                                                                                                           (Continued)



                                                                F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                           AGTsports, Inc.
                                                    (A Development Stage Company)
                                                Consolidated Statements of Operations
                                                              (Page 2)


                                                                                                                
                                                      Years Ended September 30,                    January 6, 1986
                                                 ---------------------------------                Inception through
                                                   1996                     1995                  September 30, 1996
                                                 --------                 --------                ------------------

<S>                                           <C>                         <C>                         <C>   
Net income (loss) per common share        
    before extraordinary items                $        (.20)             $       (.71)                 $     (6.15)

Extraordinary items per common share                    .01                       .01                          .54
                                              -------------              ------------                 ------------

Net income (loss) per common share            $        (.19)             $       (.70)                 $     (5.61)
                                              -------------              ------------                  -----------

Weighted average shares of
    common stock outstanding                     19,616,641                 7,432,297                    4,106,286
                                              =============              ============                  ===========





</TABLE>








See accompanying notes to consolidated financial statements.






                                       F-5

<PAGE>
<TABLE>
<CAPTION>
                                                AGTsports, Inc.
                                         (A Development Stage Company)
                           Consolidated Statements of Changes in Shareholders' Equity

                                                                                                            
                                                    Preferred Stock                      Common Stock          
                                             ---------------------------          ------------------------
                                              Number of                            Number of                   
                                               Shares             Amount            Shares           Amount    
                                             ----------           ------          ----------         ------    

<S>                                           <C>                  <C>            <C>                  <C>         
Balance: January 6, 1986                         --              $   --                 --        $      --   
                                                                                        
Balance: January 21, 1986                        --                  --             30,000               30 
   Issued common stock                           --                  --             90,000               90   
   Offering costs                                --                  --                 --               --   
   Net loss                                      --                  --                 --               --
                                              -----               -----            -------        ---------
                                                                                         
Balance: September 30, 1986                      --                  --            120,000              120
   Net loss                                      --                  --                 --               --
                                              -----               -----            -------        ---------
                                                                               
Balance: September 30, 1987                      --                  --            120,000              120 
   Net loss                                      --                  --                 --               --   
                                              -----               -----            -------        ---------
                                                                                         
Balance: September 30, 1988                      --                  --            120,000              120 
   Stock split: 3 to 1                           --                  --                 --               -- 
   Issued common stock to acquire                                                                             
      subsidiaries                               --                  --             99,943              100
   Shares purchased by subsidiary                --                  --                 --               -- 
                                               -----              -----            -------        ---------
                                                                                         
Balance: September 30, 1989                      --                  --            219,943              220 
   Reverse stock split: 15 to 1                  --                  --                 --               --   
   Issued common stock for services              --                  --             14,801               15  
   Issued common stock pursuant to                                                       
      debenture agreement                        --                  --             60,000               60
   Issued common stock for investment                                          
      in joint venture                           --                  --             34,500               35
   Issued common stock for professional
      services                                   --                  --             60,000               60
   Issued common stock to settle
      litigation                                 --                  --              4,055                3
   Treasury stock activity                       --                  --                 --               -- 
   Stock split: 3 to 1                           --                  --                 --               --
   Net loss                                      --                  --                 --               --
                                              -----               -----            -------        ---------
                                                                                                (Continued)

See accompanying notes to consolidated financial statements.

                                                          F-6

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                     AGTsports, Inc.
                                               (A Development Stage Company)
                                 Consolidated Statements of Changes in Shareholders' Equity

                                                                                               Memorandum
                                                 Additional                                       Total
                                                  Paid-In        Treasury       Accumulated    Shareholders'
                                                  Capital          Stock         (Deficit)       Equity
                                                  -------          -----         ---------       ------
<S>                                               <C>            <C>            <C>            <C>      
Balance: January 6, 1986                         $      --      $      --      $      --      $      --

Balance: January 21, 1986                              5,970           --             --            6,000
   Issued common stock                               149,910           --             --          150,000
   Offering costs                                     (7,257)          --             --           (7,257)
   Net loss                                             --             --           (5,247)        (5,247)
                                                  -----------    -----------    -----------    -----------

Balance: September 30, 1986                          148,623           --           (5,247)       143,496
   Net loss                                             --             --          (44,583)       (44,583)
                                                  -----------    -----------    -----------    -----------

Balance: September 30, 1987                          148,623           --          (49,830)        98,913
  Net loss                                              --             --          (98,913)       (98,913)
                                                 -----------    -----------    -----------    -----------
                          
Balance: September 30, 1988                          148,623           --         (148,743)          --
  Stock split: 3 to 1                                   --             --             --             --
  Issued common stock to acquire                  
   subsidiaries                                    5,534,840           --           (8,824)     5,526,116
  Shares purchased by subsidiary                        --          (25,112)          --          (25,112)
                                                 -----------    -----------    -----------    -----------
  
Balance: September 30, 1989                        5,683,463        (25,112)      (157,567)     5,501,004
  Reverse stock split: 15 to 1                          --             --             --             --
  Issued common stock for services                   167,231           --             --          167,246
  Issued common stock pursuant to
    debenture agreement                              649,940           --             --          650,000
  Issued common stock for investment
    in joint venture                                 381,815           --             --          381,850
  Issued common stock for professional                                                  
    services                                         649,940           --             --          650,000
  Issued common stock to settle                       
    litigation                                        44,735           --             --           44,738
  Treasury stock activity                               --           25,112           --           25,112
  Stock split: 3 to 1                                   --             --             --             --
  Net loss                                              --             --       (5,783,853)    (5,783,853)
                                                -----------    -----------    -----------    -----------
                                                                                               (Continued)
                                         
                                                                                       

                                                         F-6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                     ACTsports, Inc.
                                               (A Development Stage Company)
                               Consolidated Statements of Changes in Shareholders' Equity
                                                       (Page 2)

                                           Preferred Stock              Common Stock                   
                                         ---------------------       ------------------------   
                                          Number of                   Number of                         
                                           Shares       Amount          Shares         Amount         
                                         ----------     ------       -----------       ------        


<S>                                           <C>      <C>          <C>               <C>  
Balance: September 30, 1990                    --     $      --          393,299      $    393
   Issued common stock to settle                                              
      litigation                               --            --            3,000             3        
   Issued common stock to acquire                                             
      intangible assets                        --            --        1,585,194         1,585            
   Distribution declared pursuant to                                        
      January 28, 1991 contract                --            --             --             --          
   Net income                                  --            --             --             --         
                                        -----------   -----------     ----------      ---------    
                                                                              
Balance September 30, 1991                     --            --        1,981,493         1,981        
   Issued common stock                         --            --          200,000           200       
   Issued common stock for services            --            --          447,250           447     
   Issued common stock to acquire                                             
      intangible assets                        --            --          330,000           330        
   Issued common stock through                                                
      private placement                        --            --           42,750            43       
   Net income                                  --            --             --             --       
                                        -----------   -----------     ----------     ---------         
                                                                              
Balance: September 30, 1992                    --            --        3,001,493         3,001            
   Issued common stock                         --            --          263,000           263        
   Issued common stock for services            --            --          166,916           167       
   Issued common stock to settle                                            
      litigation                               --            --           76,379            77                                
   Reverse stock split: 13 to 1                --            --             --             --   
   Issued common stock to former
      BBBC stockholders                        --            --          161,401           161
   Issued common stock to acquire
      assets                                   --            --          200,000           200
   Issued preferred stock to treasury     1,000,000     4,000,000           --             --
   Cancellation of distribution
      declared                                 --            --             --             --
   Net income                                  --            --             --             --
                                        -----------   -----------     ----------    ---------
                                                                                   (Continued)

See accompanying notes to consolidated financial statements.

                                      F-7
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                   ACTsports, Inc.
                                               (A Development Stage Company)
                               Consolidated Statements of Changes in Shareholders' Equity
                                                       (Page 2)

                                                                                         Memorandum
                                           Additional                                       Total
                                            Paid-In        Treasury       Accumulated    Shareholders'
                                            Capital          Stock         (Deficit)       Equity
                                            -------          -----         ---------       ------

<S>                                      <C>                <C>           <C>            <C>        
Balance: September 30, 1990               $ 7,577,124           --      $(5,941,420)   $ 1,636,097
   Issued common stock to settle      
      litigation                               39,147           --             --           39,150
   Issued common stock to acquire 
      intangible assets                     2,376,206           --             --        2,377,791
   Distribution declared pursuant to
      January 28, 1991 contract            (6,142,907)          --             --       (6,142,907)
   Net income                                    --             --        4,545,160      4,545,160
                                          -----------    -----------    -----------    -----------
      
Balance: September 30, 1991                 3,849,570           --       (1,396,260)     2,455,291
   Issued common stock                        199,800           --             --          200,000
   Issued common stock for services           590,303           --             --          590,750
   Issued common stock to acquire                                         
       intangible assets                      329,670           --             --          330,000
   Issued common stock through
       private placement                       85,457           --             --           85,500
   Net income                                    --             --       (1,267,987)    (1,267,987)
                                          -----------    -----------    -----------    -----------
                                          
Balance: September 30, 1992                 5,054,800           --       (2,664,247)     2,393,554
   Issued common stock                        516,737           --             --          517,000
   Issued common stock for services           277,097           --             --          277,264
   Issued common stock to settle                                       
       litigation                             106,836           --             --          106,913
   Reverse stock split: 13 to 1                  --             --             --             --
   Issued common stock to former                              
       BBBC stockholders                         (161)          --             --             --
   Issued common stock to acquire
       assets                                 199,800           --             --          200,000
   Issued preferred stock to treasure            --       (4,000,000)          --             --
   Cancellation of distribution                                     
       declared                             6,142,907           --             --        6,142,907
   Net income                                   --              --       (7,620,061)    (7,620,061)
                                          -----------    -----------    -----------    -----------
                                                                                        (Continued)


See accompanying notes to consolidated financial statements.                                 

                                                     F-7

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                             AGTsports, Inc.
                                                      (A Development Stage Company)
                                       Consolidated Statements of Changes in Shareholders' Equity
                                                                (Page 3)

                                                                                                                 
                                                      Preferred Stock                     Common Stock         
                                             -----------------------------        ------------------------
                                              Number of                            Number of                      
                                               Shares             Amount            Shares           Amount       
                                             ----------           ------          ----------         ------       

<S>                                           <C>               <C>                <C>              <C>          
Balance: September 30, 1993                   1,000,000         $4,000,000         3,869,189        $  3,869     
   Issued common stock                               --                 --            80,871              81     
   Issued common stock for services                  --                 --           907,237             907     
   Issued common stock to settle
      obligations                                    --                 --           305,827             306     
   Issued common stock to acquire
      software                                       --                 --            33,000              33     
   Treasury stock activity                           --                 --                --              --     
   Preferred stock split 10 to 1                     --                 --                --              --     
   Net income                                        --                 --                --              --     
                                              ---------          ---------         ---------           -----     

Balance: September 30, 1994                   1,000,000          4,000,000         5,196,124           5,196     
   Issued common stock                               --                 --         1,122,200           1,122     
   Issued common stock for services                  --                 --         1,539,875           1,540     
   Issued common stock for debt
      settlement with employees                      --                 --         2,186,023           2,186     
   Issued common stock for debt and
      obligation settlement                          --                 --           310,750             311     
   Issued stock for territory
      acquisition                                    --                 --           225,000             225     
   Issued common stock for VAST
      joint venture                                  --                 --           700,000             700          
   Return of preferred stock per
      AMGC settlement                        (1,000,000)        (4,000,000)               --              --          
   Treasury stock activity                           --                 --          (749,000)           (749)     
   Net loss                                          --                 --                --              --          
                                            -----------        -----------     -------------    ------------      



See accompanying notes to consolidated financial statements.



                                                              F-8
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                           AGTsports, Inc.
                                                      (A Development Stage Company)
                                       Consolidated Statements of Changes in Shareholders' Equity
                                                                (Page 3)

                                                                                                  Memorandum 
                                                Additional                                           Total   
                                                  Paid-In       Treasury       Accumulated       Shareholders'
                                                  Capital         Stock         (Deficit)           Equity   
                                                -----------     ---------    ---------------     -----------   
                                                                                                             
<S>                                            <C>             <C>              <C>               <C>          
Balance: September 30, 1993                    $12,298,016     $(4,000,000)     $(10,284,308)     $ 2,017,577  
      Issued common stock                          153,620             --              --             153,701                      
      Issued common stock for services           1,901,355             --              --           1,902,262  
      Issued common stock to settle              
         obligations                               522,139             --              --             522,445       
      Issued common stock to acquire              
         software                                   58,955             --              --              58,988             
      Treasury stock activity                          --           (6,860)            --              (6,860)   
      Preferred stock split 10 to 1                    --              --              --                --  
      Net income                                       --              --         (3,783,365)      (3,783,365)
                                               -----------     -----------      ------------      -----------  
                                                  
Balance: September 30, 1994                     14,934,085      (4,006,860)      (14,067,673)         864,748       
   Issued common stock                             596,078             --              --             597,200
   Issued common stock for services              1,396,402             --              --           1,397,942
   Issued common stock for debt      
      settlement with employees                  1,167,322             --              --           1,169,508     
   Issued common stock for debt and  
      obligation settlement                        168,060             --              --             168,371
   Issued stock for territory        
      acquisition                                  129,850             --              --             130,075
   Issued common stock for VAST      
      joint venture                                867,300             --              --             868,000
   Return of preferred stock per     
      AMGC settlement                                  --              --              --          (4,000,000)
   Treasury stock activity                      (3,999,251)      3,990,140             --              (9,860)
   Net loss                                            --              --         (5,216,415)      (5,216,415)                    
                                               -----------      ----------      ------------       ----------

See accompanying notes to consolidated financial statements.

                                      F-8


</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                 ACTsports, Inc.
                                         (A Development Stage Company)
                             Consolidated Statements of Changes in Shareholders' Equity
                                                    (Page 4)
                                                                                                                  
                                                    Preferred Stock                     Common Stock              
                                             -----------------------------        -------------------------
                                              Number of                            Number of                      
                                               Shares             Amount            Shares           Amount       
                                             ----------           ------          ----------         ------       

<S>                                            <C>              <C>                <C>             <C>            
Balance: September 30, 1995                          --         $       --         10,530,972      $  10,531      
   Stock options granted                                                                                          
   Issued common stock for cash                                                     2,599,855          2,600      
   Issued common stock for services                                                 1,824,102          1,824      
   Issued common stock to Global
      Links, Ltd. in October 1995
      pursuant to prior settlement
      with AMGC                                                                     7,850,000          7,850      
   Issued common stock for debt
      obligation settlement                                                           104,966            105      
   Issued stock for debt settlement
     with employees                                                                 1,020,701           1,021     
   Net loss                                                                                                       
                                                  ------          -------        ------------      ---------- 

Balance: September 30, 1996                           --         $     --          23,930,596      $   23,931     
                                                  ======         =========       ============      ==========     

See accompanying notes to consolidated financial statements.
                                                        

                                                         F-9


</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                             ACTsports, Inc.
                                     (A Development Stage Company)
                       Consolidated Statements of Changes in Shareholders' Equity
                                              (Page 4)

                                                                                     Memorandum       
                                     Additional                                         Total        
                                      Paid-In       Treasury       Accumulated       Shareholders'
                                      Capital         Stock         (Deficit)           Equity    
                                     ----------     ---------    ---------------    ---------------    
 
<S>                                  <C>           <C>             <C>              <C>                
Balance: September 30, 1995          $15,259,846   $(16,720)       $(19,284,088)    $(4,030,431)       
  Stock options granted                   56,250                                         56,250
  Issued common stock for cash           609,650                                        612,250  
  Issued common stock for services       963,285                                        965,109
  Issued common stock to Global     
     Links, Ltd. in October 1995    
     pursuant to prior settlement   
     with AMGC                         3,180,439                                      3,188,289      
  Issued common stock for debt      
     obligation settlement               103,485                                        103,590        
  Issued stock for debt settlement  
    with employees                       742,505                                        743,526       
  Net loss                                                           (3,776,475)     (3,776,475)
                                      ----------    ---------       -----------      ----------

Balance: September 30, 1996          $20,915,460    $(16,720)      $(23,060,563)    $(2,137,892)     
                                     ===========    ========       ============     ===========      
                                    
See accompanying notes to consolidated financial statements.

                                       F-9

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                       AGTsports, Inc.
                                                (A Development Stage Company)
                                 Consolidated Statements of Changes in Shareholders' Equity
                                                          (Page 4)

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


<S>                                            <C>             <C>               <C>             <C>      
Balance: January 6, 1986                        $      --       $         --      $      --       $      --
                                                ===========     ==============    ===========     ===========

Balance: September 30, 1986                         143,496               --             --           143,496
                                                ===========     ==============    ===========     ===========

Balance: September 30, 1987                          98,913               --             --            98,913
                                                ===========     ==============    ===========     ===========

Balance: September 30, 1988                            --                 --             --              --
                                                ===========     ==============    ===========     ===========

Balance: September 30, 1989                       5,501,004               --             --         5,501,004
                                                ===========     ==============    ===========     ===========

Balance: September 30, 1990                       1,636,097               --             --         1,636,097
                                                ===========     ==============    ===========     ===========

Balance: September 30, 1991                       2,455,291               --             --         2,455,291
                                                ===========     ==============    ===========     ===========

Balance: September 30, 1992                       2,393,554               --             --         2,393,554
                                                ===========     ==============    ===========     ===========

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

Memorandum total shareholders'
   equity                                        (4,030,431)              --             --        (4,030,431)
   Unrealized loss - foreign
      currency translation                             --                 --          (11,191)        (11,191)
                                                -----------     --------------    -----------     -----------
Balance: September 30, 1995                     $(4,030,431)    $         --      $   (11,191)    $(4,041,622)
                                                ===========     ==============    ===========     ===========


Memorandum total shareholders'
   equity                                        (2,137,892)              --             --        (2,137,892)
   Unrealized loss - foreign
      currency translation                             --                 --          (16,823)        (16,823)
                                                -----------     --------------    -----------     -----------
Balance: September 30, 1996                     $(2,137,892)    $         --      $   (16,823)    $(2,154,715)
                                                ===========     ==============    ===========     ===========





See accompanying notes to consolidated financial statements.


</TABLE>
                                      F-10

<PAGE>
<TABLE>
<CAPTION>
                                                      AGTsports, Inc.
                                              (A Development Stage Company)
                                         Consolidated Statements of Cash Flows
                                                                                                                    
                                                                                                  Period from
                                                                    Years Ended September 30,    January 6, 1986
                                                                  ----------------------------   (Inception) to
                                                                      1996            1995       Sept. 30, 1996
                                                                   ----------      ----------    --------------
<S>                                                               <C>            <C>               <C>  
Cash flows from operating activities                   
   Net income (loss)                                              $ (3,776,475)   $ (5,216,415)   $(23,060,563)
   Adjustments to reconcile net income
       (loss) to net cash provided by
       operating activities
          Depreciation and amortization                                471,716         192,848       2,476,551
          (Gain) loss on disposal of assets                            354,324           3,856      (2,676,183)
          Loss on sale of investments                                     --              --            35,072
          Loss on equity securities                                       --          (243,465)      4,973,015
          Write-down of investments to market                             --              --         3,567,629
          Debt forgiven                                                   --           (26,176)       (163,131)
          Territory management                                            --              --           205,000
          Territory sales/reacquisition                                   --         1,465,075         482,586
          Stock options                                                 56,250                          56,250
          Equity in loss of joint venture                              748,650                         748,650
          Common stock issued for software                                --              --            58,988
          Common stock issued for services                             965,109       1,397,942       5,925,974
          Common stock issued for obligation                           848,056       1,337,879       2,744,293
          (Increase) decrease in accounts
             receivable                                                   --              --          (335,000)
          (Increase) decrease in inventory                                --            40,812            --
          (Increase) decrease in other assets                           34,330         263,994          70,955
          Increase (decrease) in accounts payable                     (233,230)       (299,709)        149,694
          Increase (decrease) in accrued expenses                     (189,611)        554,883         717,896
                                                                  ------------    ------------    ------------

Net cash used by operating activities                                 (720,881)       (528,476)     (4,022,324)

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                                                  (12,687)        (42,838)       (359,774)
   Purchase of stock in affiliate                                         --           (10,000)
   Proceeds from sale of investments                                                      --           277,739
   Proceeds from insurance settlement                                    5,720            --            17,749
                                                                  ------------    ------------    ------------

Total cash flows from investing activities                              (6,967)        (42,838)        269,158

Cash flows from financing activities:
   Proceeds from issuance of capital stock                             612,250         597,200       2,314,394
   Payments on capital lease financing                                    --           (10,000)        (20,976)
   Principal payments on notes payable                                  (8,000)        (14,000)         15,500
   Advances from affiliates                                               --              --         1,421,542

                                                                                                    (Continued)
See accompanying notes to consolidated financial statements.

                                      F-11

</TABLE>
                                                       

<PAGE>
<TABLE>
<CAPTION>
                                                     AGTsports, Inc.
                                              (A Development Stage Company)
                                          Consolidated Statements of Cash Flows
                                                      (Page 2)
                                                                                                                     
                                                                                            Period from             
                                                          Years Ended September 30,        January 6, 1986
                                                        ------------------------------     (Inception) to
                                                           1996               1995         Sept. 30, 1996
                                                        -----------       ------------     --------------
<S>                                                     <C>               <C>               <C>         
   Payments to affiliates                               $      --         $      --         $  (509,317)
   Advances from line of credit                                --               7,829           158,829
   Advances from notes payable                              172,500             6,000           439,000
                                                        -----------       -----------       -----------

Total cash flows from financing activities                  776,750           587,029         3,818,972
                                                        -----------       -----------       -----------

Net increase in cash                                         48,902            15,715            65,806

Cash at beginning of year                                    16,904             1,189              --
                                                        -----------       -----------       -----------

Cash at end of year                                     $    65,806       $    16,904       $    65,806
                                                        ===========       ===========       ===========

Financing activities not affecting cash:

   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                                $(1,611,036)             --

   Issuance of common stock in exchange
       for investment in joint venture                                  $   868,000         $   868,000

   Issuance of common stock in exchange for
     liability to issue common stock                     $ 3,187,349                        $ 3,187,349

Supplemental information:

   Interest paid                                         $    14,000    $    11,239
   Taxes paid                                                           $    12,740






See accompanying notes to consolidated financial statements 


                                      F-12
</TABLE>

<PAGE>
                                 AGTsports, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES  Business
history - AGTsports, Inc. (the "Company") was incorporated under the laws of the
state of Colorado on January 6, 1986 as American Merger  Control,  Inc., and had
no operations  through  April 30, 1989. 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). The Company has selected  September 30th as its
accounting and fiscal year end. During the fiscal year ended September 30, 1991,
the  Company  began to  pursue  its  current  principal  activity  of  providing
technological and software services to golf and related industries.

On  May  15,  1991,  the  Company   entered  into  an  agreement  with  American
Consolidated  Growth Corporation (AMGC) to acquire the division of AMGC known as
Advance Golf Technologies (AGT) by the issue of 1,585,194 (post-split) shares of
AGT common stock to AMGC. The transaction was valued at predecessor  cost. There
was no write-up of the asset valuations from this transaction.  Pursuant to this
agreement,  the  Management  of the  Company  formally  established  the  "doing
business as" or DBA name of Advance Golf Technologies. Through this transaction,
AMGC gained  substantial  control over the Company.  At September 30, 1994, AMGC
owned 8.37% of the  outstanding  common stock of the Company.  On September  15,
1995,  the Company  entered into a settlement  agreement with AMGC which settled
intercompany activities with AMGC. (Reference Note 2).

On March 16, 1992, the Company  established  an 80% owned  subsidiary to operate
under  the name of  "Advance  Golf  Technologies  Systems,  Inc."  Advance  Golf
Technologies  Systems,  Inc.  was  incorporated  under  the laws of the state of
Colorado.  This  affiliated  company  has not  been  capitalized  or  activated.
Therefore it is not consolidated into these financial statements.

In fiscal  1994 and  fiscal  1995,  the  Company  established  two  wholly-owned
subsidiaries,  AGTsports (Europe) Ltd. and AGTsports  Australia Pty. Ltd. During
fiscal 1996, AGTsports Australia undertook an unsuccessful public offering which
failed to meet the "minimum" and was  abandoned in April 1996.  Neither  company
ever  achieved   operational  revenues  and  the  Company  has  suspended  their
operations in fiscal 1996 due to lack of working capital in order to concentrate
on markets within the U.S.

Principles of Consolidation - The consolidated  financial statements include the
accounts of  AGTsports,  Inc.  and its two  wholly-owned  foreign  subsidiaries,
AGTsports  Australia  Pty.  Ltd. and  AGTsports  (Europe)  Ltd. All  significant
intercompany transactions have been eliminated.

Development  Stage  Company/Going  Concern - The  Company is in the  development
stage. It has not commenced  principal  operations and has not sold  significant
products  to date.  Its  proposed  operations  are  subject  to all of the risks
inherent  in the  establishment  of a new  business  enterprise,  including  the
absence of an operating history.  The Company's continued existence is dependent
upon its ability to either develop or purchase  components and sell its products
and obtain profitable  operations or on its ability to obtain additional sources
of funding through outside financing or equity investments.

                                      F-13

<PAGE>


                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)


Income Taxes - During the year ended  September  30, 1994,  the Company  adopted
Statement of Financial  Accounting  Standards  (SFAS) No. 109,  "Accounting  for
Income  Taxes,"  which  requires an asset and  liability  approach for financial
accounting and reporting for income taxes.  Under SFAS No. 109,  deferred income
taxes are provided for the temporary differences between the financial reporting
basis and the tax basis of the Company's assets and liabilities. Deferred income
taxes represent the future tax return consequences of the temporary differences,
which will be taxable or deductible when assets and liabilities are recovered or
settled.

Foreign Currency  Translation - The Company's primary functional currency is the
U.S. dollar. For non-U.S.  subsidiaries (primarily AGTaustralia Pty. Ltd.) whose
functional currency is not the U.S. dollar,  monetary assets and liabilities are
translated  at current  year-end  exchange  rates  while  nonmonetary  items are
translated at historical  rates.  Income and expense  accounts are translated at
the average rates in effect during the year, except for depreciation and cost of
product sales which are translated at historical  rates.  Adjustments  resulting
from these translations are reflected in the Shareholders' equity section titled
"Cumulative translation adjustment."

Property and  Equipment - Fixed  assets are carried at cost and are  depreciated
over their  estimated  useful  lives  utilizing  the  straight-  line  method of
accounting. Reference Note 3 - Property, Plant and Equipment

Cash and Cash  Equivalents  - For the purposes of the  Statements of Cash Flows,
the Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

Research  and  Development  Costs - The  policy  of the  Company  is to  expense
research  and  development  costs  as  incurred.  Software  products  for  which
technological   feasibility  has  been  established  will  be  capitalized  when
purchased.  During the years ended  September  30, 1996 and 1995,  there were no
charges to expense for research and development costs.

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  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period.  Accordingly,  actual results could differ from such estimates
and  assumptions.  Estimates  that are  particularly  sensitive to future change
include  legal and tax matters  which are subject to change as events evolve and
as additional information becomes available. In addition,  significant estimates
are involved in determining  the estimated  useful lives of the Company's  fixed
and intangible assets, and in assessing possible impairment

                                      F-14

<PAGE>
                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)


relative to any of the Company's  investments or long-lived assets. The carrying
values of these assets are dependent upon Management's plans and intentions, and
where it is  economically  desirable and feasible for the Company to concentrate
its marketing  efforts.  Management  believes that its estimates and assumptions
provide a reasonable basis for the fair presentation of the Company's  financial
position and results of operations.

Earnings  Per Share -  Earnings  per share  have been  computed  based  upon the
weighted average number of shares  outstanding during the year of 19,616,641 and
7,432,297 for the years ended September 30, 1996 and 1995, respectively.  Common
stock equivalents in the aggregate do not dilute earnings per share by more than
3%, therefore, no change is presented.

Revenue  Recognition - Revenue is recognized on the accrual basis of accounting.
Revenue for bartering type  agreements is recognized as services are provided on
an accrual basis of accounting.

Investments - Investments owned greater than 50% by the Company will be reported
on a consolidated  basis of accounting.  Investments  for which the Company owns
greater than 20% but less than 51% and for  investments  that are not  corporate
entities for which the Company exercises  significant  influence are reported on
the equity method of accounting.  Investments owned less than 20% by the Company
are reported on the lower of cost or estimated fair market value.


NOTE 2 - RELATED PARTY TRANSACTIONS
-----------------------------------

On September  15, 1995 the Company  entered into a resolution  agreement  with a
former affiliate,  American  Consolidated  Growth  Corporation (AMGC) to resolve
related party  activities and outstanding  issues between the two companies from
prior years. Pursuant to the Agreement, AMGC returned 1,000,000 preferred shares
to AGT and forgave an accounts  receivable  of $671,000 in return for 40% of the
then total  outstanding and issued common shares of AGT. A second  agreement,  a
joint venture  between AGT, AMGC and Global Links Trading Ltd. (GLT) allowed for
the payment by GLT of 10% overriding royalties on gross sales of GLT products to
AMGC and AGT,  respectively,  in  exchange  for the  transfer  of 100% of AMGC's
common AGT  shareholdings  to GLT and the  transfer  by AGT of certain  non-U.S.
contracts and  resources to GLT. The common stock issued to AMGC was  determined
by the amount of debt owed by the Company, net of assets received,  or 7,850,000
common shares. Such shares were issued in October 1995.


NOTE 3 - PROPERTY, PLANT AND EQUIPMENT
--------------------------------------

At September 30, 1996,  Property,  Plant and  Equipment are  summarized by major
classifications as follows:


                                      F-15

<PAGE>
                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)


                                                              1996
                                                           --------

  Computer Equipment                                       $  7,477
  Equipment                                                  12,688
  Players Software                                          100,000
                                                           --------
                                                            120,165
  Less Accumulated Depreciation
        and Amortization                                   (102,961)
                                                           -------- 

                                                           $ 17,204
                                                           ========

The estimated useful lives of the assets listed above is five years.

NOTE 4 - Intangible Assets
--------------------------

On May 15, 1991, the Company  entered into an agreement with AMGC to acquire the
division  of AMGC known as  "Advance  Golf  Technologies"  (AGT) by the issue of
1,585,194  (post-split)  shares  of the  Company's  common  stock to AMGC.  This
transaction was valued at predecessor cost of $2,377,791.  There was no write-up
in asset value at May 15, 1991.  Management valued this transaction at $1.50 per
share which is based on a discounting of estimated market value. This intangible
investment was amortized over five years on the straight line method.

NOTE 5 - LONG-TERM DEBT
-----------------------

Long-Term Debt consists of the following:            
                                                         September 30,
                                                             1996
                                                         -------------
Installment note payable at $737.52 per
   month plus 10% interest,
   collateralized by equipment                               $    --

Unsecured 90-Day Note payable at maturity
   plus 10% interest, collateralized
   by equipment                                                   --

Unsecured Note, payable in full plus 10%
   interest at 5-30-94.  Past due and
   payable in full upon demand                                25,000

Unsecured Note, payable in full plus 10%
   interest upon demand                                       61,226

Unsecured Note, payable in full plus 10%
   interest upon demand                                        2,000





                                      F-16

<PAGE>


                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)



Note payable secured by accounts receivable
   and revenues, payable in monthly payments
   of $12,336 or 1.34% of AGT's net
   operating revenues during the immediately
   preceding 30 days, whichever is greater,
   but past due and therefore payable in
   full upon demand.  Outstanding
   principal accrues interest at 7.5% (Note 12c.)             1,000,000

Unsecured Note, payable in full plus
   15% interest at 5-27-95.  Past due
   and payable in full upon demand                                   --

Unsecured Note to related entity,
   payable in full by the issuance of
   89,000 shares of common stock plus
   15% interest payable in cash or stock                        113,120

Unsecured Note to related entity (Global
   Links Ltd.), 10% interest, payable in
   full June 30, 1997, convertible at holder's
   option into the Company's common stock
   at $.125 per share                                           172,500

       Less amount due within one year                       (1,373,846)
                                                             ---------- 
                                                                            

       Long-term portion                                     $    --
                                                             ==========


NOTE 6 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

(a) At  September  30,  1996,  The Company has no  operating  leases  whose term
exceeds  one year.  For the years  ended  September  30,  1996 and 1995,  rental
expense amounted to $28,552 and $70,495, respectively.

(b) As of September 30, 1994, a disputed claim of $21,557 has been filed against
the Company in the State of Colorado  District Court, City and County of Denver,
by a vendor on an open account. The dispute involves certain contracted desk-top
publishing and graphic design  supplied to the Company.  The disputed  amount is
included in accounts payable.

(c) There is an action  pending  before  the Court of Claims of the  Country  of
Ireland  on behalf of a former  contractor  of  AGTsports,  Inc.  for  breach of
agreement  to and  including  some past due fees due and owing in the  amount of
#48,000  pounds.  Such action is  disputed by the Company and local  counsel has
been retained in Ireland to represent the Company in this action.

(d) In August 1995,  the Securities and Exchange  Commission  (SEC)  initiated a
formal private investigation regarding AGTsports, Inc. The SEC order authorizing
the investigation,  and subsequent  investigatory  efforts,  seem to focus upon,
among other things, the accuracy of public

                                      F-17

<PAGE>


                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)


statements  made by or about  the  Company,  the price at which the stock of the
Company has traded,  and whether the stock of the Company was sold in  violation
of the  registration  provisions of the federal  securities  laws.  However,  no
assurances   can  be  given  that  the   Company  has  a  complete  or  accurate
understanding of the scope of the SEC inquiry. The investigation  continues, and
the Company is  cooperating  with the SEC. No prediction  or  assurances  can be
given regarding the outcome of this inquiry.

(e) In  the  normal  course  of its  business,  the  Company  has  entered  into
agreements  with  several  golf  associations  to provide  hardware and software
computer  components to the associations at no cost. In return, the associations
agree to make the Company's  optical scan cards the official  score cards of the
associations'  tournament  events and to assist the Company in various ways with
its  marketing  efforts.  Such  agreements  are  generally for five year periods
beginning in November 1995.  The Company  believes that it has satisfied all its
obligations under these agreements.

(f) The Company has an agreement  with one of its officers for the period August
1996  through  December  2001.  Annual  base salary for  calendar  1997 is to be
$100,000  with  annual  increases  of $50,000  thereafter.  The Company has also
entered into three additional  employment agreements subsequent to September 30,
1996. Reference Note 12.

(g) The Company had an employment  agreement  with a director of its  Australian
subsidiary. This employment agreement was for a period ending November 2000, and
called for an annual base salary of  Australian  $105,000.  As discussed in Note
12,  this  officer  resigned  in January  1997.  The  Company is  attempting  to
negotiate a settlement agreement with this individual.

(h) The Company has a commitment to a joint venture as further discussed in Note
11.

NOTE 7 - REALIZATION OF ASSETS
------------------------------

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $3,776,475 and $5,216,415  during the years ended September 30, 1996 and
1995,  respectively,  and as of those dates, the Company's  current  liabilities
exceeded its current assets by $2,295,369 and  $1,741,408,  respectively.  These
factors,  as well as  continued  operating  losses and lack of working  capital,
create  an  uncertainty  as to the  Company's  ability  to  continue  as a going
concern.  The financial  statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

Management of the Company plans continued pursuit of its existing operations and
strategic  alliances.  Management  of the Company will pursue to the best of its
ability, the capitalization of the Company through equity investors, shareholder
loans and cash generated from  operations  which include  providing  statistical
information to

                                      F-18

<PAGE>


                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)



individuals and limited sales of individual players system software.  Management
continues  to  explore  revenue  generating   opportunities  which  utilize  the
proprietary software of the Company.

NOTE 8 - SECURITIES CHANGES
---------------------------

During the year ended September 30, 1995, the Company issued 1,122,200 shares of
common stock to unrelated  parties for $597,200 at per share prices ranging from
$0.50 to $1.00.

During the year ended September 30, 1995, the Company issued 1,539,875 shares of
its common stock for services. The transactions were valued by management at the
estimated  fair market value as calculated by the average of the bid and the ask
quotations  discounted  45% since  the stock  issued  was  restricted  and has a
limited  trading market.  The  transactions  were valued at $1,397,942.  Of this
amount,  $86,392 was to officers  and  directors  with the balance to  unrelated
parties.

During the year ended September 30, 1995, the Company issued 2,186,023 shares of
its common stock to Company  employees as settlement in lieu of cash payment for
accrued  wages  and  all  debts  outstanding  which  totalled  $1,169,508.   The
transactions were valued by management as the total of the debt paid.

During the year ended  September 30, 1995,  the Company issued 310,750 shares of
its common stock as payment for debts  outstanding and other  obligations  which
totalled  $168,371.  The transactions  were valued by management as the total of
the debt and obligations paid.

During the year ended  September 30, 1995,  the Company issued 225,000 shares of
its common stock for  acquisition of territory  rights.  The  transactions  were
valued by  management  at the  estimated  fair market value as calculated by the
average of the bid and the ask quotations  discounted 45% since the stock issued
was restricted and has a limited trading market. The transactions were valued at
$130,075.

During the year ended  September 30, 1995,  the Company issued 700,000 shares of
its common stock as a  contribution  to capital for 50%  ownership in the Vision
Applied Sports Technology joint venture (Reference Note 11 - Joint Venture). The
transaction  was  valued  at the  estimated  market  value of the  common  stock
calculated  as the average of the bid and the ask prices for the period of issue
discounted 45% due to being a block of restricted stock.

During the year ended September 30, 1996, the Company issued 2,599,855 shares of
common stock to unrelated  parties for $612,250 at per share prices ranging from
$0.19 to $.76.

During the year ended September 30, 1996, the Company issued 1,824,102 shares of
its common stock for services.  Of this amount,  631,364 shares were to officers
and directors with the balance to unrelated parties.


                                      F-19

<PAGE>


                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)


The transactions were valued by management at the estimated fair market value as
calculated by the average of the bid and the ask quotations discounted 45% since
the  stock  issued  was  restricted  and  has  a  limited  trading  market.  The
transactions were valued at $965,109.

During the year ended September 30, 1996, the Company issued 1,020,701 shares of
its common stock to Company  employees as settlement in lieu of cash payment for
accrued  wages  and  all  debts   outstanding  which  totalled   $743,526.   The
transactions were valued by management as the total of the debt paid.

During the year ended  September 30, 1996,  the Company issued 104,966 shares of
its common stock as payment for debts  outstanding and other  obligations  which
totalled  $103,590.  The transactions  were valued by management as the total of
the debt and obligations paid.

Pursuant to the  Resolution  Agreement  of  September  1995,  the Company had an
obligation to American  Consolidated  Growth  Corporation  (AMGC). In accordance
with a subsequent joint venture agreement,  per the request of AMGC, the Company
satisfied the obligation to AMGC through the issuance of 7,850,000 shares of the
Company's  common stock to Global Links Trading,  Ltd. in October 1995. See Note
2.

NOTE 9 - ACCRUED EXPENSES
-------------------------

Accrued Expenses are summarized by components as follows:

                                                    September 30,
                                                        1996
                                                    -------------

     Accrued Compensation                              $589,502
     Accrued Interest Payable                           128,850
                                                       --------

         Total                                         $718,352
                                                       ========


NOTE 10 - STOCK OPTIONS
-----------------------

During fiscal 1994 the Company's  Board of Directors  implemented a common stock
compensation plan whereby each full-time employee of the Company employed at the
current  fiscal year end will be issued  common stock of the Company  during the
first quarter following the fiscal year end. The value of the common stock is to
be ten  percent  (10%)  of the  fiscal  year  normal  hourly  and  salary  wages
(exclusive of profit sharing,  bonus payments,  commissions or any other form of
compensation)  paid  to the  employee.  This  is not a tax  deferred  plan.  All
compensation under this plan is treated as a taxable fringe benefit.

During  fiscal  1994,  the Company  also  implemented  an employee  common stock
purchase  plan whereby each  employee has the option to purchase  two-times  the
equivalent  number of shares as calculated  under the common stock  compensation
plan. The price of the shares is to be fifty percent


                                      F-20

<PAGE>


                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)


(50%)  of  the  average  price  per  share   calculated  for  the  common  stock
compensation  plan.  This option must be exercised  when the employee  signs the
Company Option Plan Agreement. This is not a tax deferred plan. Discounts to the
employee are to be treated as taxable fringe benefits.

Activity under the stock compensation plan has been as follows. All shares shown
as owed were issued in the first  quarter of the  following  fiscal year and are
included as common  stock issued for  services in the  "Statement  of Changes in
Shareholders' Equity".
                                                            Compensation
                                         Shares               Received
                                         ------             ------------

Stock owed for fiscal 1993               25,634                $44,834
Stock owed for fiscal 1994                2,684                $11,407
Stock owed for fiscal 1995               23,650                $53,213

Under the employee common stock purchase plan, there are 47,300 shares of common
stock under option, of which 47,300 are exercisable at September 30, 1996, at an
option price of $1.13 per share.  No additional  options were granted under this
plan for fiscal 1996.

In December  1996, the Company's  Board of Directors  voted to terminate both of
the stock plans effective immediately.

In addition,  during 1995 the Company granted  compensatory  stock options to an
officer  and  another  employee  to  purchase a total of  375,000  shares of the
Company's  common  stock  at a price  of $.35  per  share.  These  options  were
immediately  exercisable  and expire in September  1998. To date,  none of these
options have been exercised.

NOTE 11 - JOINT VENTURE AND COMMITMENT
--------------------------------------

In fiscal 1995,  the Company  entered into a joint  venture with a South African
company for the  development,  marketing  and sales of the  "Handwedge,"  a golf
distance measuring device.  The joint venture  established Vision Applied Sports
Technology  (VAST), a company  incorporated in the British Virgin Islands,  with
AGT as a fifty percent  equity  partner.  Pursuant to the  agreement,  AGT is to
provide marketing  assistance and expertise and to secure a guarantee of payment
to the manufacturer for the first 10,000 units produced.  The investment in VAST
is accounted for using the equity  method of  accounting  based on the Company's
cost basis.

The Company issued 700,000 shares of common stock  restricted  under section 144
during the year ended  September 30, 1995 for the benefit of the joint  venture.
This stock may be used as collateral or to assist in other funding opportunities
to finance the production and inventory of the units. The transaction was valued
at the estimated  market value of the common stock  calculated as the average of
the bid and the ask prices for the date of issue  discounted  45% due to being a
block of restricted stock.


                                      F-21

<PAGE>
                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)


At September  30, 1996,  the  Company's  underlying  equity in the joint venture
declined  because the market value of the common stock  contributed to the joint
venture had declined in value.  Therefore, at September 30, 1996, the investment
was reduced to an amount of $119,350.

As of January 1997,  the Company is attempting to negotiate a new agreement with
the other joint venturer which would replace the existing agreement.

NOTE 12- SUBSEQUENT EVENTS
--------------------------

(a) In November 1996, the Company entered into an employment agreement with Gary
W. Crews,  incoming  President.  The  agreement is a five year  contract  with a
performance-based  compensation package including base salary, stock options and
annual  review  provisions.  On November  7, 1996,  the  Company  issued  75,000
restricted  common  shares as a one-time  incentive  stock  award for Mr.  Crews
joining the Company and for services rendered in November and December 1996 at a
reduced salary.

(b) In November 1996 the Company entered into a three-year  employment agreement
with a former officer and director. The agreement requires the Company to pay an
annual salary of $48,000.

(c) Subsequent to September 30, 1996, the Company  entered into  agreements with
two of its  stockholders,  one who is a noteholder and the other who is a former
officer and director,  to settle  certain  indebtedness  of the Company to these
individuals.  Pursuant to the terms of the agreement with the  noteholder,  this
individual  agreed to convert his debt of $1,000,000,  related accrued  interest
and certain  other  rights into  3,500,000  restricted  shares of the  Company's
common stock. With respect to the second  individual,  this individual agreed to
forgive all debts owed, totaling approximately $342,217 for no consideration.

(d) Subsequent to fiscal 1996, the Company  acquired Tee Times of America,  Inc.
(TTA) of Dallas,  Texas for cash and shares of AGT common stock.  In conjunction
with the acquisition,  the Company entered into an employment agreement with Mr.
Kyle D. Ragsdale, former President of TTA. The agreement is a five year contract
with performance-based compensation package including base salary, stock options
and annual  review  provisions.  The agreement  authorizes a one-time  incentive
stock award for Mr. Ragsdale of 50,000  restricted common AGT shares for joining
the Company.

(e)  In January 1997, the Company accepted the resignation of the chief
executive officer of AGTaustralia Pty. Ltd.

NOTE 13 - INCOME TAXES
----------------------

Under  SFAS  109,  "Accounting  for  Income  Taxes",  deferred  tax  assets  and
liabilities  are  generally  determined  based  on the  difference  between  the
financial  statements and the tax bases of assets and liabilities  using enacted
tax rates in effect for the years in which the differences are

                                      F-22

<PAGE>
                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)


expected to reverse.  Recognition  of a deferred  tax asset is allowed if future
realization is  more-likely-than-not.  The Company has provided a full valuation
allowance for its deferred tax asset because its  realization  is not considered
more-likely-than-not.

Usage of the  Company's  net  operating  losses may be limited based on IRS Code
Sec. 382. This code section limits the use of prechange  losses whenever a stock
ownership change of more than 50% occurs within the "testing  period",  which is
generally a three-year period.

Net operating loss carryforwards for tax purposes expire as follows:

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

              2005                                    $ 1,376,000
              2007                                      1,182,000
              2008                                      7,589,000
              2009                                      3,789,000
              2010                                      5,206,000
              2011                                      3,756,000
                                                      -----------
                                                      $22,898,000
                                                      ===========

NOTE 14 - INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION
-----------------------------------------------------

The Company operates in one principal industry segment: providing
technological and software services to golf and related industries.

Geographical financial information is as follows:


                                                1996                 1995
                                                ----                 ----
Net sales to unaffiliated customers:
     Australia                                 $61,176             $192,500
     Europe                                         --              348,500
     United States                                 518               84,170
                                               -------             --------
          Total sales                          $61,694             $625,170
                                               =======             ========

                                                  1996                  1995
                                                  ----                  ----

Operating income:                            
     Australia                                  $  (519,241)       $  (124,738)
     Europe                                         (18,676)           (27,213)
     United States                               (2,394,522)        (5,045,788)
     Corporate-other income (expense)            (1,099,575)           (44,852)
                                                -----------        -----------
          Total income (loss) before extra-
             ordinary item and income taxes     $(4,032,014)       $(5,242,591)
                                                ===========        ===========

Identifiable assets:
     Australia                                  $        74        $   146,386
     Europe                                              --              5,302
     United States                                   14,248            431,164
     Corporate assets                               192,138          1,182,391
                                                -----------        -----------

          Total assets                          $   206,460        $ 1,765,243
                                                ===========        ===========

                                      F-23

<PAGE>

                                 AGTsports Inc.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996
                                   (Continued)



There were no sales or transfers  between  geographic  areas.  Operating  income
consists of total net sales less operating expenses, and does not include either
interest and other income, debt forgiveness, equity in loss of joint venture, or
income taxes, which are considered corporate expenses.  U.S. operating income is
net of corporate  expenses.  Identifiable  assets of geographic  areas are those
assets used in the Company's  operations in each area.  Corporate assets include
cash and cash  equivalents  in U.S.  accounts,  joint venture  investments,  and
intangible  assets. As discussed in Note 1, the Company suspended its operations
in Europe in 1995 and in Australia during late fiscal 1996.





                                      F-24

<PAGE>
<TABLE>
<CAPTION>

                           AGTsports, Inc.                                                            Schedule II
                 Valuation and Qualifying Accounts and Reserves



     Column A                     Column B                  Column C                     Column D          Column E
     --------                     --------                  --------                     --------          --------
                                                            Additions
                                  Balance at        Charged          Charged to
                                  beginning         to costs/       other accounts                         Balance at
     Description                  of period         expenses          (describe)        Deductions       end of period
     -----------                  ---------         --------          ----------        ----------       -------------

<S>                               <C>              <C>               <C>                <C>               <C>    
For the year ended              
  September 30, 1996:
  -------------------
Allowance for uncollectible
    accounts:

    Other receivables             $222,562                                               $222,562           $     --

For the year ended
  September 30, 1995:
  -------------------
Allowance for uncollectible
    accounts:

    Due from related party        $305,780        $                   $                   $305,780          $     --

    Other receivables                   --          222,562                                                  222,562










The accompanying notes are a part of this schedule.



                                                         S-1
</TABLE>