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, 1998

                         Commission File Number 0-21914

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

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

               621 17th Street, Suite 1730, Denver, Colorado 80293
               ---------------------------------------------------
              (Address of principle executive offices) (Zip Code)

                                 (303) 297-9656
                  ---------------------------------------------
                 (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 [ ] No [X ]

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

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

     The  aggregate  market  value of the  voting  stock of the  Issuer  held by
non-affiliates  as  computed by  reference  to the prices at which the stock was
sold and the  average of the bid and ask  prices of such stock  within the prior
sixty days as of September 30, 1998, was $512,025.  A total of 25,601,260 shares
were owned by non-affiliates as of September 30, 1998.

     The  number of shares of Common  Stock,  $.001 par  value,  outstanding  on
September 30, 1998 was 27,554,726 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")  was  formerly  engaged  in  developing
technology  applications for the sports and recreation  industries.  The Company
has terminated  these former  endeavors in favor of pursuing a new business plan
unrelated to sports technology and involving proposed business combinations with
other entities yet to be identified. 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., before
changing its name to AGTsports,  Inc. During the fiscal year ended September 30,
1991, and through September 30, 1998, the Company's business plan was to provide
technological and software services to golf and sports related industries.

     For the fiscal year ending September 30, 1998, the Company produced limited
revenues  and  recorded  a net  loss  of  ($336,535),  with  a  working  capital
deficiency of $630,365 and a stockholders deficit of $690,365. As of the date of
filing  of this  report,  the  Company  has  abandoned  its  business  plan  and
management is pursuing  alternative  business  opportunities  to establish a new
source of revenues and to create shareholder value. No assurance can be provided
management will be successful in these efforts. In addition, the auditors of the
Company have raised  considerable doubt as to the ability of AGTsports,  Inc. to
continue as a going concern.  (See "Notes to Consolidated  Financial Statements,
Note 1.").

Activities

     On January 10, 1997, the Company acquired 100% of the outstanding  stock of
Tee Times of America,  Inc.,  (TTA) of Dallas,  Texas.  TTA's  primary  business
activity  is  the  development  of  computer  software  for  a  golf  tee  times
reservation  system.  The  operational  activities of TTA  substantially  ceased
subsequent  to the  acquisition,  and the  corporate  charter was  terminated in
February 1999. (See "Notes to Consolidated Financials - Note 2.").

     The Company  owns 49% of Super  Women's  Systems,  or SWSI,  an  integrated
software solutions  consulting firm based in Dallas,  Texas. During fiscal 1998,
key employees of SWSi resigned and management  disagreements and working capital
difficulties resulted in the cessation of significant operations at SWSi. Due to
the  uncertainty  of the  recoverability  of the SWSi  investment,  the item was
expensed as of September  30,  1997,  and the Company does not expect to realize
any benefit from this investment.  (See the Company's Form 10-KSB for the fiscal
year ended September 30, 1997).

     In fiscal 1998, the Company negotiated a proposed business combination with
Sinties Corporation,  a sports technology company based in Tulsa,  Oklahoma. The
transaction was cancelled by a vote of the Sinties  Corporation  shareholders in
September, 1998. (See the Company's Form 8-k dated October 14, 1998.)

Business of the Issuer

     AGTsports,   Inc.  (the  "Company")  was  formerly  engaged  in  developing
technology  applications for the sports and recreation  industries.  The Company
has terminated  these former  endeavors in favor of pursuing a new business plan
unrelated to sports technology and involving proposed business combinations with
other  entities yet to be  identified.  Management can provide no assurances the
Company will succeed in these endeavors and the auditors have raised significant
doubts as to the ability of AGTsports, Inc. to continue as a going concern. (See
"Notes to Consolidated Financial Statements - Note 1.").

                                                                               3

<PAGE>


Management and Executive Offices of AGT

     The Company  maintains an administrative  office at 621 17th Street,  Suite
1730,  Denver,  Colorado  80293.  During  fiscal  1998,  no overhead or rent was
charged to the Company for the use of this office.

Subsequent Events

     On October 14, 1998,  certain major  shareholders of the Company authorized
management to preserve and  restructure  the public  company and provided  short
term loans totaling  approximately $30,000. The funds were employed primarily to
maintain the corporation's charter and good standing, to obtain certified audits
and legal assistance,  and to prepare and file up-to-date reports as required by
the Securities Exchange Commission. As of the date of the filing of this report,
the Company  continues to work with its auditors and attorneys to complete these
items, and to identify potential new business combinations with other entities.

     In February,  1999, AGT vendor Bloomberg  Communications obtained a default
judgement  against  the  Company for  $61,430  concerning  information  services
provided to the Company and former  management in prior years. As of the date of
filing of this  report,  no  payments  have been made and the  Company  must pay
interest on the unpaid  judgement at 8% per annum.  Management  is attempting to
negotiate a settlement of the outstanding item and cannot predict the outcome of
such negotiations.

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, 1998,
AGT fully complies with the terms of this legislation as a U.S. employer.

Research and Development Costs

     As of September 30, 1998,  the Company is not engaged in material  research
and development  activities and has not incurred  related  material R&D costs in
the prior three fiscal periods.

Trademarks and Trade Names.

     The Company owns the following trademarks: The Golf Players System, Players
Merit,  Course Merit,  and Company  Logos,  and holds a number of copyrights and
licenses covering different versions and modules of The Golf Players System. The
Company also owns a patent on the "Micro-Caddie" golf distance measuring device,
U.S. Patent #5,644,880.

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.

                                                                               4

<PAGE>


Employees

     During the period ending  September  30, 1998,  the Company had 2 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.  Subsequent to fiscal year ending  September 30, 1998, all
employees  resigned and the Company hired Cory J. Coppage as acting President to
oversee a restructuring  plan as described above.  (See "Directors and Executive
Officers of the Registrant - Biographical Information").

International Operations

     At present, the Company conducts business only in the United States.

Forward Looking Statements

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

Item 2.  Description of Property
-------  -----------------------

     During fiscal 1998, the Company maintained a satellite  executive office in
Tampa, Florida which was closed at fiscal year end. The Company's administrative
office is currently  located at 621 17th Street,  Suite 1730,  Denver,  CO 80293
Tel. 303.297.9656 Fax 303.297.9654. 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, 1997 and 1998 was $5,945,  and $300
respectively.  The Company  maintains  no operating  leases as of September  30,
1998.

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

     During fiscal 1998, the Company was not a party to, nor aware of, any legal
proceedings  involving  the Company  that,  in the opinion of  Management,  were
material to the future of the Company.

     As reported in the Company's  Form 10-KSB for the period  ending  September
30, 1997, certain  registration  requirements under federal and state securities
laws may have been violated in 1997 in connection with the Company's sale of its
common stock to approximately  30 individuals  raising an aggregate of $477,950.
With the assistance of legal counsel,  the Company has attempted to identify the
nature of any potential  violations and the means of curing any such violations.
In fiscal 1998, the Company implemented a remedial securities compliance program
designed to address any potential registration violations, undertaken efforts to
update the Company's public filings and ensure full compliance in the future. In
addition,  the Company has suspended all securities-related  activities.  To the
extent  that the  Company  may be unable to resolve  and/or  cure any  potential
registration  violations,  the  Company  and its  ability to continue as a going
concern may be adversely impacted. (See the Company's Form 10-KSB for the period
ending September 30, 1997 and "Notes to Consolidated Financial Statements, Notes
1 and 4" below).

                                                                               5

<PAGE>


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

     During  fiscal  year  ended  September  30,  1998,  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

     In fiscal  1998,  the  Company's  common  stock,  par value $.001 per share
("Common Stock") 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, 1998              $   0.02              .00
                  June 30, 1998                       0.08              .02
                  March 31, 1998                      0.11              .08
                  December 31, 1997                   0.13              .11
                  September 30, 1997              $   0.18              .14
                  June 30, 1997                       0.12              .10
                  March 31, 1997                      0.25              .18
                  December 31, 1996                   0.18              .14
                  September 30, 1996                  0.25              .22

(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, 1998. 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.

Holders of Record

     As of September 30, 1998,  there were  approximately  900  shareholders  of
record of Common Stock.

Dividends

     For the fiscal years 1997 and 1998, no dividends were declared or issued by
the Company,  excepting dividends on preferred shares as described in the "Notes
to Consolidated  Financial  Statements,  Note 2."). The Company issued 1,000,000
preferred  shares pursuant to the terms of a joint venture  agreement which bear

                                                                               6

<PAGE>

an  aggregate  dividend of $3,000 per month for 83 months.  Due to  insufficient
capital resources,  the Company has been unable to declare or pay dividends.  As
of September 30, 1998, the Company has accrued preferred stock dividend payments
of $42,000.  There are no  contractual  or written  limitations  concerning  the
Company's declaration of dividends in the by-laws or records of the Company.

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

     The Company's financial  statements are presented on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. During the fiscal year ending at September 30,
1998,  the  Company  incurred a sizable net loss and had a  substantial  working
capital  deficit.  There is no assurances that the Company will be successful in
its  plans  developed  with the  intent of  remedying  these  conditions.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going  concern.  See  Independent  Auditor's  Report  and  "Notes  to  Financial
Statements, Note 1" included herein. The financial statements do not include any
adjustments  that might  result from the  possible  inability  of the Company to
continue as a going concern.

     Following a change in management and the termination of former unprofitable
business activities of the Company, net loss decreased from $3,776,475 in fiscal
1996 to $648,256 in fiscal  1997,  and to $336,535 in fiscal  1998.  The Company
produced  no  revenues  in fiscal  1998,  as  compared to revenues of $63,304 in
fiscal 1997.  For the year ended  September  30, 1998,  operating  expenses were
$390,909 and interest  expenses totaled  $39,798.  In the opinion of management,
the  Company  has not  progressed  significantly  in its  operations  over prior
periods.  Working capital  shortages  continue to limit the Company's ability to
conduct  business.  In the  opinion of  management,  the future  business of the
Company is dependent upon its ability to secure new business  opportunities  and
revenue sources to increase shareholder value. No assurances can be provided the
Company  will be  successful  in this regard.  In addition,  the auditors of the
Company have raised  considerable doubt as to the ability of AGTsports,  Inc. to
continue as a going concern.  (See "Notes to Consolidated  Financial Statements"
below).

Liquidity and Capital Resources

     Cash and cash equivalent's  balance on September 30, 1998 was $685. Current
assets  were  $1,685  and  current  liabilities  were  $632,050.  There  was  no
significant  change in working  capital  during  fiscal year 1998 as the Company
continued   restructuring   with  the   objective   of  pursuing   new  business
opportunities.  At September 30, 1998, the Company has no underlying business or
investments and continues to experience  severe working capital  shortages.  For
the fiscal year ending  September 30, 1998, the Company had no sales or revenues
resulting  in a net  loss of  ($336,535).  The  loss  was  attributed  to  costs
associated  with the  restructuring  of the Company.  At September 30, 1998, the
Company has working capital deficiency of $630,365 and a stockholders deficit of
$690,365. In the opinion of management, the Company continues to experience lack
of adequate  funding to fully pursue its business plan. Given the severe working
capital  problems of  AGTsports,  Inc.,  the auditors of the Company have raised
significant  doubts as to the ability of AGTsports,  Inc. to continue as a going
concern.   (See  "Notes  to  Consolidated   Financial   Statements"  and  "Legal
Proceedings" included herein).

Material Commitments for Capital Expenditures

     As of  September  30,  1998,  the Company has no material  commitments  for
capital expenditures.

                                                                               7

<PAGE>

Unfavorable Trends or Uncertainties

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

Seasonal Aspects Bearing Upon Operations

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

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

     This  response  is  submitted  as a separate  section of this  report  (see
"Consolidated Financial Statements" below).

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

     After the Company's  former auditors  declined to stand for  reappointment,
the firm of Brimmer,  Burek,  Keelan & McNally,  Certified Public Accountants of
Tampa, Florida, was retained as the Company's auditors for the fiscal year ended
September 30, 1998. (See the Company's Form 8-K dated October 14, 1998.).

     In connection with their audits of the  Registrant's  financial  statements
for the two  most  recent  fiscal  years  and  during  subsequent  interim,  the
Registrant  has not had any  disagreements  with  either  firm on any  matter of
accounting principals or practices,  financial statement disclosure, or auditing
scope  or  procedure.  In  connection  with  their  audits  of the  Registrant's
financial  statements  for the fiscal year ended  September 30, 1997,  the prior
auditors report was qualified for uncertainties  related to possible  securities
violations  and for going  concern  issues.  The audit report for the year ended
fiscal 1998 also contains a qualification for the going concern issue.


                                    Part III

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

     As of  September  30, 1998,  the  Executive  Officers and  Directors of the
Company, their ages and positions held in the Company were as follows:

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

Cory J. Coppage               35                President/Treasurer/Secretary/
                                                Director

B. Mack DeVine                53                Director

Louis F. Coppage              62                Director

                                                                               8

<PAGE>


     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

Cory J. Coppage  - President, Treasurer, Secretary and Director

     Mr. Coppage, 35, joined the Company in fiscal 1996 and was became Secretary
and  Treasurer  in fiscal  1997.  In fiscal  1998,  Mr.  Coppage  became  acting
President  and is presently  serving as the sole officer of the Company  pending
completion  of  restructuring  measures.  He has over  nine  years  of  business
management  experience working with various public and private  companies.  From
1989 to 1994 he was a licensed  property &  casualty  insurance  agent and field
manager for Liability  Insurance  Operations  Network,  Inc.,  and W.J.  Plemons
Insurance  Agency of Atlanta,  GA.  From 1994 to 1998,  he was  Secretary  and a
member of the board of directors of American Consolidated Growth Corporation,  a
Colorado corporation.  Mr. Coppage is an officer of Citadel Environmental Group,
Inc., a public  company  based in Denver,  Colorado.  He earned a bachelor's  of
science in business administration at Regis University in 1985.

B. Mack DeVine - Director

Mr.  Devine,  53, is the  former  Chairman  and Chief  Executive  Officer of the
Company. He 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.  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. From 1982 to 1988, Mr. DeVine was Chairman,
CEO and  President of Key Energy  Enterprises,  Inc. 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.

Louis F. Coppage - Director

     Mr. Coppage, 62, accepted a nomination to serve 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,  ("AMGC"). 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

                                                                               9

<PAGE>

in  business as an account  executive  for  Conneticut  General  Life  Insurance
Company in 1964,  where he was  honored as a top  producer  and  featured in the
Company's  advertisements in publications such as Time,  Newsweek and U.S. World
Report. 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.


                                                                              10


<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

----------------------------------------------------------------------------------------------------------------------------------
Annual Compensation         Long term Compensation
----------------------------------------------------------------------------------------------------------------------------------
                                                                                   Awards           Payouts
----------------------------------------------------------------------------------------------------------------------------------
(a)                  (b)         (c)          (d)        (e)                 (f)          (g)         (h)               (i)
Name and                                                 Other            Restricted
Prinicpal          Fiscal                                Annual             Stock       Options/      LTIP           All Other
Position            Year      Salary($)     Bonus($)  Compensation ($)    Awards ($)    SARs (#)    Payouts ($)    Compensation($)
----------------------------------------------------------------------------------------------------------------------------------

<S>                 <C>       <C>           <C>           <C>             <C>          <C>            <C>            <C>
B. Mack DeVine      1998      $100,000 *      --             --              --        1,000,000        --             60,330
Chairman and CEO    1997      $ 94,500        --             --              --          533,300        --             34,080
(1)(2)              1996      $ 46,150        --             --            250,000         --           --               --

Gary Crews          1998      $ 31,730        --             --              --          200,000        --               --
President           1997      $ 48,000        --             --            250,000       533,300        --               --
(3)                 1996             0        --             --              --            --           --

Cory J. Coppage     1998      $ 36,000 *      --             --              --            --           --               --
Secretary &         1997      $ 36,000        --             --              --            --           --               --
Treasurer (4)       1996             0        --             --             50,000         --           --               --
</TABLE>


* Actual  1998  salary  paid  to  Devine  was  $20,504.67,  and to  Coppage  was
  $6,914.84, with related balances accrued as note payables at 9/30/98.

(1). Indicates  compensation  provided under Mr. DeVine's  employment  agreement
     with the Company.  The agreement  provided the incentive stock grant shares
     and authorizes  consecutive  options of up to 1,000,000  shares annually of
     the  Company's  issued and  outstanding  common  stock for a period of five
     years.  The agreement  also provides that Mr. DeVine may at any time during
     the term of the agreement  purchase up to $100,000 of the Company's  common
     stock at fair  market  value,  or  533,300  shares @ $0.18  per share as of
     September  30, 1997.  As of the date of filing of this report,  the Company
     has not issued the  options  nor have any  options  been  exercised  by Mr.
     DeVine.  Subsequent to September 30, 1998, Mr. DeVine  resigned as Chairman
     and CEO of the Company.

(2). Indicates  compensation provided under Mr. Crews' employment agreement with
     the  Company.  The  agreement  authorizes  options of up to 200,000  shares
     annually of the Company's issued and outstanding  common stock  exercisable
     for a period of five years.  The exercise  market price at January1 1998 is
     $0.13 per share.  As of the date of filing of this report,  the Company has
     not issued the options nor have any options been  exercised  by Mr.  Crews.
     Mr. Crews resigned effective March 1, 1998.

                                                                              11

<PAGE>


(3). Indicates  restricted stock award provided to Mr. Coppage in fiscal 1996 as
     an  incentive  stock grant  pursuant to his joining the  Company.  There is
     currently  no formal  employment  agreement  between  the  Company  and Mr.
     Coppage.


                        OPTION GRANTS IN LAST FISCAL YEAR
                                   See above.

                                INDIVIDUAL GRANTS
                                   See above.

                 AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES
                                   See above.

Other Compensation

     Additional  compensation paid to officers of the Company during fiscal 1998
included  automobile  allowances  paid to DeVine and  Coppage in the  amounts of
$500/mo,  and $200/mo.,  respectively.  The  compensation was accrued due to the
Company's working capital shortages.

     During fiscal 1998, the Company issued 50,000  restricted  common shares to
Kyle Ragsdale, a former employee of the subsidiary,  Tee Times of America,  Inc.
The compensation was paid in connection with the original acquisition agreement.

     During fiscal 1998, the Company did not provide group medical  insurance to
AGT officers and employees  and did not adopt a  comprehensive  employee  health
plan.  The Company made no  contributions  to any Defined  Contribution  Benefit
Plans on behalf of its employees in fiscal 1998.

Meetings of the Board of Directors

     During fiscal 1998, the Company's  board of directors met on two occasions.
There were no incumbent  directors who attended less than 75% of these  meetings
of the Board during that period.

Director Agreements and Compensation

     The Company's director  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 reimbursement of 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 1998, no compensation was paid or
distributed to any directors of the Company.

                                                                              12

<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, 1998 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, 1998 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, 1998, the total outstanding  shares of the Company's
common stock were 27,554,726.

Name, Position and Address           Number of Shares (1)       Percent of Class
--------------------------           -----------------          ----------------

Cory J. Coppage                             ---                        0 %
President, Treasurer,
Secretary, Director
621 17th Street Suite 1730
Denver, CO  80293

B. Mack DeVine, Director                1,783,300 (2)                  6 %
c/o DeVine & Associates
P.O. Box 620
Tampa, FL 33601

Louis F. Coppage, Director                120,166 (3)                 .0 %
5668 S. Rex Road
Memphis, TN 38119

Officers and Directors
  as a Group (three persons)            1,953,466 (4)                  7 % (5)


(1)  Includes all stock options available at September 30, 1998, pursuant to the
     terms of employment  agreements with the Company.  As of the date of filing
     of this report, none of the options have been issued or exercised.

(2)  Pursuant to Mr. DeVine's employment  agreement with the Company, the figure
     includes an  incentive  stock grant and option  shares as follows:  options
     granted  January 19998 to purchase up to 1,000,000  shares of the Company's
     common stock @ $0.13 per share and options  granted January 1997 to 533,300
     shares @ $0.18 per share. As of the date of filing of this report,  none of
     the options have been issued or exercised.

(3)  Includes  100,000  share common stock option  provided  under the Company's
     director service agreement.  As of the date of filing of this report,  none
     of the options have been issued or exercised.

(4)  At September 30, 1998,  1,000,000  preferred  shares issued and outstanding
     were held by a third  party,  Global  Links  Trading,  Ltd.  The shares are
     non-voting and convertible at the option of the holder into 2 shares of the
     Company's common stock upon demand.  (See "Notes to Consolidated  Financial
     Statements, Note 2 below).

                                                                              13

<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, 1998.  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
--------  ----------------------------------------------

     On May 27, 1997,  the joint  venture  agreement  dated  September  15, 1995
between  Global Links  Trading,  Ltd.,  ("GLT),  AGTsports,  Inc.,  and AMGC was
amended as follows:

     Revenue  sharing  arrangement was revised to provide for 85% of revenues to
the Company and 15% to AMGC.

     GLT  exchanged  6,850,000  common  shares of the Company and a note payable
with an  outstanding  principal  balance of  $172,500  for  1,000,000  shares of
preferred stock, plus $15,000.  The $15,000 cash payment was applied to the note
payable resulting in settlement of a note payable of $157,500 in connection with
this  transaction.  The preferred stock is convertible at the option of GLT at a
ratio of 2 restricted  common  shares for each  preferred  share  tendered.  The
preferred  stock bears an aggregate  dividend of $3,000 per month for 83 months.
As of September 30, 1998,  accrued dividend payments of $42,000 were unpaid. The
agreement  requires the Company to reissue all common stock  surrendered  by GLT
under  this  amendment  and all  future  payments  due by the  Company  shall be
suspended.  (See Related Party  Transactions in Notes to Consolidated  Financial
Statements below".)

     On July 10, 1998, GLT and the Company entered into a settlement  agreement.
Significant  provisions of the settlement  agreement are as follows: the Company
agreed to pay GLT $1,000 upon execution of the settlement agreement, and $10,000
on September 1, 1998.  The Company failed to make the September 1, 1998 payment,
and GLT may, at its sole option, void the settlement  agreement and exercise all
of its rights under the May 27, 1997 agreement discussed above.

     The former  president of the Company  resigned  effective  March 1, 1998. A
claim was filed with the  Oklahoma  Department  of Labor with respect to accrued
unpaid  wages and  expenses  incurred on behalf of the Company for an  aggregate
total of $14,615.  In  addition,  the former  president's  employment  agreement
provided for 200,000 stock options to be granted annually beginning December 31,
1997  through  December  31, 2001.  The options are  exercisable  at the average
closing bid price during the twenty trading days immediately  preceding the date
of grant.  The options are  exercisable for a period of five years following the
date of grant.  Although the Company is in dispute with the former  president as
to whether the former  president is entitled to common stock options  subsequent
to  employment  termination,  the options have been accrued as of September  30,
1998.

                                                                              14

<PAGE>



     Subsequent to fiscal 1997,  the Company has determined it may have violated
Section 5 of the  Securities  Act of 1993, as amended (the 93 Act) in connection
with the sale of $477,950 of the Company's common stock to approximately  thirty
individuals  in 1997. The Company has not complied with the provisions of either
Rule 505 or 506 and no Form D or other  similar  fillings  have been made  which
claim or substantiate the availability of a registration exemption under certain
Federal and State  securities  laws.  Violation of Section 5 of the Act entities
the purchaser of the security to recover from the Company the consideration paid
for the  security  together  with  interest  thereon.  The Company may also have
violated certain Blue-Sky laws of the various states, in which investors reside.

     The Company has taken  remedial  actions  which it  believes,  based on the
advice of legal  counsel,  may cure the  potential  violations  and ensure  full
compliance  in  the  future.   (See  Related  Party  Transactions  in  Notes  to
Consolidated Financial Statements below".)

                                                                              15



<PAGE>

                                 AGTsports, Inc.
                                 Tampa, Florida
                          Audited Financial Statements
                               September 30, 1998



<PAGE>




                                    CONTENTS
                                    --------




INDEPENDENT AUDITORS' REPORT                                             F-1

FINANCIAL STATEMENTS BALANCE SHEET                                       F-2

   STATEMENT OF OPERATIONS                                               F-3

   STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)                F-4

   STATEMENT OF CASH FLOWS                                            F-5 - F-6

   NOTES TO FINANCIAL STATEMENTS                                      F-7 - F-17




<PAGE>






                          Independent Auditors' Report

The Board of Directors
AGTsports, Inc.
Tampa, Florida

We  have  audited  the  accompanying  balance  sheet  of  AGTsports,  Inc.  (the
"Company") at September  30, 1998,  and the related  statements  of  operations,
shareholders'  equity (deficit),  and cash flows for the year then ended.  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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the fiscal 1998 financial  statements referred to above present
fairly,  in all  material  respects,  the  financial  position of the Company at
September  30,  1998 and the results of  operations  and cash flows for the year
then ended.

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

                                      BRIMMER, BUREK, KEELAN & McNALLY LLP


                                      Certified Public Accountants

July 23, 1999

                                                                             F-1
<PAGE>

                                 AGTsports, Inc.
                                 Tampa, Florida
                                  Balance Sheet
                               September 30, 1998

       ASSETS

Current:
   Cash                                                            $        685
                                                                   ------------

         Total current assets                                               685

Deposits                                                                  1,000
                                                                   ------------

         Total assets                                              $      1,685
                                                                   ============


       LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                                $    201,475
   Accrued expenses                                                      58,950
   Notes payable - current                                              371,625
                                                                   ------------

         Total current liabilities                                      632,050

Notes payable (less current portion)                                     60,000
                                                                   -------------
         Total liabilities                                              692,050

Shareholders' deficit:
   Convertible Preferred stock, $1.00 par value;
     5,000,000 shares authorized; 1,000,000
     shares issued and outstanding (Note 2)                           1,000,000
   Common stock, $.001 par value; 50,000,000
     shares authorized; 27,554,726 shares issued
     and outstanding                                                     27,555
Treasury stock                                                          (17,459)
Additional paid-in capital                                           22,392,893
Accumulated deficit                                                 (24,093,354)
                                                                   ------------

         Total shareholders' deficit                                   (690,365)
                                                                   ------------

         Total liabilities and shareholders' deficit               $      1,685
                                                                   ============



Please read accompanying notes.

                                                                             F-2

<PAGE>


                                 AGTsports, Inc.
                                 Tampa, Florida
                             Statement of Operations
                               September 30, 1998


Revenue:
   Sales                                                           $       --

Expenses:
   Salaries and director compensation                                    39,215
   Professional services                                                214,516
   General and administrative                                           106,431
   Travel and entertainment                                              30,747
                                                                   ------------

         Total expenses                                                 390,909
                                                                   ------------

Loss from operations                                                   (390,909)

Interest expense                                                        (39,798)
                                                                   ------------

Net loss before extraordinary items and
  provision for income taxes                                           (430,707)

Provision for income taxes                                                 --
                                                                   ------------
Loss before extraordinary items                                        (430,707)

Extraordinary items:
   Debt forgiveness                                                      94,172
                                                                   ------------

Net loss                                                           $   (336,535)
                                                                   ============

Loss per common share before extraordinary items                   $      (.015)

Extraordinary items per common share                                       .003
                                                                   ------------

Net loss per common share                                          $      (.012)
                                                                   ------------

Weighted-average shares of common stock outstanding                  27,120,218
                                                                   ============




Please read accompanying notes.
                                                                             F-3

<PAGE>
<TABLE>
<CAPTION>

                                                 AGTsports, Inc.
                                                 Tampa, Florida
                             Statement of Changes in Shareholders' Equity (Deficit)
                                                September 30, 1998


                                   Preferred Stock                Common Stock
                              -------------------------     ------------------------
                                Number                        Number                     Additional
                                 of                            of                         Paid-In        Treasury      Accumulated
                                Shares        Amount          Shares        Amount        Capital         Stock          Deficit
                              ----------   ------------    -----------    ----------    ------------   ------------    ------------

<S>        <C>  <C>            <C>         <C>              <C>          <C>            <C>            <C>             <C>
Balance at 9/30/97             1,000,000   $  1,000,000     24,871,947   $     24,872   $ 22,009,477   $    (16,720)   $(23,720,819)

Common stock issued
  for services                      --             --          263,785            264         50,282           --              --

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

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

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

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

Net loss                            --             --             --             --             --             --          (336,535)
                              ----------   ------------   ------------   ------------   ------------   ------------    ------------

Balance at 9/30/98             1,000,000   $  1,000,000     27,554,726   $     27,555   $ 22,392,893   $    (17,459)   $ 24,093,354
                              ==========   ============   ============   ============   ============   ============    ============








Please read accompanying notes.                                                                                                 F-4

</TABLE>


<PAGE>


                                 AGTsports, Inc.
                                 Tampa, Florida
                             Statement of Cash Flows
                               September 30, 1998



CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                              $(336,535)
Adjustments to reconcile net loss
  to net cash used in operating activities:
     Debt forgiven                                                      (94,172)
     Common stock issued for services                                    50,546
     (Increase) decrease in:
         Prepaid expenses                                                   581
         Other assets                                                    (1,000)
     Increase (decrease) in:
         Accounts payable                                                  (176)
         Accrued expenses                                                20,584
                                                                      ---------

              Net cash provided (used)
                by operating activities                                (360,172)
                                                                      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:                                      --
                                                                      ---------

              Net cash provided (used)
                by investing activities                                    --
                                                                      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                             276,855
     Principal payments on notes payable                                (16,875)
     Preferred stock dividends                                           (3,000)
     Proceeds from issuance of notes payable                            100,000
                                                                      ---------

              Net cash provided (used)
                 by financing activities                                356,980
                                                                      ---------

Net (decrease) increase in cash                                          (3,192)

Cash at beginning of year                                                 3,877
                                                                      ---------

Cash at end of year                                                   $     685
                                                                      =========



                                                                             F-5



<PAGE>

                                 AGTsports, Inc.
                                 Tampa, Florida
                       Statement of Cash Flows (Continued)
                               September 30, 1998



NONCASH FINANCING AND INVESTING ACTIVITIES:

     Common stock issued in connection with the
       settlement of certain accrued liabilities                        $120,005
                                                                        ========

     Common stock issued in connection with the
       settlement of accounts payable                                   $ 57,959
                                                                        ========

     Preferred stock dividends included in accounts payable             $ 36,000
                                                                        ========



SUPPLEMENTAL INFORMATION:

     Interest paid                                                      $  7,065
                                                                        ========

     Taxes paid                                                         $   --
                                                                        ========





Please read accompanying notes.                                              F-6



<PAGE>

                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998



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

Description of Business

AGTsports, Inc. (the "Company") has not sold significant products or services in
several  years.  The  Company  was  incorporated  under the laws of the state of
Colorado  on January 6, 1986 as  American  Merger  Control,  Inc.  In 1990,  the
Company changed its name to Ultratech  Knowledge Systems,  Inc., and in 1993 the
Company changed its name again to AGTsports, Inc. (AGT). During the fiscal years
ended September 30, 1991 and through September 30, 1998, the Company's  business
plan was to pursue  providing  technological  and software  services to golf and
related  industries.   In  1998,  the  Company  abandoned  this  business  plan.
Management of the Company is now pursuing  other  alternatives  such as possible
business combinations with other entities.

On January 10, 1997, the Company  acquired 100% of the outstanding  stock of Tee
Times  of  America,  Inc.  ("TTA").  TTA's  primary  business  activity  is  the
development  of computer  software for a golf tee time  reservation  system (see
Note 2). The operational  activities of TTA  substantially  ceased subsequent to
the acquisition and the corporate charter was terminated in February 1999.

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 suspended their operations in
fiscal 1996 due to lack of working  capital in order to  concentrate  on markets
within the United States (U.S.).  The Australian  company was terminated in June
1997. The European subsidiary was terminated in May 1999.

The Company owns 49% of Super Woman Systems,  Inc. (SWSI).  However,  because of
uncertainties  created by  management  disagreements  and cash flow  problems at
SWSI,  the Company does not expect to realize any benefit from this  investment.
No income or expense was recognized during the year ended September 30, 1998.

Summary of Significant Accounting Policies

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


                                                                             F-7
<PAGE>



                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998



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


Basis of Presentation

The  accompanying  financial  statements  have been  prepared on a going concern
basis which  contemplates  the  realization  of assets and the  satisfaction  of
liabilities  in the  normal  course  of  business.  As  shown  in the  financial
statements,  the Company has  incurred a net loss of $325,206 for the year ended
September 30, 1998. At September 30, 1998, the Company has a net working capital
deficit of $619,036 and a shareholder's deficit of $679,036,  all of which raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management has developed plans intended to remedy these conditions.  These plans
include  seeking other sources of financing such as the completion of a possible
business combination and the sale of common stock. No assurances can be given as
to the  success of these  plans.  The  financial  statements  do not include any
adjustments  that might  result  should the  Company be unable to  continue as a
going concern.

Use of Estimates

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

Cash and Cash Equivalents

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

Revenue Recognition

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







                                                                             F-8
<PAGE>


                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998



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

Stock-Based Compensation

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

Income Taxes

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

Comprehensive Income

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

Loss Per Share

Loss per common share has been computed based upon the  weighted-average  number
of shares outstanding during the period.  Although the Company's preferred stock
(Note  2)  and  options  (Note  5)  are  common  stock  equivalents,   they  are
antidilutive for the year ended September 30, 1998.







                                                                             F-9
<PAGE>


                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998



NOTE 2 - RELATED PARTY TRANSACTIONS

The Company has an agreement with Devine and Associates, Inc. and B. Mack Devine
("Mr.  Devine")  (the  "Agreement")  for Mr.  Devine to serve as Chairman of the
Board of Directors, President and Chief Executive Officer of the Company through
December 31, 2001. B. Mack Devine receives no direct cash  compensation from the
Company,  he is however an officer of Devine and Associates,  Inc. The Agreement
provides  for annual  consulting  fees  payable to Devine and  Associates,  Inc.
beginning January 1, 1997 payable as follows:

           Year Ending December 31,                            Amount
           ------------------------                            ------

                  1997                                       $  100,000
                  1998                                          150,000
                  1999                                          200,000
                  2000                                          250,000
                  2001                                          300,000

In addition,  the Agreement  provided for an incentive  bonus for the year ended
December 31, 1996 consisting of 250,000 shares of nondilutive  restricted common
stock.  These shares were issued to Devine and Associates,  Inc. Such amount was
recorded  during the year ended September 30, 1996.  Commencing  January 1, 1997
the  Agreement  provided  for the  payment of an annual cash bonus to Devine and
Associates,  Inc.  equal  to 5% of  earnings  before  taxes.  In  addition,  the
Agreement provides for stock option incentives to Mr. Devine as follows:

         Effective January 15, 1997 incentive stock options  exercisable through
         January 15, 2002 to purchase up to $100,000 in value of common stock at
         the closing bid price (approximately  533,300 shares.) In addition, the
         agreement  provides for  nonqualified  stock options with no expiration
         date to purchase  common stock at the average  closing bid price during
         the twenty trading days immediately  preceding the date of grant are to
         be granted as follows:

                   Date of Grant                          Number of
                    December 31,                           Options
                    ------------                           -------

                        1997                              1,000,000
                        1998                              1,000,000
                        1999                              1,000,000
                        2000                              1,000,000
                        2001                              1,000,000

Mr. Devine resigned as Chairman and CEO effective  September 30, 1998.  Based on
his employment  contract,  Mr. Devine  retains all options  granted prior to his
resignation.  10 AGTsports,  Inc. Tampa,  Florida Notes to Financial  Statements
September 30, 1998


                                                                            F-10
<PAGE>


                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998



NOTE 2 - RELATED PARTY TRANSACTIONS (Continued)

Per the  Agreement,  during the year ended  September  30, 1998,  fees earned by
Devine and Associates, Inc. were as follows:

         Consulting fees                                     $   144,550
         Administration and accounting                             9,280
         Automobile allowance                                      6,500
                                                             -----------

                                                             $   160,330
                                                             ===========

Approximately  $102,200  of these  fees  were  converted  to a note  payable  at
September 30, 1998.

In addition,  Devine and  Associates,  Inc. was reimbursed for certain  expenses
incurred on behalf of the Company as follows:

         Travel and entertainment                          $    23,429
         Other                                                   7,428
                                                           -----------

                                                           $    30,857
                                                           ===========

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  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 resolution  agreement  with a
former  affiliate,  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  shares of
common stock.  Such shares were issued in October 1995.  GLT  subsequently  sold
1,000,000 shares of common stock to third parties. In addition, GLT advanced the
Company $172,500 during the year ended September 30, 1996.

                                                                            F-11



<PAGE>


                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998



NOTE 2 - RELATED PARTY TRANSACTIONS (Continued)

On May 27, 1997, the Joint Venture  agreement  dated  September 15, 1995 between
Global Links Trading Ltd., AGTsports, Inc., and AMGC was amended as follows:

          Revenue sharing arrangement was revised to provide for 85% of revenues
          to the Company and 15% to AMGC.

          GLT exchanged 6,850,000 shares of common stock and a note payable with
          an outstanding  principal  balance of $172,500 for 1,000,000 shares of
          preferred stock plus $15,000.  The $15,000 cash payment was applied to
          the note  payable  resulting  in the  settlement  of a note payable of
          $157,500 in connection with this  transaction.  The preferred stock is
          convertible  at the  option  of  GLT  at a  ratio  of  two  shares  of
          restricted  common  stock  for each  share  of  preferred  stock.  The
          preferred stock bears an aggregate dividend of $3,000 per month for 83
          months. As of September 30, 1998, accrued dividend payments of $42,000
          were unpaid.  Such amounts have been  included in accounts  payable at
          September  30, 1998 in the  accompanying  balance  sheet.  The amended
          joint  venture  agreement  provides  for a  default  in  the  event  a
          preferred  stock  dividend  payment  remains  unpaid.   The  agreement
          requires  the Company to reissue all common stock  surrendered  by GLT
          under this amendment and all future  payments due by the Company shall
          be suspended.

On July 10,  1998  GLT and the  Company  entered  into a  settlement  agreement.
Significant provisions of the settlement agreement are as follows:

          The Company  agreed to pay GLT $1,000 upon execution of the settlement
          agreement and $10,000 on September 1, 1998. The Company failed to make
          the  September 1, 1998  payment and GLT may, at its sole option,  void
          the settlement  agreement and exercise all of its rights under the May
          27,  1997  agreement  discussed  above.  The $1,000 is  reported  as a
          deposit on the September 30, 1998 balance sheet.

NOTE 3 - NOTES PAYABLE

Notes payable consist of the following:

         Unsecured notes payable due on demand.
           Interest at 10%.                                       $   146,226

         Unsecured notes payable due on demand.
           Non-interest bearing.                                       30,000

                                                                            F-12



<PAGE>



                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998



NOTE 3 - NOTES PAYABLE (Continued)

         Unsecured notes payable.  Principal and
           accrued interest at 10%, due February
           and September 2000.                                    $    60,000

         Demand note  payable in full on June 10,
           1998 with  interest  at 11.5% payable
           monthly, guaranteed by a stockholder
           of the Company.                                             70,000

         Notes payable for $17,746 and $102,260 for
           services, due December 31, 1998.  Automatically
           renewing for 60 and 90 days, respectively.  If
           not paid by December 31, 1998, the notes will
           accrue interest at 12% as of July 1999.  No
           payments have been made.                                   120,006

         Other                                                          5,393
                                                                   ----------

         Total notes payable                                          431,625
         Less current portion                                         371,625
                                                                   ----------
         Total long-term debt                                      $   60,000
                                                                   ==========

Required payments on long-term debt are as follows:

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

               1999                                              $  371,625
               2000                                                  60,000
                                                                -----------

                                                                $   431,625
                                                                ===========

As of  September  30,  1998,  $58,950 of interest  was accrued  related to these
notes.

With the exception of the $30,000 in unsecured  non-interest  bearing notes, the
fair value of these obligations  approximates fair market value based on current
market rates. Because the non-interest bearing notes have no fixed maturity,  it
is  impossible  to  determine  a  fair  value  for  these  non-interest  bearing
obligations.



                                                                            F-13
<PAGE>



                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998


NOTE 4 - COMMITMENTS AND CONTINGENCIES

The former  president of the Company  resigned  effective March 1, 1998. A claim
was filed with the Oklahoma  Department of Labor with respect to accrued  unpaid
wages and expenses  incurred on behalf of the Company for an aggregate  total of
$14,615. In addition,  the former president's  employment agreement provided for
200,000 stock options to be granted annually beginning December 31, 1997 through
December 31, 2001. The options are  exercisable at the average closing bid price
during the twenty  trading days  immediately  preceding  the date of grant.  The
options are  exercisable for a period of five years following the date of grant.
Although the Company is in dispute  with the former  president as to whether the
former  president is entitled to common stock  options  subsequent to employment
termination, the options have been accrued as of September 30, 1998.

Accounts  payable  includes  $61,430  due to one of the  Company's  vendors.  In
February  1999,  the vendor  obtained a  judgement  against the Company for this
amount. In addition, the Company must pay interest on the unpaid judgement at 8%
per annum.

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  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.

The Company,  may,  have violated  certain  Federal and State laws in connection
with certain 1997 sales of common stock.  Certain of the possible violations are
discussed below.

The Company's sales of common stock to approximately  thirty persons aggregating
$477,950  in 1997  might  be  deemed  to be in  violation  of  Section  5 of the
Securities  Act of 1993 as amended  (the 93 Act).  The Company has not  complied
with the  provisions  of either  Rule 505 or 506 and no Form D or other  similar
fillings  have been made  which  claim or  substantiate  the  availability  of a
registration   exemption  under  certain  Federal  and  State  securities  laws.
Violation  of Section 5 of the Act  entities  the  purchaser  of the security to
recover from the Company the  consideration  paid for the security together with
interest  thereon.  The Company may also have violated  certain Blue-Sky laws of
the various states, in which investors reside.

The Company sold  certain  common  stock in 1997 and the  purchasers  were given
contractual nondilutive rights in the event of a reverse split or similar common
stock adjustment. The Company's Articles of Incorporation do not permit the sale
of nondilutive common stock.

The Company has taken  actions  which it believes,  based on the advice of legal
council,  may cure the above securities law and corporate law violations as well
as any  additional  securities  and  corporate  law  violations  that  may  have
occurred.  However,  the  effect  on the  Company,  if any,  as a result  of the
ultimate disposition of these matters cannot be determined.

                                                                            F-14
<PAGE>



                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998



NOTE 5 - STOCK BASED COMPENSATION AND STOCK OPTIONS

On August 29, 1996 the Company's  Board of Directors  approved a director  stock
option plan  whereby  417,964  shares were  reserved for grant to members of the
board of  directors.  The exercise  price will be the average stock price during
the twenty trading days immediately preceding the grant. No common stock options
were granted in  connection  with this plan during the year ended  September 30,
1998.

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

The Company applies APB Opinion 25 and related interpretations in accounting for
its plans.  Accordingly,  compensation  costs are  recognized as the  difference
between the exercise  price of each option and the market price of the Company's
stock at the date of grant.  No  compensation  costs  were  charged to income in
1998.  Had  compensation  for the Company's  stock option plans been  determined
based  on the fair  value at the  grant  dates  for  awards  under  those  plans
consistent with the method of FASB Statement 123, the Company's net income would
not have changed.

The following is a summary of the status of the Company's  stock option plans as
of September 30, 1998:

                                                   Number         Option Price
                                                 of Shares         Per Share
                                                 ---------         ---------

         Outstanding at 9/30/97                    908,333        $ .19 to .35
         Granted                                 1,200,000                 .13
         Exercised                                       -                   -
         Expired                                  (375,000)                .35
                                                ----------      --------------

                                                 1,733,333        $ .13 to .19
                                                ==========        ============

In addition,  during fiscal 1997 certain purchasers of common stock were granted
875,250 options to purchase one share of common stock for each dollar  invested.
Such options expire five years from the date of grant and are exercisable at 50%
of the market  value of the common  stock on the day of  exercise.  In addition,
175,000 options were issued to the selling shareholders of TTA. Such options are
exercisable  at $1 per  share.  At  September  30,  1998,  518,250  options  are
outstanding  with  respect to options  granted in  connection  with certain 1997
common stock sales and to the selling shareholders of TTA.

                                                                            F-15



<PAGE>


                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998


NOTE 6 - INCOME TAXES

The tax effects of temporary  differences that give rise to significant portions
of the deferred tax asset are:

         Deferred tax assets:
           Net operating loss carryforwards                   $ 4,852,854
           Goodwill                                                18,413
                                                              -----------

         Total gross deferred tax assets                        4,871,267

         Less valuation allowance                              (4,871,267)
                                                              -----------

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

A valuation  allowance has been established to reduce the deferred tax assets to
an amount that management  believes will ultimately be realized.  Realization of
deferred tax assets is dependent  upon  sufficient  future taxable income during
the period that  temporary  differences  and  carryforwards  are  expected to be
available to reduce taxable income.  Based on the Company's history of operating
losses  and  expectations  for  the  future,   management   believes  sufficient
uncertainty  exists regarding the  realizability of these items that a valuation
allowance  is  required.  Both the  deferred  tax  asset and  related  valuation
allowance  decreased  by  approximately   $3,600,000  because  of  a  change  in
assumptions  about the tax rate which will apply when the  differences  reverse.
The change in assumptions has no effect on the financial statements.

At September 30, 1998, the Company has net operating loss  carryforwards for tax
reporting purposes totaling approximately $22,753,000.  These carryforwards will
expire in the following fiscal years:

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

         2004                                            $  1,376,000
         2006                                               1,182,000
         2007                                               7,590,000
         2008                                               3,789,000
         2009                                               5,206,000
         2010                                               3,026,000
         2011                                                  92,000
         2012                                                 492,000
                                                         ------------

                                                         $ 22,753,000
                                                         ============

                                                                            F-16



<PAGE>


                                 AGTsports, Inc.
                                 Tampa, Florida
                          Notes to Financial Statements
                               September 30, 1998



NOTE 7 - DEBT FORGIVENESS

During  the  fiscal  year  ended  September  30,  1998,  the  Company  continued
negotiations  to  consolidate  operations  and  terminate all  subsidiaries.  In
connection  with these  efforts,  the Company was able to obtain  forgiveness of
approximately  $94,000 in accounts payable and accrued expenses related to these
subsidiaries.







                                                                            F-17






<PAGE>




SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the Registrant has duly caused this Form 10-KSB report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                           AGTsports, Inc.

Dated:  July 29, 1999                      By:  /s/  Cory J. Coppage
                                                --------------------------------
                                                President



Pursuant to the  requirements of the Securities  Exchange Act of 1934, this Form
10-KSB  report has been signed below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.



Dated:  July 29, 1999                      By:  /s/  Cory J. Coppage
                                                --------------------------------
                                                President


                                                                              16



<PAGE>


                                     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**
27                    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.



                                                                              17

<PAGE>