U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-KSB

(Mark One)

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

     For the fiscal year ended September 30, 1999

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from _______________ to ________________

Commission File No.  0-26327
                    ----------

                        The American Sports Machine, Inc.
                  --------------------------------------------
               (Name of small business registrant in its charter)

         Florida                                 65-0877744
-------------------------------                 -------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                   Identification No.)

222 Lakeview Avenue, Suite 160-146
West Palm Beach, FL                                 33401
---------------------------------                ----------
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number (561) 832-5698

Securities registered under Section 12(b) of the Exchange Act:

  Title of each class                            Name of each exchange
                                                 on which registered
        None
 --------------------------                      -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $.0001 par value
                                (Title of class)
                               -------------------
Copies of Communications Sent to:
                                 Donald F.  Mintmire, Esq.
                                 Mintmire & Associates
                                 265 Sunrise Avenue, Suite 204,
                                 Palm Beach, FL 33480
                                 Tel: (561) 832-5696      Fax: (561) 659-5371


<PAGE>



     Check whether the registrant (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been  subject to such  filing  requirements  for the past 90 days.

               Yes X     No
                  -----    -----

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

     State registrant's revenues for its most recent fiscal year. $0.00

     Of the  1,400,000  shares  of voting  stock of the  registrant  issued  and
outstanding as of December 15, 1999,  900,000 shares are held by non-affiliates.
Because of the absence of an  established  trading  market for the voting stock,
the  registrant is unable to calculate the aggregate  market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.




<PAGE>



                                     PART I

Item 1.    Description of Business

         (a)      Business Development

         The American  Sports  Machine,  Inc.  ("ASM") was  organized on June 2,
1995,  under the laws of the State of  Florida,  having  the  stated  purpose of
engaging in any lawful activities.  ASM was formed with the contemplated purpose
to build  recreational  centers for small organized sports activities  including
basketball,  handball,  racquetball,  as well as video games and other  computer
board  sports  activities.   The  business  concept  and  plan  was  based  upon
information  obtained by the incorporator several years before while working for
an unrelated  company with the same concept and business plan. The  incorporator
and sole  shareholder  was unable to obtain the  cooperation  and  assistance of
workers and  investors  to  implement  the  proposed  plan.  The primary area of
development  was to be in  Florida,  but was never  brought  to the  development
stage.  After development of a business plan and efforts to develop the business
failed,  all  efforts  were  abandoned  in 1996.  At that time ASM was unable to
obtain the necessary  contracts,  store  locations,  other  facilities,  and was
unable to obtain the necessary financing, therefore was unable to operate.

     ASM never engaged in an active trade or business throughout the period from
June 1995 until  just  recently.  The ASM  charter  was  suspended  (subject  to
reinstatement) by the State of Florida in 1996 for inactivity and failure to pay
annual fees and costs.  Its active  status was  reinstated  on December 1, 1998,
upon  payment of all past due fees and costs.  On December  1, 1998,  all of the
issued and  outstanding  shares of the common  stock of ASM were  acquired  from
Joseph  Ashley,  its then sole  shareholder.  The shares were purchased from Mr.
Ashley on behalf of the  investor  group.  Mr.  Ashley  distributed  the  shares
directly to each member of the investor  group.  The original  incorporator  and
shareholder agreed to exchange the 500,000 issued and outstanding shares held by
such  shareholder  to  the  new 25  member  investor  group  in  exchange  for a
commitment  by the new  shareholder  group to pay the cost of  reactivating  the
corporation, providing for its reinstatement, and bringing its books and records
up to date. The total of 500,000 shares was distributed 20,000 shares to each of
twenty-five (25) shareholders.  In addition,  ASM received gross proceeds in the
amount of $20,000  from the sale of a total of 400,000  shares of common  stock,
$.0001  par value per share  (the  "Common  Stock"),  in an  offering  conducted
pursuant to Section 3(b) and 4(2) of the Securities Act of 1933, as amended (the
"Act"),  and Rules 505 and 506 of  Regulation  D  promulgated  thereunder.  This
offering  was made in the  State  of  Georgia  and the  State  of  Florida.  ASM
undertook  the offering of shares of Common  Stock on December 1, 1998.  Also on
December 1, 1998,  ASM issued  500,000  shares of its Common Stock to Ms. Angela
Michelle  Bartolotta,   the  President,   Secretary  and  Treasurer  of  ASM  in
consideration  and in exchange for services  valued  at$25,000.00  in connection
with the  re-organization of ASM. On March 12, 1999, Ms. Bartolotta resigned her
position due to personal  conflicts and other personal  reasons and tendered her
500,000  shares  of  stock to ASM for  cancellation.  Such  shares  were in fact
canceled.  The company issued 500,000 shares of its common stock to James Donald
Brock, Jr., in consideration and in exchange for services valued at$25,000.00 to
complete the  reorganization  of ASM.  James Donald Brock,  Jr. was also elected
President,  Secretary,  Treasurer,  and Director of ASM.  (See "Recent  Sales of
Unregistered Securities")



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     ASM  then   began  to   consider   and   investigate   potential   business
opportunities.  ASM is  considered a  development  stage company and, due to its
status as a "shell" corporation, its principal business purpose is to locate and
consummate  a merger or  acquisition  with a private  entity.  Because  of ASM's
current status of having limited assets and no recent operating history,  in the
event  ASM  does  successfully  acquire  or  merge  with an  operating  business
opportunity,  it is likely  that  ASM's  present  shareholders  will  experience
substantial dilution and there will be a probable change in control of ASM.

     On December 1, 1998, ASM also determined it should become active in seeking
potential  operating  businesses and business  opportunities  with the intent to
acquire or merge with such businesses.

     Any target  acquisition  or merger  candidate of ASM will become subject to
the same reporting  requirements  as ASM upon  consummation of any such business
combination.  Thus, in the event that ASM successfully  completes an acquisition
or merger with another operating business,  the resulting combined business must
provide  audited  financial  statements  for at least the two most recent fiscal
years, or in the event that the combined operating business has been in business
less than two years,  audited  financial  statements  will be required  from the
period of inception of the target acquisition or merger candidate.

     ASM's principal executive offices are located at 222 Lakeview Avenue, Suite
160-157, West Palm Beach, FL 33401 and its telephone number is (561) 832-5698.


      (b)  Business of Registrant

     ASM has no recent operating  history and no  representation is made, nor is
any  intended,  that ASM will be able to carry  on  future  business  activities
successfully.  Further, there can be no assurance that ASM will have the ability
to acquire or merge with an operating business, business opportunity or property
that will be of material value to ASM.

     Management  plans to investigate,  research and, if justified,  potentially
acquire or merge with one or more  businesses  or  business  opportunities.  ASM
currently has no commitment or  arrangement,  written or oral, to participate in
any  business  opportunity  and  management  cannot  predict  the  nature of any
potential business opportunity it may ultimately consider.  Management will have
broad discretion in its search for and negotiations with any potential  business
or business opportunity.

Sources of Business Opportunities

     ASM intends to use  various  sources in its search for  potential  business
opportunities including its officer and director, consultants, special advisors,
securities  broker-dealers,   venture  capitalists,   member  of  the  financial
community  and others who may present  management  with  unsolicited  proposals.
Because of ASM's  limited  capital,  it may not be able to retain on a fee basis
professional  firms specializing in business  acquisitions and  reorganizations.
Rather,  ASM will most likely  have to rely on outside  sources,  not  otherwise
associated  with ASM,  that will accept  their  compensation  only after ASM has



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finalized a successful  acquisition or merger.  ASM will rely upon the expertise
and  contacts  of such  persons,  will use notices in written  publications  and
personal contacts to find merger and acquisition candidates, the exact number of
such contacts  dependent upon the skill and  industriousness of the participants
and the conditions of the  marketplace.  None of the participants in the process
will have any past business  relationship with management.  To date, ASM has not
engaged nor entered into any definitive agreements nor understandings  regarding
retention  of  any   consultant  to  assist  ASM  in  its  search  for  business
opportunities,  nor is  management  presently in a position to actively  seek or
retain any prospective consultants for these purposes.

     ASM does not intend to restrict its search to any specific kind of industry
or business. ASM may investigate and ultimately acquire a venture that is in its
preliminary or development stage, is already in operation,  or in various stages
of its corporate  existence and development.  Management  cannot predict at this
time the  status or  nature  of any  venture  in which  ASM may  participate.  A
potential  venture  might need  additional  capital or merely desire to have its
shares  publicly  traded.  The most  likely  scenario  for a  possible  business
arrangement  would  involve the  acquisition  of, or merger  with,  an operating
business  that does not need  additional  capital,  but which merely  desires to
establish a public trading market for its shares.  Management  believes that ASM
could  provide a potential  public  vehicle for a private  entity  interested in
becoming a publicly  held  corporation  without the time and  expense  typically
associated with an initial public offering.

Evaluation

     Once ASM has identified a particular  entity as a potential  acquisition or
merger  candidate,  management  will seek to determine  whether  acquisition  or
merger  is  warranted  or  whether  further  investigation  is  necessary.  Such
determination will generally be based on management's  knowledge and experience,
(limited solely to working history - See "Item 5. Directors, Executive Officers,
etc.") or with the assistance of outside advisors and consultants evaluating the
preliminary  information  available  to them.  Management  may  elect to  engage
outside  independent  consultants to perform  preliminary  analysis of potential
business  opportunities.  However,  because of ASM's limited  capital it may not
have the  necessary  funds for a complete and  exhaustive  investigation  of any
particular opportunity. Management will not devote full time to finding a merger
candidate,  will  continue  to  engage  in  outside  unrelated  activities,  and
anticipates  devoting  no more than an average of five (5) hours  weekly to such
undertaking.

         In evaluating such potential business opportunities, ASM will consider,
to the extent relevant to the specific  opportunity,  several factors  including
potential  benefits  to ASM and its  shareholders;  working  capital,  financial
requirements and availability of additional financing;  history of operation, if
any;  nature of present and  expected  competition;  quality and  experience  of
management; need for further research, development or exploration; potential for
growth and expansion;  potential for profits;  and other factors deemed relevant
to the specific opportunity.

         Because  ASM  has not  located  or  identified  any  specific  business
opportunity  as of the date hereof,  there are certain  unidentified  risks that
cannot  be  adequately  expressed  prior  to the  identification  of a  specific
business  opportunity.  There can be no assurance following  consummation of any
acquisition  or merger  that the  business  venture  will  develop  into a going
concern  or, if the  business  is already  operating,  that it will  continue to
operate successfully. Many


<PAGE>



of the  potential  business  opportunities  available to ASM may involve new and
untested products, processes or market strategies which may not ultimately prove
successful.

Form of Potential Acquisition or Merger

         Presently ASM cannot  predict the manner in which it might  participate
in a prospective business opportunity.  Each separate potential opportunity will
be reviewed and, upon the basis of that review,  a suitable  legal  structure or
method of  participation  will be  chosen.  The  particular  manner in which ASM
participates in a specific  business  opportunity will depend upon the nature of
that opportunity,  the respective needs and desires of ASM and management of the
opportunity,  and the  relative  negotiating  strength of the parties  involved.
Actual  participation  in a  business  venture  may  take  the  form of an asset
purchase,   lease,  joint  venture,   license,   partnership,   stock  purchase,
reorganization,  merger or  consolidation.  ASM may act  directly or  indirectly
through  an  interest  in  a   partnership,   corporation,   or  other  form  of
organization,  however,  ASM does not  intend to  participate  in  opportunities
through the purchase of minority stock positions.

     Because of ASM's current  status and recent  inactive  status for the prior
two (2)  years,  and its  concomitant  lack of  assets  and  relevant  operating
history,  it is likely that any  potential  merger or  acquisition  with another
operating  business  will  require   substantial   dilution  to  ASM's  existing
shareholders interests.  There will probably be a change in control of ASM, with
the incoming owners of the targeted merger or acquisition  candidate taking over
control of ASM.  Management has not  established any guidelines as to the amount
of control it will offer to prospective business opportunity  candidates,  since
this  issue  will  depend  to a  large  degree  on  the  economic  strength  and
desirability of each candidate,  and the corresponding relative bargaining power
of the parties. However, management will endeavor to negotiate the best possible
terms for the benefit of ASM's  shareholders as the case arises.  Management may
actively  negotiate or otherwise consent to the purchase of any portion of their
common stock as a condition  to, or in  connection  with,  a proposed  merger or
acquisition.  In such an event,  existing  shareholders  may not be  afforded an
opportunity to approve or consent to any particular  stock buy-out  transaction.
However the terms of the sale of shares held by present  management  of ASM will
be extended equally to all other current shareholders.

     Management  does not  have any  plans to  borrow  funds to  compensate  any
persons,  consultants,  or promoters in conjunction with its efforts to find and
acquire or merge with another business opportunity. Management does not have any
plans  to  borrow  funds  to  pay  compensation  to  any  prospective   business
opportunity, or shareholders,  management, creditors, or other potential parties
to the  acquisition or merger.  In either case, it is unlikely that ASM would be
able to borrow significant funds for such purposes from any conventional lending
sources.  In all  probability,  a public sale of ASM's  securities would also be
unfeasible,  and management does not contemplate any form of new public offering
at this time.  In the event that ASM does need to raise  capital,  it would most
likely have to rely on the private sale of its  securities.  Such a private sale
would be limited to persons exempt under the Commissions's Regulation D or other
rule, or provision for exemption, if any applies.  However, no private sales are
contemplated  by ASM's  management  at this  time.  If a  private  sale of ASM's
securities  is deemed  appropriate  in the future,  management  will endeavor to
acquire  funds on the best  terms  available  to ASM.  However,  there can be no
assurance that the Company will be able to obtain funding when and if needed, or
that  such  funding,  if  available,  can be  obtained  on terms  reasonable  or



<PAGE>



acceptable to them. ASM does not anticipate using Regulation S promulgated under
the  Securities  Act of 1933 to raise any funds any time  within  the next year,
subject only to its potential  applicability  after  consummation of a merger or
acquisition.

     In the event of a successful  acquisition or merger, a finder's fee, in the
form of cash  or  securities  of ASM,  may be paid to  persons  instrumental  in
facilitating the transaction. ASM has not established any criteria or limits for
the  determination  of a  finder's  fee,  although  most  likely an  appropriate
finder's fee will be  negotiated  between the parties,  including  the potential
business  opportunity   candidate,   based  upon  economic   considerations  and
reasonable  value as estimated and mutually agreed upon at that time. A finder's
fee would only be payable upon completion of the proposed  acquisition or merger
in the normal case, and management does not contemplate any other arrangement at
this  time.  Current  management  has  not  in  the  past  used  any  particular
consultants,  advisors or finders.  Management  has not  actively  undertaken  a
search for, nor retention of, any finder's fee arrangement  with any person.  It
is possible that a potential merger or acquisition  candidate would have its own
finder's fee  arrangement,  or other  similar  business  brokerage or investment
banking  arrangement,  whereupon  the terms may be  governed  by a  pre-existing
contract; in such case, ASM may be limited in its ability to affect the terms of
compensation,  but most  likely  the terms  would be  disclosed  and  subject to
approval  pursuant to submission of the proposed  transaction to a vote of ASM's
shareholders.  Management  cannot  predict  any other  terms of a  finder's  fee
arrangement at this time. If such a fee  arrangement  was proposed,  independent
management and directors  would  negotiate the best terms available to ASM so as
not to compromise  the fiduciary  duties of the  representative  in the proposed
transaction,  and ASM  would  require  that the  proposed  arrangement  would be
submitted to the shareholders for prior ratification in an appropriate manner.

     Management  does not  contemplate  that ASM would  acquire  or merge with a
business  entity in which any officer or director  of ASM has an  interest.  Any
such related party transaction,  however remote, would be submitted for approval
by an independent quorum of the Board of Directors and the proposed  transaction
would be submitted to the shareholders for prior  ratification in an appropriate
manner.  ASM's  management  has not  had  any  contact,  discussions,  or  other
understandings  regarding  any  particular  business  opportunity  at this time,
regardless  of any  potential  conflict of  interest  issues.  Accordingly,  the
potential  conflict of interest is merely a remote  theoretical  possibility  at
this time.

  Possible Blank Check Company Status

     While  ASM may be  deemed  a  "shell"  company  at this  time,  it does not
constitute a "blank check" company under pertinent  securities law standards.  A
"blank check"  company  under  pertinent  securities  law standards is a company
whose  business  plan is to primarily  pursue a merger or  aquisition  candidate
(i.e. no specific business plan), and which files a Registration Statement under
the 1933 Act and at such time  priced  its  shares at less than  $5.00 per share
while it continued to have no specific  business plan.  Accordingly,  ASM is not
subject to securities  regulations  imposed upon  companies  deemed to be "blank
check companies." If ASM were to file a registration  statement under Securities
Act of 1933 and,  at such  time,  priced its shares at less than $5.00 per share
and continued to have no specific  business plan, it would then be classified as
a blank check company.



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     If in the  future  ASM  were to  become  a  blank  check  company,  adverse
consequences  could attach to ASM. Such  consequences  can include,  but are not
limited to, time delays of the registration process,  significant expenses to be
incurred in such an offering,  loss of voting control to public shareholders and
the  additional  steps  required to comply with  various  federal and state laws
enacted  for  the  protection  of  investors,   including   so-called  "lock-up"
agreements  pending  consummation of a merger or acquisition  that would take it
out of blank check company status.

     Many states  (excluding  Florida where ASM is incorporated)  have statutes,
rules and regulations limiting the sale of securities of "blank check" companies
in their respective  jurisdictions.  Management does not intend to undertake any
efforts to cause a market to develop in the companies securities or to undertake
any offering of ASM's securities,  either debt or equity, until such time as ASM
has successfully  implemented its business plan described  herein.  In the event
ASM undertakes the filing of a registration  statement under  circumstances that
classifies  it as a blank  check  company the  provisions  of Rule 419 and other
applicable provisions will be complied with.

Rights of Shareholders

     ASM amended its Articles of  Incorporation  on March 10, 1999, to expressly
provide that the Board of Directors is authorized to enter into on behalf of the
corporation and to bind the corporation  without shareholder  approval,  any and
all acts approving the terms and conditions of a merger and/or a share exchange,
and shareholders  affected  thereby,  shall not be entitled to dissenters rights
with respect thereto under any applicable statutory dissenters rights provision.
This provision  expressly  eliminates  shareholder  participation  in the merger
and/or  share  exchange   contemplated  by  ASM  and  expressly  eliminates  any
shareholders  dissenters rights. ASM does not intend to provide its shareholders
with complete  disclosure  documentation  including  audited finance  statements
concerning  a  target   company  and  its  business  prior  to  any  mergers  or
acquisitions.

Competition

     Because  ASM  has  not  identified  any  potential  acquisition  or  merger
candidate,  it is  unable  to  evaluate  the  type  and  extent  of  its  likely
competition.  ASM is aware that there are several  other public  companies  with
only nominal assets that are also  searching for operating  businesses and other
business  opportunities as potential acquisition or merger candidates.  ASM will
be in direct  competition  with these other  public  companies in its search for
business  opportunities  and, due to ASM's limited funds, it may be difficult to
successfully compete with these other companies.

Employees

     As of the date hereof, ASM does not have any employees and has no plans for
retaining  employees until such time as business warrants the expense,  or until
ASM successfully acquires or merges with an operating business.  The Company may
find it necessary to periodically  hire part-time  clerical help on an as-needed
basis.

Industry Segments

     No information is presented regarding industry segments. ASM is presently a
development  stage company  seeking a potential  acquisition of or merger with a
yet to be identified business  opportunity.  Reference is made to the statements



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of income  included  herein in  response  to part F/S of this Form  10-KSB for a
report of ASM's operating history for the past two fiscal years.

Item 2.   Description of Property

Facilities

     ASM is  currently  using  at no cost  to ASM,  as its  principal  place  of
business offices of its current management,  James Donald Brock, Jr., located in
Atlanta, Georgia. Although ASM has no written agreement and pays no rent for the
use of  this  facility,  it is  contemplated  that  at  such  future  time as an
acquisition or merger  transaction may be completed,  ASM will secure commercial
office space from which it will conduct its business.  Until such an acquisition
or  merger,  ASM lacks any basis for  determining  the kinds of office  space or
other facilities necessary for its future business.  ASM has no current plans to
secure  such  commercial  office  space.  It is also  possible  that a merger or
acquisition candidate would have adequate existing facilities upon completion of
such a  transaction,  and ASM's  principal  offices may be  transferred  to such
existing facilities.

Item 3.   Legal Proceedings

     ASM is currently not a party to any pending legal  proceedings  and no such
action by, or to the best of its knowledge, against ASM has been threatened. ASM
was inactive from 1996 through the date of this Form 10-KSB.

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

     No matter was  submitted to a vote of the Company's  shareholders,  through
the  solicitation  of proxies or otherwise  from the Company's  inception to the
close of the 1999 fiscal year ended September 30, 1999, covered by this report.

Item 5.   Market for Common Equity and Related Stockholder Matters.

     Shares of ASM's  common  stock have  previously  been  registered  with the
Securities and Exchange  Commission (the  "Commission").  ASM intends to and has
made  application  to the NASD for ASM's shares to be quoted on the OTC Bulletin
Board. ASM's application to the NASD consists of current corporate  information,
financial  statements  and other  documents  as  required  by Rule 15c211 of the
Securities  Exchange  Act of 1934,  as amended.  Inclusion  on the OTC  Bulletin
Board,  when approved,  permits price quotation for ASM's shares to be published
by such service.

     ASM is not aware of any existing trading market for its common stock. ASM's
common stock has never traded in a public market. There are no plans, proposals,
arrangements or understandings with any person(s) with regard to the development
of a trading market in any of ASM's securities.

     If and when ASM's  common stock is traded in the  over-the-counter  market,
most likely the shares will be subject to the  provisions  of Section  15(g) and
Rule 15g-9 of the  Securities  Exchange Act of 1934,  as amended  (the  Exchange
Act"),  commonly referred to as the "penny stock" rule. Section 15(g) sets forth
certain  requirements  for  transactions  in penny  stocks  and Rule  15g9(d)(1)
incorporates  the  definition  of penny stock as that used in Rule 3a51-1 of the
Exchange Act.



<PAGE>



     The Commission generally defines penny stock to be any equity security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
registrant's  net  tangible  assets;  or  exempted  from the  definition  by the
Commission.  If ASM's  shares  are  deemed to be a penny  stock,  trading in the
shares  will  be  subject  to  additional   sales   practice   requirements   on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors,  generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or  maintain a market in ASM's common stock and may affect the ability
of shareholders to sell their shares.

     As of December  15,  1999,  there were 26 holders of record of ASM's common
stock.

     As of December 15, 1999,  ASM has issued and  outstanding  One Million Four
Hundred Thousand [1,400,000] shares of common stock. Of this total, Five Hundred
Thousand [500,000] shares were originally issued in transactions more than three
(3)  years  ago.  Such  shares  may be sold  or  otherwise  transferred  without
restriction pursuant to the terms of rule 144 ("Rule 144") of the Securities Act
of 1933, as amended (the "Act"), unless held by an affiliate. The remaining Nine
Hundred Thousand [900,000] shares were issued subject to Rule 144 and may not be
sold and/or transferred  without further  registration under the Act or pursuant
to an applicable exemption..

Dividend Policy

     ASM has not declared or paid cash  dividends or made  distributions  in the
past,  and ASM does not  anticipate  that it will  pay  cash  dividends  or make
distributions  in the foreseeable  future.  ASM currently  intends to retain and
reinvest future earnings, if any, to finance its operations.

Public Quotation of Stock

     ASM has as of this date requested a broker-dealer,  Public Securities,  300
North Argonne Road,  Suite 202 Spokane,  WA 99212,  to act as a market maker for
ASM's  securities.  ASM anticipates that other market makers may be requested to
participate  at a later  date.  ASM will not use  consultants  to obtain  market
makers. There have been no preliminary discussions between ASM, or anyone acting
on its behalf, and any market maker regarding the future trading market for ASM.


<PAGE>



Transfer Agent

     The Company selected  Interwest  Transfer Co. 1981 E. Murray Holladay Road,
Suite 100, Salt Lake City, Utah 84117 to serve as its transfer agent.

Item 6.   Management's Discussion and Analysis or Plan of Operation

     ASM is  considered a  development  stage  company  with  limited  assets or
capital,  and with no operations or income since  approximately  1996. The costs
and expenses  associated with the  preparation  and filing of this  registration
statement  and other  operations  of ASM have  been  paid for by a  shareholder,
specifically  James Donald Brock, Jr. (see Item 4, Security Ownership of Certain
Beneficial  Owners and  Management  James Donald Brock,  Jr. is the  controlling
shareholder).  Mr. Brock has agreed to pay future costs  associated  with filing
future  reports  under  Exchange  Act of 1934 if ASM is  unable  to do so. It is
anticipated that ASM will require only nominal capital to maintain the corporate
viability of ASM and any additional needed funds will most likely be provided by
ASM's  existing  shareholders  or its sole officer and director in the immediate
future.  Current  shareholders  have not agreed upon the terms and conditions of
future financing and such  undertaking  will be subject to future  negotiations,
except for the express  commitment of Mr. Brock to fund required 34 Act filings.
Repayment  of any such funding  will also be subject to such  negotiations.  The
ability of ASM to continue as a going concern long term (beyond 12-24 months) is
contingent upon the successful completion of a business combination.

     Since its inception,  the Company has conducted minimal business operations
except for  organizational and capital raising  activities.  The Company has not
realized any revenues  since its inception  due to the fact that its  executive,
Mr.  Brock  has  been  primarily  engaged  in  organizational   and  promotional
activities on behalf of the Company.  As a result, from inception (June 2, 1995)
through  September  30,  1999,  the Company  had $0.00  revenue.  Total  Company
operations and operating expenses as of September 30, 1999 were $ 42,289.00.

Financial Condition, Capital Resources and Liquidity

     At September  30, 1999,  the Company had assets  totaling $ 2,711.00 and an
accumulated  deficit of $  43,289.00  attributable  to accrued  legal  expenses,
organization  expenses and professional fees. Since the Company's inception,  it
has received $ 46,000.00 in cash contributed as  consideration  for the issuance
of shares of Common Stock.

Net Operating Losses

     The Company has net operating loss  carry-forwards of $ 42,289.00  expiring
in 2014. The company has a $ 8,400.00 deferred tax asset resulting from the loss
carry-forwards,  for which it has  established a 100% valuation  allowance.  The
Company  may not be able to utilize  such  carry-forwards  as the Company has no
history of profitable operations.




<PAGE>



     In the  opinion  of  management,  inflation  has not and  will  not  have a
material  effect on the  operations  of ASM until such time as ASM  successfully
completes an acquisition or merger.  At that time,  management will evaluate the
possible  effects  of  inflation  on  ASM as it  relates  to  its  business  and
operations following a successful acquisition or merger.

     Management  plans may but do not currently  provide for experts to secure a
successful  acquisition or merger partner so that it will be able to continue as
a going concern.  In the event such efforts are  unsuccessful,  contingent plans
have been  arranged  to  provide  that the  current  Director  of ASM is to fund
required  future  filings under the 34 Act without  reimbursement,  and existing
shareholders  have  expressed an interest in additional  funding if necessary to
continue ASM as a going concern.

Plan of Operation

     During the next twelve months,  ASM will actively seek out and  investigate
possible business  opportunities with the intent to acquire or merge with one or
more business  ventures.  In its search for business  opportunities,  management
will follow the  procedures  outlined  in Item 1 above.  Because the Company has
limited  funds,  it may be necessary for the sole officer and director to either
advance  funds to ASM or to accrue  expenses  until  such  time as a  successful
business  consolidation  can be made.  ASM will not make it a condition that the
target  company  must  repay  funds  advanced  by its  officers  and  directors.
Management  intends to hold  expenses to a minimum  and to obtain  services on a
contingency  basis  when  possible.  Further,  ASM's  directors  will  defer any
compensation until such time as an acquisition or merger can be accomplished and
will  strive  to have  the  business  opportunity  provide  their  remuneration.
However,  if ASM  engages  outside  advisors  or  consultants  in its search for
business  opportunities,  it may  be  necessary  for  ASM to  attempt  to  raise
additional  funds. As of the date hereof,  ASM has not made any  arrangements or
definitive  agreements to use outside  advisors or  consultants  or to raise any
capital. In the event ASM does need to raise capital most likely the only method
available  to ASM would be the private  sale of its  securities.  Because of the
nature of ASM as a development stage company,  it is unlikely that it could make
a public sale of securities or be able to borrow any significant sum from either
a commercial or private lender.  There can be no assurance that ASM will able to
obtain  additional  funding  when  and if  needed,  or  that  such  funding,  if
available, can be obtained on terms acceptable to ASM.

     ASM does not intend to use any  employees,  with the possible  exception of
part-time  clerical  assistance  on an  as-needed  basis.  Outside  advisors  or
consultants  will be used only if they can be obtained  for minimal cost or on a
deferred payment basis.  Management is convinced that it will be able to operate
in this manner and to continue its search for business  opportunities during the
next twelve months.

Year 2000 Compliance

     The Company is  currently  in the  process of  evaluating  its  information
Technology for Year 2000  compliance.  The Company does not expect that the cost
to modify its information  Technology  infrastructure  to be Year 2000 compliant
will be  material  to its  financial  condition  or results of  operations.  The
Company does not  anticipate  any material  disruption  in its  operations  as a
result of any failure by the Company to be in compliance.


<PAGE>



Forward-Looking Statements

     This Form 10-KSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-KSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof),  business
strategy,  expansion and growth of the Company's  business and  operations,  and
other such matters are forward-looking statements. These statements are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the  control of the  Company.  Consequently,  all of the  forward-looking
statements made in this Form 10-KSB are qualified by these cautionary statements
and  there  can  be  no  assurance  that  the  actual  results  or  developments
anticipated by the Company will be realized or, even if substantially  realized,
that they will have the expected consequence to or effects on the Company or its
business or  operations.  The Company  assumes no obligations to update any such
forward-looking statements.

Item 7.   Financial Statements

     The  Company's  financial  statements  have  been  examined  to the  extent
indicated  in their  reports  by Dorra,  Shaw,  & Dugan,  independent  certified
accountants,  and have been  prepared  in  accordance  with  generally  accepted
accounting  principles  and pursuant to  Regulation  S-B as  promulgated  by the
Securities and Exchange  Commission and are included herein,  on Page F-1 hereof
in response to Part F/S of this Form 10-KSB.

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

         Because the Company has been generally inactive since its inception, it
has had no independent accountant until the retention in November 1998 of Dorra,
Shaw & Dugan, CPA's, 270 South County Road, Palm Beach, Florida 33480. There has
been no  change  in the  Company's  independent  accountant  during  the  period
commencing with the Company's retention of Dorra, Shaw & Dugan,  CPA's,  through
the date hereof.


<TABLE>
<S>                                                    <C>
THE AMERICAN SPORTS MACHINE, INC.
TABLE OF CONTENTS

Independent Auditors' Report                           F-1
Balance Sheet                                          F-2
Statement of Operations and Accumulated Deficit        F-3
Statement of Changes in Stockholders' Equity           F-4
Statement of Cash Flows                                F-5
Notes to Financial Statements                          F-6
</TABLE>




<PAGE>



                               Dorra Shaw & Dugan
                          Certified Public Accountants

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
The American Sports Machine, Inc.
Palm Beach, Florida

We have audited the  accompanying  balance sheet of The American Sports Machine,
Inc. (a Florida  corporation) and (a development  stage company) as of September
30, 1999, and the related statements of operations,  accumulated  deficit,  cash
flows and changes in stockholders'  equity for the period December 1, 1998 (date
of  inception)  to  September  30,  1999.  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 financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of The American Sports Machine,
Inc. as of  September  30, 1999 and the results of its  operations  and its cash
flows and changes in  stockholders'  equity for the period from December 1, 1998
(date of inception) to September 30, 1999 in conformity with generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has incurred net losses since its inception. The Company's financial
position and  operating  results  raise  substantial  doubt about its ability to
continue as a going concern.  Management's plan regarding those matters also are
described in Note D. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

/s/ Dorra Shaw & Dugan
-------------------------------
Certified Public Accountants

December 17, 1999

                  270 South County Road * Palm Beach, FL 33480
                  Telephone (561) 822-9955 * Fax (561) 822-9955
                              Website: dsd-cpa.com
                                       F-1



<PAGE>



<TABLE>
<CAPTION>

THE AMERICAN SPORTS MACHINE, INC.
( A Development Stage Company)

BALANCE SHEET



September 30, 1999

ASSETS
<S>                                                              <C>
Current Assets:
                                                           Cash  $        2,711

TOTAL CURRENT ASSETS                                                      2,711

                                                                 $        2,711

LIABILITIES

Current Liabilities:
                                               Accrued expenses  $            -
TOTAL CURRENT LIABILITIES                                                     -
                                                                              -

STOCKHOLDERS' EQUITY

Common stock - $.0001 par value -
  50,000,000 shares authorized 1,400,000
  shares issued and outstanding 140
  Preferred stock - No par value
  - 10,000,000 shares authorized
      No shares issued or outstanding                                         -
Additional paid-in-capital                                               45,860
Accumulated deficit                                                     (43,289)

TOTAL STOCKHOLDERS' EQUITY                                                2,711

                                                                 $        2,711
</TABLE>


     The accompanying notes are an integral part of the financial statements
                                       F-2




<PAGE>



<TABLE>
<CAPTION>

THE AMERICAN SPORTS MACHINE, INC.
( A Development Stage Company)

STATEMENT OF OPERATIONS AND  ACCUMULATED DEFICIT



For the period October 1, 1998 (date of inception) to Serptember 30, 1999
<S>                                                                <C>
Revenues                                                           $          -

Operating expenses:
                                 Professional fees  $     39,657
                                 Organization costs        2,632         42,289

Loss before income taxes
                                                                        (42,289)
Income  taxes                                                                 -

Net loss
                                                                        (42,289)

Accumulated deficit - October 1, 1998
                                                                         (1,000)

Accumulated deficit - September 30, 1999                           $    (43,289)

Net loss per share                                                 $      (0.03)

Weighted average shares of common stock                            $  1,249,589
</TABLE>


     The accompanying notes are an integral part of the financial statements
                                       F-3



<PAGE>




<TABLE>
<CAPTION>
THE AMERICAN SPORTS MACHINE, INC.
( A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY





For the period October 1, 1998 (date of inception) to September 30, 1999
--------------------------------------------------------------------------------
<S>                               <C>       <C>        <C>      <C>         <C>          <C>
                                                                Additional
                                  Number of  Preferred Common   Paid - In   Accumulated
                                  Shares     Stock     Stock    Capital     Deficit           Total
                                  ---------- --------  -------  ----------- -----------  ------------

Beginning balance:
         June 2, 1995 - Services  $  500,000 $     -   $    50  $      950  $        -   $     1,000

Issuance of Common Stock:
     December 1, 1998 - Services     500,000       -        50      24,950           -        25,000
                December 1, 1998     400,000       -        40      19,960           -        20,000

Accumulated deficit                       -        -         -           -     (43,289)      (43,289)
--------------------------------  ---------- --------  -------- ----------- -----------  ------------

                                  $1,400,000 $     -   $   140  $   45,860  $  (43,289)  $     2,711
--------------------------------  ---------- --------  -------- ----------- -----------  ------------
</TABLE>



     The accompanying notes are an integral part of the financial statements
                                       F-4



<PAGE>




<TABLE>
<CAPTION>

THE AMERICAN SPORTS MACHINE, INC.
(A Development Stage Company)

Statement of Cash Flows



For the period October 1, 1998 (date of inception) to September 30, 1999
---------------------------------------------------------------------------
<S>                                                              <C>
Operating Activities:
Net loss                                                         $     (42,289)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
         Increase in:
           Issuance of common stock for services                         25,000

Net cash used by operating activities                                   (17,289)

Financing activities:
         Issuance of Common Stock                                        20,000

Net cash provided by financing activities                                20,000

Net increase in cash                                                      2,711

Cash - September 30, 1999                                         $       2,711
</TABLE>



     The accompanying notes are an integral part of the financial statements
                                       F-5



<PAGE>



The American Sports Machine, Inc.
Notes to Financial Statements

Note A - Summary of Significant Accounting Policies:

Organization

The American  Sports  Machine,  Inc. (a development  stage company) is a Florida
Corporation  organized  June 2,  1995 to build  recreational  centers  for small
organized sports activities including basketball, handball, racquetball, as well
as video games and other computer board sports activities. The Company failed in
its  attempt  to  implement  its  initial  business  plan and  during  June 1996
abandoned  its efforts.  The Company had no  operations  for the period prior to
June 1996.  The Company was  inactive and there were no  transactions  from June
1996 to the date of  reinstatement  by the State of Florida on  December 1, 1998
that affect the balances reflected in the financial statements as of December 1,
1998.

The Company has a new business  plan,  which was adopted on or about December 1,
1998, which is to engage in seeking potential operating  businesses and business
opportunities  with the intent to acquire  or merge  with such  businesses.  The
assets of the Company  will be used for its  expenses of  operation to implement
this plan.

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a September 30 year end.

Start - Up Costs

Start - up and organization costs are being expensed as incurred.

Loss Per Share

The  computation  of loss per  share of  common  stock is based on the  weighted
average number of shares outstanding at the date of the financial statements.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

Note B - Stockholders' Equity:

On June 2, 1995, the Company  issued 500,000 shares of common stock,  in lieu of
cash,  for the fair market value of services  rendered by its initial  officer -
stockholder.  On or about December 1, 1998,  third parties  purchased the shares
from the  initial  officer -  stockholder.  On or about  December  1, 1998,  the
Company  issued  500,000  shares  of its  common  stock to its sole  officer  in
exchange for services  valued at $25,000.  Subsequently  the same third  parties
purchased at $0.05 per share,  400,000 shares of the common stock of the Company
in a private  placement  pursuant  to  Regulation  D of the SEC.  The $39,657 in
professional  fees  includes  the  costs and  expenses  (including  legal  fees)
associated with the preparation and filing of the registration

                                       F-6


<PAGE>



Note B - Stockholders' Equity (Cont'd):

statement.  Included in professional  fees are additional  legal fees of $34,157
for merger and acquisition  activities  unrelated to the registration  statement
and $5,500 in auditing and accounting fees.

At September 30, 1999,  the Company had authorized  50,000,000  shares of $.0001
par value  common  stock and had  1,400,000  shares of common  stock  issued and
outstanding.  In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific  terms;  conditions,  limitations  and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of September 30, 1999.

Note C - Income Taxes:

The Company has a net operating loss carry forward of $42,289 that may be offset
against  future  taxable  income.  If not used, the carry forward will expire in
2014.

The amount recorded as deferred tax assets,  cumulative as of September  30,1999
is $8,400,  which represents the amounts of tax benefits of loss carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$8,400, as the Company has no history of profitable operations.

Note D - Going Concern:

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applied  to  a  going  concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The Company has incurred losses from its inception  through September
30, 1999. It has not  established  revenues  sufficient to cover operating costs
and to allow it to  continue  as a going  concern.  Management  plans  currently
provide for experts to secure a successful acquisition or merger partner so that
it will be able to continue as a going  concern.  In the event such  efforts are
unsuccessful,  contingent  plans have been  arranged to provide that the current
Director of the Company is to fund required future filings under the 34 Act, and
existing  shareholders  have  expressed  an  interest in  additional  funding if
necessary to continue the Company as a going concern. The sole  director/officer
of the Company has to acquire an  additional  $20,000 in stock of the Company on
or before  February 1, 1999, if such funds are needed to continue the operations
of the Company.


                                       F-7



<PAGE>



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

         The director and executive  officer of ASM and his respective age is as
follows:

Name                     Age   Position
------------------       ---   -------------------------------
James Donald Brock, Jr.  31    Director, President, Secretary and Treasurer

     All directors hold office until the next annual meeting of stockholders and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements  with respect to the election of directors.  ASM has not  compensated
its directors for service on the Board of Directors or any committee thereof. As
of the date  hereof,  no  director  has accrued  any  expenses or  compensation.
Officers are  appointed  annually by the Board of Directors  and each  executive
officer  serves at the  discretion of the Board of Directors.  ASM does not have
any standing committees at this time.

     No  director,  or officer,  or  promoter  of ASM has,  within the past five
years, filed any bankruptcy  petition,  been convicted in or been the subject of
any  pending  criminal  proceedings,  or is any such  person the  subject or any
order,  judgment  or decree  involving  the  violation  of any state or  federal
securities laws.

     The  business  experience  of the person  listed above during the past five
years is as follows:

     Mr. James Donald Brock, Jr., 31 years of age, is an Arts and Science Degree
graduate of Santa Fe Community College and Emory University,  Atlanta,  Georgia.
Mr. Brock was a student in the education programs from 1993 to 1997. In 1997, he
received his B.S. Degree in Mathematics from Georgia State University,  Atlanta,
Georgia.  From 1992 to 1997,  Mr. Brock was employed at Savage  Pizza,  Atlanta,
Georgia. In 1997-98, Mr. Brock served as a student-teacher at North Atlanta High
School,  Atlanta,  Georgia.  In 1998, Mr. Brock was employed and continues to be
employed as a mathematics teacher at Decatur High School, Decatur, Georgia.

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

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
ASM's  executive  officers and  directors and persons who own more than 10% of a
registered  class of ASM's equity  securities,  to file with the  Securities and
Exchange  Commission  (hereinafter  referred  to as  the  "Commission")  initial
statements of beneficial  ownership,  reports of changes in ownership and annual
reports concerning their ownership,  of Common Stock and other equity securities
of ASM on Forms 3, 4, and 5,  respectively.  Executive  officers,  directors and
greater than 10% shareholders are required by Commission  regulations to furnish
ASM with copies of all Section 16(a)  reports they file. Mr Brock  comprises all
of ASM's executive officers, directors and greater than 10% beneficial owners of
its common  Stock,  and has  complied  with Section  16(a)  filing  requirements
applicable to them during ASM's most recent fiscal year.


Item 10.  Executive Compensation

     ASM has not had a bonus, profit sharing, or deferred  compensation plan for
the  benefit  of its  employees,  officers  or  directors.  ASM has not paid any
salaries or other  compensation to its officers,  directors or employees for the



<PAGE>



years ended 1997 and 1998,  nor at any time during  1999.  Further,  ASM has not
entered into an employment agreement with any of its officers,  directors or any
other persons and no such  agreements are  anticipated in the immediate  future.
ASM's  officer and director will forego any  compensation  until such time as an
acquisition  or merger  can be  accomplished  and the new  business  opportunity
provide  any  remuneration.  As of the date  hereof,  no person has  accrued any
compensation from ASM. No compensation will accrue in the interim period.

Compensation of Directors

     The Company does not provide  officers  with  pension,  stock  appreciation
rights, long-term incentive or other plans but has the intention of implementing
such plans in the future.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth  information,  as of December 15, 1999, with
respect to each person  known by ASM to own  beneficially  more than 5% of ASM's
outstanding common stock, each director of ASM and all directors and officers of
ASM as a group.

<TABLE>
<S>                                     <C>                      <C>
Name of Address of                      Amount and Nature of     Percent of
Beneficial Owner                        Beneficial Ownership     Class
------------------------------          ----------------------   ----------
James Donald Brock, Jr.                 500,000                  35.7%
222 Lakeview Avenue, Suite 160-146
West Palm Beach, FL   33401

All Executive Officers and Directors
as a Group (one person)                 500,000                  35.7%
-----------------
</TABLE>

Item 12.          Certain Relationships and Related Transactions

     On December 1, 1998 the Company  issued  500,000 shares of its Common Stock
to Ms.  Angela M.  Bartolotta,  the sole  officer and director of the Company in
consideration  and in exchange for services  valued at 25,000 in connection with
the  reorganization  of ASM. On March 12,  1999,  Ms.  Bartolotta  resigned  her
position due to personal  conflicts and other personal  reasons and tendered her
500,000 shares of stock to the company for cancellation such shares were in fact
canceled.

     On March 2, 1999, ASM issued and sold 500,000 shares of the Common Stock to
Mr.  Brock,  the  President,  Secretary  and  Treasurer  of ASM and  record  and
beneficial owner of approximately  35.7% of ASM's  outstanding  Common Stock, in
consideration and exchange therefore for services valued at$25,000 in connection
with the  reorganization  of ASM.  Services  rendered  and to be rendered by Mr.
Brock  include  the  restructuring  of  ASM,   obtaining   requisite   financial
assistance, searching for merger and acquisition candidates, and a commitment on
the  part  of  Mr.  Brock  to  fund,  if  necessary,  future  filings  of 34 Act
requirements without reimbursement..

     In addition Mr. Brock has paid for the cost and  expenses  associated  with
the filing of this Form 10-KSB and other operations of ASM.



<PAGE>



     At the  current  time,  ASM  has  no  provision  to  issue  any  additional
securities  to  management,   promoters  or  their   respective   affiliates  or
associates.  At such time as the Board of  Directors  adopts an  employee  stock
option or pension  plan,  any  issuance  would be in  accordance  with the terms
thereof and proper approval.  Although ASM has a very large amount of authorized
but  unissued  Common  Stock and  Preferred  Stock  which may be issued  without
further  shareholder  approval or notice,  ASM intends to reserve such stock for
the Rule 506 offerings for acquisitions.

     During  ASM's  last two  fiscal  years,  there  have  not  been  any  other
transactions  between ASM and any  officer,  director,  nominee for  election as
director,  or any  shareholder  owning  greater  than five percent (5%) of ASM's
outstanding  shares,  nor  any  member  of  the  above  referenced  individuals'
immediate family.

     James Donald  Brock,  Jr., may be deemed to be a "promoter"  of ASM as that
term is defined under the Rules and Regulations promulgated under the Act.


Item 13.          Exhibits and Reports on Form 8-K.

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described  in the  following  index of  exhibits,  are  incorporated  herein  by
reference, as follows:

Exhibit No.     Exhibit Name
------------    ---------------------
3(i).1          Articles of Incorporation filed June 2, 1995 (1)

3(i).2          Articles of Amendment filed March 10, 1999 (1)

3(ii).1         By-laws (1)

27       *      Financial Data Schedule

(1)  Incorporated  herein by  reference  to the  Registration  Statement on Form
10-KSB of ASM (File No.  0-26327),  filed with the U.S.  Securities and Exchange
Commission.

(b) No Reports on Form 8-K were filed during the last quarter of the fiscal year
ended September 30, 1999, covered by this Annual Report on Form 10-KSB.

* Filed herein



<PAGE>



                                   Signatures

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  report to be signed on its behalf by the  undersigned,  there unto
duly authorized.

                                The American Sports Machine, Inc.
                                (Registrant)

Date: December 28, 1999         BY:  /s/ James Donald Brock, Jr.
                                     ------------------------------------
                                     James Donald Brock, Jr., President

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

Date                   Signature                           Title
---------------        -----------                         ------------
December 28, 1999      BY:  /s/ James Donald Brock, Jr.
                            ---------------------------
                             James Donald Brock, Jr.       President, Secretary,
                                                           Treasurer, Director