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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000.
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO _________.
Commission File Number: _____________
TOTAL ENTERTAINMENT INC.
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(Name of Small Business Issuer in its Charter)
INDIANA 35-1504940
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
(Zip Code)
1411 Peel Street, Suite 500, Montreal, Quebec, Canada H3A 1S5
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(Address of Principal Executive Offices)
(514) 842-6999
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports 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 [ ]
As of May 11, 2000, there were 57,758,443 shares of the issuer's common
stock outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
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Total Entertainment, Inc. and Subsidiaries
Consolidated Balance Sheet
as at March 31, 2000 and December 31, 1999
December 31, March 31,
1999 2000
(unaudited)
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ASSETS
Current assets
Cash 23,865 16,972
Accounts receivable 73,289 98,487
Prepaid and other 102,500
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Total current assets 97,154 217,959
Property and equipment
Computer equipment 302,862 309,241
Other furniture and fixtures 30,683 30,683
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333,545 339,924
Less accumulated depreciation 70,150 94,662
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263,395 245,262
Deferred licensing fees 308,037 126,552
Other assets 28,657 25,001
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697,243 614,774
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Accounts payable and accrued liabilities 163,271 75,193
Customer account deposits 201,457 114,083
Current maturities of capital lease
obligations 24,838 25,204
Deferred compensation 540,000 625,000
Due to directors and stockholders 45,566 200,567
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Total current liabilities 975,132 1,040,047
Capital lease obligations, less current
maturities 37,639 14,945
Deferred income 464,682 0
Stockholders' equity (deficiency)
Common stock, $.001 par value, authorized
200,000,000 shares:
Issued and outstanding: 57,888,443 shares 57,388 57,388
Additional paid-in capital 2,460,695 2,460,695
Accumulated deficit (3,298,293) (2,958,301)
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(780,210) (440,218)
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697,243 614,774
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1
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Total Entertainment Inc. and Subsidiaries
Consolidated Statement of Operations
Three months ended March 31, 2000 and 1999
(unaudited)
March 31, March 31,
1999 2000
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Income
Gaming revenues, net $266,673 $ 162,684
Commissions earned - 47,250
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266,673 209,934
Costs and expenses
Cost of operations 109,776 132,297
Research and development 4,000 18,008
Selling, general and administrative 271,230 259,806
Depreciation and amortization 6,851 24,512
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391,857 434,623
OTHER INCOME
Sale of website - 564,681
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NET INCOME (LOSS) FOR THE PERIOD (125,184) 339,992
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Income (loss) per common share
Basic $ .00 $ .01
Diluted $ .00 $ .00
Weighted-average shares outstanding used
in computing income (loss) per common
share 55,717,208 57,388,443
========== ==========
Basic
Diluted 55,717,208 83,632,610
========== ==========
2
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Total Entertainment Inc. and Subsidiaries
Consolidated Statement of Cash Flows
three months ended March 31, 2000 and 1998
(unaudited)
March 31, March 31,
1999 2000
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Cash flows from operating activities
Net income (loss) (125,184) 339,992
Adjustments to reconcile net income (loss)
to net cash
provided by (used in) operating activities
Amortization of deferred licensing fees 30,425 78,984
Depreciation and amortization 6,851 24,512
Gain on sale of website (100,000)
Deferred income (464,681)
Increase (decrease) in cash from changes in
operating assets and liabilities
Accounts receivable (48,283) (21,541)
Prepaid expense and other 12,585 -
Other assets
Accounts payable and accrued liabilities 7,084 (88,079)
Customer account deposits 50,270 (87,374)
Deferred compensation 85,000 85,000
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Net cash provided by (used in)
operating activities 18,748 (233,187)
Cash flows from investing activities
Purchase of computers and equipment (8,332) (6,379)
Proceeds from sale of website 100,000
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Net cash provided by (used in)
(8,332) (93,621)
Cash flows from financing activities
Principal payments on capital leases (22,327)
Advances from directors and
stockholders 8,910 155,000
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Net cash provided by financing activities 8,910 132,673
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NET INCREASE (DECREASE) IN CASH 19,326 (6,893)
Cash at beginning of period 30,390 23,865
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Cash at end of period 49,716 16,972
====== ==========
3
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TOTAL ENTERTAINMENT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - Summary of Accounting Policies
------------------------------
The unaudited interim financial statements of Total Entertainment, Inc.
(the "Company") have been prepared in accordance with generally accepted
accounting principles and rules and regulations of the Securities and Exchange
Commission for interim financial information. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles of complete financial statements.
In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments (consisting of normal recurring entries)
necessary to present fairly the financial position as of March 31, 2000 and the
results of operations for the three month period ended March 31, 2000 and 1999
and cash flows for the three months ended March 31, 2000 and 1999, respectively.
The accounting policies followed by the Company are set forth in Note A
of the Company's financial statements as contained in the Form 10-KSB for the
year ended December 31, 1999 filed with the Securities and Exchange Commission.
The Form 10-KSB contains additional data and information with respect to
intangible assets, stock option plans, reserved shares, related party
transactions, income taxes, commitments, and other items and is incorporated by
reference.
The results reported for the three month period ended March 31, 2000 are
not necessarily indicative of the results of operations which may be expected
for a full year.
4
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NOTE B - RECENT DEVELOPMENTS
Software Licensing Business
The Company has recently entered into a series of agreements through
which it offers customers, on a turnkey basis, a fully operational online casino
to be owned and operated by the customer through computer and other facilities
in the Dominican Republic (the "Dominican Hosting Facility"). The Company earns
income through license fees and other charges to these customers in connection
with the provision of casino gaming software, computer server hosting services,
customer service and administrative support, and a gaming license from the
government of the Dominican Republic. The Company also receives royalties on net
winnings from online casinos licensed by the Company. The Company commenced this
business in March 2000, and income of $47,000 was earned in the first quarter of
2000.
The Company has entered into several agreements to support the
Dominican Hosting Facility. Pursuant to a Marketing and License Agreement with
OGS dated January 14, 2000 (the "OGS Agreement"), Intercapital Global has
obtained an exclusive worldwide license to market and sell certain Casino
Software developed by OGS to persons seeking to establish their own Internet
casino Web sites. The Company may also market and sell the OGS Casino Software
to customers for purposes unrelated to the Dominican Hosting Facility. In
consideration for this license, Intercapital Global will pay OGS 67% of the
purchase price for each product sold up to the first 15 products, and 60% for
each product sold thereafter. Intercapital Global is entitled to retain 100% of
all royalties it collects in connection with sales of OGS Casino Software
products. Intercapital Global and OGS have agreed to share in the maintenance
responsibilities with respect to the products sold and Intercapital Global will
pay 25% of all maintenance payments collected from purchasers to OGS. As
additional consideration, the Company has agreed to issue 1,500,000 shares of
its Common Stock to OGS in installments over the five year term of the
agreement. Either party may terminate the agreement upon 30 days written notice
to the other. Although both parties are operating under the terms of the
agreements the Company has not issued any shares of common stock to OGS through
March 31, 2000, pending satisfactory resolution of certain performance issues in
the OGS software. In the second quarter of 2000 370,000 of such shares were
issued to OGS.
In addition to the OGS Agreement, Intercapital Global has entered into
an Information Provider Services Agreement (the "Dominican Services Agreement")
dated February 1, 2000 with Caribbean Entertainment International, S.A. ("CEI").
Pursuant to the Dominican Services Agreement, CEI has agreed to install and
maintain certain Internet casino game and Web servers necessary to host online
casinos for Intercapital Global's software licensees in the Dominican Republic.
In order to allow Intercapital Global to license casino gaming software to
customers on a turnkey basis, whether supplied by OGS or another software
vendor, CEI has agreed to transfer to Intercapital Global ownership of a special
purpose entity formed to hold an Internet gaming license issued by the
government of the Dominican Republic. This entity will sublicense the right to
operate an Internet casino in the Dominican Republic to Intercapital Global's
software licensees who therefore will not need to obtain a gaming license
directly from the government.
In consideration for CEI's licensing and hosting services, Intercapital
Global has agreed to pay a CEI a one time initial fee of $20,000 and a monthly
fee of $10,000 for three casinos plus an additional $2,000 per month for each
additional casino hosted. The term of the Dominican Services Agreement is five
years.
SLOTSVEGAS
In June 1999, the Company launched an Online Casino geared toward slots
players located at www.slotsvegas.com ("Slotsvegas"). Prior to launching, the
Company sold a 50% ownership interest and equal profit and loss participation in
the Slotsvegas site to Summerhill Gaming Limited, a Bahamian corporation
("SGL"), for $500,000 (paid either in cash to the Company or to certain vendors
for obligations incurred by the Company).
The agreement with SGL in substance represents the sale of future
income and was accounted for as deferred revenues in accordance with Emerging
Issues Task Force issue number 88-18. The amount amortized, as a reduction of
expense, will be calculated by computing the ratio of the amounts paid to SGL to
management's estimate of total payments expected to be made to SGL over four
years (which is management's estimate of the expected life of the website)
following the launch of the website, www.slotsvegas.com. At such time, if ever,
------------------
that the deferred income balance is fully amortized, any payments to SGL will be
charged in full to current earnings. Further, SGL will pay the Company 50% of
net losses of the slotsvegas site; accordingly, any future amounts received by
the Company will be recorded as a reduction of the slotsvegas site's operating
expenses.
Pursuant to a Purchase Agreement dated March 1, 2000 between
Intercapital Global and Netforfun.com Inc., a publicly held Canadian company
("Netforfun"), the Company sold its remaining 50% interest in the Slotsvegas
site and related assets and customer deposits to Netforfun for $2,000,000 to be
payable as follows:
. $100,000 in cash upon signing of the purchase agreement.
. $400,000 in the form of a five year promissory note bearing interest
at 9% per annum and payable in equal quarterly installments of
$24,910.02, commencing on July 1, 2000; and
. $1,500,000 in the form of 15,000,000 shares of Netforfun common
stock valued at $0.10 per share, prior to recapitalization by
Netforfun.com,Inc.
As part of the transaction, Intercapital Global has entered into a
Software Support Maintenance Agreement with Netforfun pursuant to which
Netforfun will pay $15,000 per month for an initial term of one year for
Intercapital Global to provide certain maintenance and support services in
connection with the Slotsvegas software. Netforfun will operate the Slotsvegas
casino through the Company's Dominican Hosting Facility.
Given the current financial position of Netforfun no amounts have been
recognized by the Company for the note receivable or common stock held due to
the uncertainty of realization. The Purchase Agreement and the sale of
Slotsvegas to Netforfun was ratified by the Netforfun board of directors on May
7, 2000 and the transaction is effective as of March 1, 2000. A special
shareholders meeting is scheduled for June 20, 2000 to approve various methods
of raising additional funding for Netforfun.
As a result of the Netforfun transaction and certain agreement with SGL
which modified (relieving the Company of any continuing obligations) the
original SGL agreement, the unamortized deferred income was recorded as other
income in the quarter ended March 31, 2000.
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NOTE C - Net Income (Loss) Per Common Stock
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The Company computes income per share in accordance with Statement of
Financial Accounting Standards No. 128 Earnings per Share (SFAS 128) which
specifies the compilation, presentation and disclosure requirements for income
per share for entities with publicly held common stock or instruments which are
potentially common stock.
Basic net income per common share is determined by dividing the net
income by the weighted average number of shares of common stock outstanding.
Diluted net income per common share is determined by dividing the net income by
the weighted number of shares outstanding and dilutive common equivalent shares
from stock options and warrants. A reconciliation of the weighted average basic
common shares outstanding to weighted average diluted common shares outstanding
follows:
Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
Basic Shares 57,388,443 55,717,208
Dilution: Stock Options 26,244,167 -
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Diluted Shares 83,632,610 55,717,208
========== ==========
Income (loss) available to
Common shareholders 339,992 (125,194)
Basic earnings (loss) per share $ .01 $ .00
Diluted earnings (loss) per share $ .00 $ .00
6
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NOTE D - Related Party Transactions
--------------------------
1. Deferred Compensation
During the first quarter of 2000 and 1999, $85,000 of deferred compensation
was recorded for the officers of the Company. Deferred Compensation totalled
approximately $625,000 at March 31, 2000 and are being deferred by the
Company until such time as determined by the relevant officer. The deferred
salaries shall be paid to such persons in cash or stock of the Company at
such future time as each officer may elect by written notice to the Company
by the Board of Directors of the Company to be paid. The Company anticipates
deferring a substantial portion of the officers' salaries in 2000.
2. Due to Directors and stockholders
During the first quarter of 2000, Intercapital Asset Management Inc., an
entity which is controlled by the Company's President and Chief Executive
Officer, advanced the Company $115,000. This amount is included in due to
Directors and Stockholders at March 31, 2000. The amount advanced bears no
interest and has no scheduled repayment terms.
From time to time, directors and stockholders of the Company have directly
paid certain Company expenses. Such transactions have been recorded as due to
directors and stockholders, and do not bear interest. There are no scheduled
terms of repayment of such amounts.
7
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NOTE E - Commitments and Contigencies
----------------------------
1. Legislative Risks and Uncertainties
The Company and its subsidiaries are subject to applicable laws in the
jurisdictions in which they operate or offer services. While some
jurisdictions have attempted to restrict or prohibit Internet gaming, other
jurisdictions, such as several Caribbean countries, Australia and certain
native Indian territories, have taken the position that Internet gaming is
legal and/or have adopted, or are in the process of reviewing, legislation to
regulate Internet gaming in such jurisdictions. As companies and consumers
involved in Internet gaming are located around the globe, there is
uncertainty regarding exactly which government has jurisdiction or authority
to regulate or legislate with respect to various aspects of the industry.
Furthermore, it may be difficult to identify or differentiate gamng-related
transactions from other Internet activities and link those transmissions to
specific users, in turn making enforcement of legislation aimed at
restricting Internet gaming activities difficult. The uncertainty surrounding
the regulation of Internet gaming could have a material adverse effect on the
Company's business, revenues, operating results and financial condition.
Pending United States Legislation and Other Existing Laws
Government in the United States or other jurisdictions may in the future
adopt legislation that restricts or prohibits Internet gaming. After
previous similar bills failed to pass in 1998, in November, 1999, the United
States Senate passed a bill intended to prohibit and criminalize Internet
gambling (other than certain stated regulated industries). A similar bill is
currently being considered by the House Judiciary Committee. There can be no
assurance as to whether the Kyl bill or any similar bill will become law.
In addition, existing in U.S. Federal statutes and state laws could be
construed to prohibit or restrict gaming through the use of the Internet,
and there is a risk that government authorities may view the Company as
having violated such statutes or laws, notwithstanding the Company's gaming
licenses issued to Intercapital Global by the governments of Honduras and the
Dominican Republic (Pending). Several State Attorney Generals and court
decisions have upheld the applicability of state antigambling laws to
Internet casino companies.
Accordingly, there is a risk that criminal or civil proceedings could be
initiated in the United States or other jurisdictions against the Company
and/or its employees, and such proceedings could involve substantial
litigation expenses, penalties, fines, diversion of the attention of key
executives, injunctions or other prohibitions being invoked against the
Company and/or its employees. Such proceedings could have a material adverse
effect on the Company's business, revenues, operating results and financial
condition.
In addition, as electronic commerce further develops, it may generally be
subject to government regulation. Current laws which predate or are
incompatible with Internet electronic commerce may be enforced in a manner
that restricts the electronics commerce market. Any such developments could
have a material adverse effect on the Company's business, revenues, operating
results and financial condition.
The Company intends to minimize the potential legal risks by continuing to
conduct its Internet business from offshore locations that permit online
gaming and by increasing its marketing efforts in Asia and other foreign
jurisdictions. There is no assurance, however, that these efforts will be
successful in mitigating the substantial legal risks and uncertainties
associated with the Company's internet gaming business.
2. Litigation
On October 11, 1999, the Company filed a demand for arbitration (the
"Statement of Claim") with the American Arbitration Association in Chicago,
Illinois (the "AAA Action") against Robert W. Knoblock, Carole Knoblock and
Jille Knoblock (collectively, the "Respondents"), the officers, directors
and/or principal shareholders of Kit Farms Inc ("Kit"), predecessor to the
Company. Specifically, the Company and another claimant (the "Claimants")
allege that in connection with the January 1998 reverse merger between Kit
and Mint Energy Inc, a former subsidiary of the company, the Respondents
brached certain representations and warranties they made in connection with
the outstanding number of shares and/or fraudulently misrepresented the
outstanding number of shares of Kit. The Claimants are seeking damages of
$2,700,000 plus interest, costs and attorney fees.
On November 15, 1999, the Respondents filed an answer and motion to dismiss
the Statement of Claim and have asserted various defenses in connection
therewith. In connection with their defense of the AAA Action, on December 8,
1999, the Respondents filed a separate action against the Claimants in the
Porter Superior Court in Indiana (the "State Court Action"). In the State
Court Action, the Respondents are seeking damages in excess of $5.5 million
arising from the Company's refusal to remove restrictive legends on certain
Company common stock certificates held by the Respondents. The Company
believes the claims asserted in the State Court Action are subject to the
mandatory arbitration provisions in the Merger Agreement and, therefore,
intends to seek dismissal of the State Court Action on that basis. In any
event, the Company intends to vigorously defend itself and believes it has a
number of valid defenses to the Respondents' claims, whether such claims are
asserted in the AAA Action or the State Court Action.
8
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion of the financial condition and results of our
operations should be read in conjunction with our financial statements and
related notes appearing elsewhere in this Form 10-QSB and Form 10-KSB for the
year ended December 31, 1999. Except for the historical information contained
herein, the discussion in this Form 10-QSB contains forward-looking statements
that involve risks, uncertainties and assumptions such as statements of our
plans, objectives, expectations and intentions. The cautionary statements made
in this Form 10-QSB should be read as being applicable to all related forward-
looking statements wherever they appear in this document. The actual results,
levels of activity, performance, achievements and prospects could differ
materially from those discussed below. Factors that could cause or contribute to
such differences include those discussed elsewhere in this Form 10-QSB.
Overview
From 1996 through August 1998, we were considered a development stage
company. On September 12, 1998, we launched the www.theonlinecasino.com Web site
and began generating revenues. In the fiscal year ended December 31, 1999, we
continued these initial activities and also focused on:
. Increasing marketing activities;
. Launching new online gaming Web sites;
. Implementing improved gaming software licensed from OGS
(f/k/a/ Atlantic Entertainment International, Ltd.);
. Improving the functionality and appearance of the Web sites;
and
. Enhancing our financial, infrastructure and administrative
capabilities.
We intend to continue to increase our marketing and administrative
activities, and to increase other operating expense as required to build our
business. In the first quarter of 2000, we focused our activities on the
following:
. Developing our turnkey solution business model for persons
who wish to enter the online gaming industry through ownership of
their own online casino;
. Establishing a Marketing and License Agreement with OGS to
provide software, maintenance and technical support;
. Establishing an Information Provider Services Agreement
with CEI;
We have incurred significant losses and negative cash flows from
operations since inception due to the initial research, technology
infrastructure development and starting of our business. Our revenues have not
been sufficient to cover our expenses to date. In order to significantly
increase revenues we will be required to incur significant advertising and
promotional expenses. We anticipate additional revenues to occur in the fall and
winter months, when wagering on professional and college football and, to a
lesser extent basketball, and internet gaming activities as a whole, are
expected to be at their highest levels. In anticipation of an expansion of our
operations, we have recently employed additional management personnel. We intend
to employ additional personnel in such areas as sales, technical support and
finance. These actual and proposed increases in personnel will significantly
increase our selling, general and administrative expenses.
Our limited operating history and the uncertain nature of the markets
we address or intend to address make prediction of our future results of
operations difficult. Our operations may never generate significant revenues,
and we may never achieve profitable operations. Our quarterly and annual
operating results are likely to fluctuate significantly in the future due to a
variety of factors, including the seasonal effects of the sportsbook operation,
many of which are outside our control.
9
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Results of Operations
Revenues. Net revenues in the quarter ended March 31, 2000 were
approximately $210,000, while in the quarter ended March 31, 1999, revenues were
approximately $267,000. Our revenues are recognized upon completion of the
sporting event or game of chance. Sporting event revenues have a strong
seasonality towards U.S. professional and college football and basketball
seasons in the fall and winter months. The volume of business from the casino
for the quarter ended March 31, 2000 was approximately 40% than the comparable
1999 quarter, because of the disposition of the www.slotsvegas website and lower
traffic on Theonlinecasino website due to the casino being offline while
software upgrades occurred for a part of the 2000 quarter. Revenues from the
sportsbook operations were approximately $189,000 and $84,000 for the Quarter
ended March 31, 2000 and December 31, 1999, respectively. Substantially all of
the sportsbook revenues occurred, historically, in the first and fourth quarters
of the year when both gross volume and the hold (net winnings percentage by the
Company) were higher than in subsequent quarters. The hold on baseball games in
the summer months is typically less than the hold for football games. The volume
of wagering was significantly higher in the first quarter of the year, due
principally to the seasonal effect of online activity, which typically increases
in the winter months. The increased volume typically causes the hold to
increase.
Revenues for the first quarter of 2000 related to the software
licensing business was $47,000, representing our first sale.
Cost of Operations. Cost of operations consists primarily of software
licensing and maintenance costs, royalty payments, telecommunications and credit
card processing fees and internet service provider costs. For the quarter ended
March 31, 2000 such cost amounted to $132,000 as compared to $110,000 in 1999,
reflecting increased travel costs for the software licensing business and higher
software licensing and telecommunications costs for both our owned and managed
casino websites, offset partially by the disposition of the www.slotsvegas
website and lower volume of development work on new websites.
Research and Development Expenses. Research and Development expenses
consist principally of costs associated with the development and implementation
of the Web sites, developing a methodology for online gaming and investigating
the development of certain software products. Total expenses in the quarters
ended March 31, 2000 and 1999 were approximately $18,000 and $4,000,
respectively.
General and Administrative Expenses. General and administrative
expenses consist primarily of salary costs and administrative functions as well
as professional service fees. Total general and administrative expenses for the
quarters ended March 31, 2000 and 1999 were approximately $260,000
and $271,000, respectively.
Depreciation and Amortization. Depreciation and amortization expenses
consist primarily of the depreciation of furniture and in-house computer and
telecommunications equipment. Total depreciation and amortization expense was
approximately $24,000 and $6,000 for the quarters ended March 31, 2000 and 1999,
respectively. The increase reflects both higher volumes of equipment owned and a
depreciation on assets purchased in the second, third and fourth quarters of
1999.
Other Income. Other income, including recognition of deferred income on
slotsvegas.com, amounted to $564,681 in 2000. In 1999, we received $500,000 for
the transfer of a 50% profit participation in www.slotsvegas.com website to
Summerhill Gaming. In 2000, we sold the remaining interest of the website for an
estimated $2 million (consisting of cash, notes receivable and common stock).
Since we have no continuing ownership in the website, the previous recorded
deferred revenue and proceeds from the sale to Netforfun.com were recorded as
other income in the quarter ended March 31, 2000. Given the current financial
position of Netforfun no amounts have been recognized by the Company for the
rate receivable on common stock received due to the uncertainty of realization.
Income Taxes. We have incurred net losses for each period from
inception through December 31, 1999. Mint and affiliates and Total Entertainment
Inc., losses generated in prior years may not be available to offset future
taxable income. We are expecting to file such tax returns in the near future,
which could yield approximately $2,000,000 of net operating loss carry forwards
and deferred expenses as of December 31, 1999 for United States federal income
tax purposes, which will expire in the year 2018. Due to the uncertainty of
obtaining such benefits and of future profitability, a valuation allowance equal
to the deferred tax assets has been recorded. Changes in ownership resulting
from transactions among our stockholders and sales of common stock by us, may
limit the future annual realization of the tax net operating loss carry forwards
under Section 382 of the Internal Revenue Code of 1986. Further, a significant
portion of our business is conducted in offshore entities, which do not impose
income taxes. Income in the first quarter of 2000 is attributable to non-taxable
jurisdictions or is offset by net operations loss carryforwards. Accordingly, no
provision for income taxes is required.
10
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Liquidity and Capital Resources.
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. We have incurred losses from inception through
December 31, 1999, and have a deficiency in working capital of approximately
$822,000 at March 31, 2000. There are also legislative risks and uncertainties
regarding online casinos, and certain litigation against the Company; the cost
of defending such actions could be significant. We have financed our operations
to date primarily through the deferral of officer's salaries, advances made by
affiliates and advances made by SGL (through the sale of a 50% ownership
interest in the Slotsvegas site and the working capital loan agreement) and the
sale of the remaining interest in the Slotsvegas site.
Net cash (used in) provided by operating activities was approximately
$(233,000) and $18,000 for the quarters ended March 31, 2000 and 1999.
During the first quarter of 2000, we borrowed funds from affiliates to
fund our operations under short-term advances without fixed repayment terms.
Pursuant to an agreement with SGL, the Company recently converted
$518,083 in outstanding debt to SGL (including all amounts owing under the
working capital loan agreement) into 1,671,235 shares of Common Stock. The
conversion is effective as of December 31, 1999 and is based on the quoted price
of $0.31 per share of the Company's Common Stock at such date.
Our material capital commitments consist of obligations under
facilities and operating leases. We anticipate that we will experience an
increase in our capital expenditures and lease commitments consistent with our
anticipated growth in operations, infrastructure and personnel. We anticipate
devoting additional resources to building the strength of our brand name,
through increased marketing and sales efforts.
We may seek additional funding through public or private financing or
other arrangements. Adequate funds may not be available when needed or may not
be available on terms acceptable to us. If additional funds are raised by
issuing equity securities, dilution to existing stockholders could result. If
funding is insufficient at any time in the future, we may be unable to develop
or enhance our products and services, take advantage of business opportunities
or respond to competitive pressures, any of which could have a material adverse
effect on our business, financial condition and results of operations.
11
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PART II-OTHER INFORMATION
Item 1. Legal Proceedings
NOT APPLICABLE
Item 2. Changes in Securities and Use of Proceeds
NOT APPLICABLE
Item 3. Defaults upon Senior Securities
NOT APPLICABLE
Item 4. Submission of Matters to a Vote of Security Holders
NOT APPLICABLE
Item 5. Other Information
NOT APPLICABLE
12
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Certificate of Incorporation and amendments*
3.2 Bylaws
10.1 Merger Agreement dated November 17, 1997 entered into
between Mint Energy Corporation and Kit Farms Inc., as
amended by the First Amendment thereto dated January 15,
1998, and Plan of Merger/Exchange dated January 23, 1998*
10.2 License Agreements dated April 9, 1999 and June 23, 1999
between Intercapital Global Fund, Ltd. and Online Gaming
Systems, Ltd (f/k/a. Atlantic International Entertainment,
Ltd.), and related Software Support Maintenance Agreements*
10.3 Amended and Restated Purchase Agreement dated May 5, 1999
between Intercapital Global Fund, Ltd. and Summerhill
Gaming Limited*
10.4 Agreement dated August 18, 1998 between Intercapital Global
Fund, Ltd. and MPACT Immedia Transaction Services Ltd.*
10.5 Equipment Lease Agreement dated August 18, 1999 between
Total Entertainment Canada, Ltd. (formerly Intercapital
Canada Ltd.) and Dell Financial Services Canada Limited*
10.6 Lease Agreement dated June 22, 1999 between Marine
Properties Ltd., as Landlord, and Total Entertainment
Canada, Ltd. (formerly Intercapital Canada Ltd.), as
Tenant*
10.7 Lease Agreement dated July 30, 1999 between Devonshire
House, Ltd., as Landlord, and Intercapital Global Fund,
Ltd., as Tenant*
10.8 Revolving Credit Note dated May 5, 1999 payable to
Summerhill Gaming Limited*
10.9 Marketing and License Agreement dated January 14, 2000
between Intercapital Global and Online Gaming Systems,
Ltd.**
10.10 Information Services Provider Agreement dated February 1,
2000 between Intercapital Global and Caribbean
Entertainment International, S.A.**
10.11 Purchase Agreement dated March 1, 2000 between Intecapital
Global and Netforfun.com Inc., and related Software Support
Maintenance Agreement**
10.12 Agreement with Summerhill Gaming Limited dated March 24,
2000 regarding debt to equity conversion**
27 Financial Data Schedule [TO BE PROVIDED BY GT]
* Incorporated by reference from the Company's Form 10-SB Registration Statement
dated December 14, 1999.
** Incorporated by reference from the Company's Form 10-KSB Annual Report dated
March 30, 2000.
(c) No reports on Form 8-K were filed during the quarter for which this
report is filed.
13
<PAGE>
SIGNATURES
In accordance with the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TOTAL ENTERTAINMENT INC.
Date: May __, 2000 By /s/ Sandy J. Masselli, Jr.
-----------------------------
Sandy J. Masselli, Jr.,
Chairman of the Board and Chief Executive
Officer
Date: May __, 2000 By /s/ Paul A. Trudel
---------------------
Paul A. Trudel
Principal Financial Officer
14
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<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
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<SECURITIES> 0
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