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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER
SECTION 12(b) OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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TOTAL ENTERTAINMENT INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
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INDIANA 35-1504940
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1411 Peel Street, Suite 500, Montreal, H3A 1S5
Quebec, Canada (Zip Code)
(Address of Principal Executive
Offices)
(514) 842-6999
(Issuer's telephone number)
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Securities to be registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is to be Registered
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<S> <C>
None None
</TABLE>
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $.001 Per Share
(Title of Class)
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Stockholders and Board of Directors
Total Entertainment Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Total
Entertainment Inc. (an Indiana corporation) and Subsidiaries as of December 31,
1998 and 1997, and the related consolidated statements of operations, cash
flows and stockholders' equity (deficiency) for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Total
Entertainment Inc. and Subsidiaries as of December 31, 1998 and 1997, and the
consolidated results of their operations and their consolidated cash flows for
the years then ended 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 incurred a net loss of $605,486 during the year ended December 31,
1998, and, as of that date, the Company's current liabilities exceeded its
current assets by $260,079 and its total liabilities exceeded its total assets
by $107,577. There are also significant legislative risks and uncertainties
regarding on-line casino operations. In addition the Company is involved in
litigation as described in Note D-3. Although the Company's management believes
it has meritorious defenses there can be no assurance that the Company will
prevail. If the Company does not prevail it may have a material adverse impact
on the financial condition of the Company. These factors, among others, as
discussed in Note A-3 to the financial statements, raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note A-3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Parsippany, New Jersey
August 15, 1999, except for Note D-3 as to which the date is December 8, 1999
F-2
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Total Entertainment Inc.
Date: January 10, 2000 By: /s/ Sandy J. Masselli, Jr.
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Name: Sandy J. Masselli, Jr.
Title: Chief Executive
Officer
