U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2000
VIVA GAMING & RESORTS INC.
(Exact name of Registrant as specified in its charter)
FLORIDA 000-29443 65-0873132
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation) File No. Identification No.)
2700 West Sahara Avenue, Third Floor, Las Vegas Nevada 89102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 262-6477
3753 Howard Hughes Parkway, Las Vegas, NV 89109
(Former address and former fiscal year end, if changed since last report)
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ITEM 2. Acquisition or Disposition of Assets
On December 13th, we entered into an agreement with an investor
whereunder, we have sold our interest in the Texas Treasure Casino Cruise
including our 40% investment interest in Corpus Christi Day Cruise, LTD (Limited
Partnership) (the "Texas Treasure") and our wholly owned limited liability
companies Corpus Christi Day Cruise, LLC of Nevada and Corpus Christi Day Cruise
Texas I, Inc. and Corpus Christi Day Cruise Concession, Inc. both Texas
corporations. In addition, as part of the agreement we would be released from
all management obligations regarding the Texas Treasure.
In consideration of the transfer of its interests:
- The buyer has issued a promissory note to the Company in the amount not
to exceed $1,335,000 composed of $350,000 plus the amount of our capital
account as is determined by the buyer payable over 15 months with
interest of prime plus 1%. The promissory note is subject to offset to
the extent the liabilities or obligations of the companies in which we
are selling our interest in exceeds $866,000 as at November 26, 2000.
- The buyer has assumed our obligation to replace the irrevocable standby
letter of credit in favor of the owner of the M/V Texas Treasure in the
amount of $1,500,000.
- The buyer has assumed our obligations for additional capital required by
the Texas Treasure.
- The buyer has released us from any conversion options contemplated in the
buyers' original investment in the Texas Treasure.
The consideration to be paid was determined through negotiation at arms
length with the buyer. The buyer is an investor who held or represents the
owner(s) of an approximate 40% interest in the Texas Treasure.
ITEM 7. Financial Statements, Pro Forma Financial Information
(a) Not Applicable
(b) Not Applicable
(c) Exhibits Description of Documents
10.1 Agreement for Sale
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Viva Gaming & Resorts Inc.
(Registrant)
Date: DECEMBER 27, 2000
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By Robert Sim
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(Robert Sim, Chairman of the Board)
