SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter ended October 31, 1996
Commission File No. 0-10315
ROYAL CASINO GROUP INC.
(Name of Registrant as specified in its charter)
Utah 95-4091368
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
152 Sherman St.
Deadwood, SD 57732
(Address of principal executive offices)
(605) 578-1299
(605) 578-1298
(Registrant's telephone number)
(Registrant's fax number)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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.
[x] Yes [ ] No
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
[x] Yes [ ] No
As of October 31, 1996 4,436,459 shares of registrant's no par
value common stock were outstanding.
ROYAL CASINO GROUP INC.
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Balance Sheet (Unaudited)
as of October 31, 1996
.................................................................
........ 3
Statement of Operations (Unaudited)
as of October 31,
1996.............................................................
............. 5
Statement of Stockholder's Equity (Unaudited)
as of October 31,
1996.............................................................
............. 6
Statement of Cash Flows (Unaudited)
as of October 31,
1996.............................................................
............. 7
Notes to Financial Statements
(Unaudited)...........................................
8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
..................................... 12
PART II. OTHER INFORMATION
Item 2. Change in Securities.
.................................................................
....... 18
Item 6. Exhibits and Reports on Form 8-K.
................................................... 18
ROYAL CASINO GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 1996
ASSETS
Current Assets
Cash - Bank $ 393,452
Casino Funds 202,906
Chip/Token Liab. (180,152)
Net Casino Funds $ 416,206
Accounts Receivable 9,559
Accrued Revenues 13,411
Inventories
Slot parts 4,245
Food 15,316
Bar 3,777
Souvenirs 18,109
Gaming Supplies 7,079
Prepaid Device Stamps 120,000
Other Prepaids 145,004
Marketable Securities 38,700
Health Ins. Rcvble - CMC 13,539
$ 388,739
Total Current Assets $ 804,945
Fixed Assets
Slot Machines $ 513,884
Other Gaming Device 14,548
Monetary Control 53,535
Casino F&F 116,713
Deadwood Stage 232,007
Restaurant Equipment 74,237
Restaurant Furnishing 29,096
Restaurant Smallware 38,026
Bar F&F 17,578
Security & Surveillance 43,742
Hotel Furnishings 27,755
Office Equipment 77,621
Leasehold Improvements 1,005,973
Parking Lot 12,145
Accum. Depreciation ( 92,497)
Land 337,022
TOTAL FIXED ASSETS $ 2,501,385
Other Assets
Investment in Subsidiary 0
Advance to Subsidiary 0
Stock Subscription Receivable 6,250
TOTAL OTHER ASSETS $ 6,250
TOTAL ASSETS $ 3,312,580
ROYAL CASINO GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 31, 1996
LIABILITIES & EQUITY
Current Liabilities
Accounts Payable $ 151,843
Payroll Taxes 25,084
Sales Taxes Payable 3,259
Accrued Interest 0
Accrued Wages 31,028
Health Ins. Claims Payable 13,539
Gaming Taxes Payable 10,193
Prop. Taxes Payable 50,775
Customer Prepaid Deposits 0
Chips & Token Float 0
Pro. Meter Liabilities 5,184
Other Current Liabilities 3,601
Short Term Notes
0
TOTAL CURRENT LIABILITIES $ 294,506
Long Term Liabilities
Capital Leases
TOTAL LIABILITIES
Equity
Common Stock $ 4,436
Common Additional Paid in Capital 2,773,666
Preferred Stock 2,440,000
Retained Earnings (2,200,028)
TOTAL EQUITY $ 3,018,074
TOTAL LIABILITIES & EQUITY $ 3,312,580
PREPARED BY MANAGEMENT
(SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS)
ROYAL CASINO GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
OCTOBER 31, 1996
October 31, 1996 October 31, 1995
(unaudited)
(unaudited)
REVENUES
Casino 419,734
Food & Beverage 186,063
Room 64,495
Other 45,647
715,939
Less Promotional Allowances ( 30,784)
NET REVENUES 685,155
COSTS & EXPENSES
Casino 513,371
Food & Beverage 166,652
Rooms 8,983
General & Administrative 289,855
87,361
Depreciation/Amortization 66,651
_______
1,045,512
LOSS FROM OPERATIONS
( 360,357) ( 87,361)
OTHER (INCOME) EXPENSE
Interest Expense
1,565
Other Income ( 9,749)
Interest Income ( 4,442)
( 12,626)
LOSS BEFORE INCOME TAXES
INCOME TAX PROVISION
NET LOSS ( 347,731) (
87,361)
NET LOSS PER SHARE $.078
WEIGHTED AVERAGE COMMON STOCK O/S (PRIMARY) 4,402,625
PREPARED BY MANAGEMENT
(SEE ACCOMPANYING NOTES TO UNAUDITED FINANCIAL STATEMENTS)
ROYAL CASINO GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' INVESTMENT
QUARTER ENDED OCTOBER 31, 1996
Common Stock
Preferred Stock
Deficiency Total
Shares
$ Shares $__
Balance
7/31/96 4,334,959 2,654,102
1,000,000 2,440,000 <1,852,297>
3,241,805
Issuance of Common
Stock for Service & Debt 101,500 124,000
124,000
Reversal of Warrants (1,278) (1,278)
(1,278)
Exercised
Warrants Exercised 1,278 1,278
1,278
Net profit <loss>
of the quarter
ended 10/31/96
< 347,731> < 347,731>
__________
________ _________ _________ _________
_________
Balance at
10/31/96 4,436,459
2,778,102 1,000,000 2,440,000 <2,200,028>
3,018,074
PREPARED BY MANAGEMENT
(See accompanying notes to unaudited financial statements)
ROYAL CASINO GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
QUARTER ENDED OCTOBER 31, 1996
Cash flows from operating activities:
Net profit <loss>
$ <347,731>
Adjustments to reconcile net loss to net cash from operations:
Depreciation/Amortization 66,651
Stock issued for Services 124,000
Unrealized Gain on Marketable Securities -
8,700
(Increase) Decrease In Prepaid Expenses (
12,926)
(Increase) Decrease In Accounts Receivable
7,922
(Increase) Decrease In Deposits and Other
3,586
Increase (Decrease) In Accounts Payable (130,866)
Increase (Decrease) In Accrued Expenses (
15,014)
Increase (Decrease) In Other Current Liabilities
( 27,113)
Increase (Decrease) In Accrued Payroll ( 44,412)
-------------
Net cash used for operating activities:
(384,603)
Cash Flows From Investing Activities
Acquisitions of Property & Equipment ( 35,260)
------------
Net cash used for investing activities
( 35,260)
Cash flows from financing activities
Principal Payments on Short Term Debt (178,632)
-------------
Net cash from financing activities
(178,632)
Net increase <decrease> in cash and cash equivalents
(598,495)
Cash & Cash Equivalents, Beginning of Period
1,014,701
-------------
Cash & Cash Equivalents, End of Period 416,206
PREPARED BY MANAGEMENT
(See
accompanying notes to unaudited financial statements)
ROYAL CASINO GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED OCTOBER 31, 1996
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization, Business and Basis of Presentation:
The Company, which is a Utah Corporation, was originally formed
on March 21, 1981, under the name "Arrowhead Energy Corporation"
("Arrowhead") which later changed its name to "Reliance
Enterprises, Inc." ("Reliance"). At the time of incorporation,
Arrowhead, and subsequently Reliance, were engaged primarily
in the acquisition and drilling of oil and gas prospects
principally through private sales of limited partnership
interests. On March 5, 1986, Reliance filed for protection
under Chapter 11 of the United States Bankruptcy Code. On April
18, 1988, Reliance acquired Capitol Television Network Inc., a
California corporation ("CTN California") formed on December
31, 1986, in exchange for a controlling interest in Reliance.
"CTN California's" president and largest shareholder was Jon
Elliott. Pursuant to a Plan of Reorganization, as Confirmed by
the U.S. Bankruptcy Court, Reliance emerged from bankruptcy
proceedings and amended its Articles of Incorporation to change
its name to Capitol Television Network Inc. The Company was
formed to establish a national broadcasting network to provide
programming via satellite for independent and low power
television stations. Due to the company's inability to attract
the necessary funds to commence and sustain operations, combined
with the then current recession, the Company ceased operations
in January, 1992. The Company was dormant until January, 1994
when it amended its Articles of Incorporation to change its name
to Royal Casino Group Inc.
Goldiggers Hotel & Gaming Establishment
On August 17, 1995 the Company entered into an Agreement in
Principal with Casino Magic to acquire all the assets and
liabilities, exclusive of inter-company debt, of "Goldiggers"
Hotel and Gaming Establishment in Deadwood, South Dakota for one
million shares of the Company's non-dividend bearing,
convertible, redeemable preferred stock. Although the Company
can redeem any amount of these shares at any time up to 36
months from issuance, Casino Magic may convert one third of the
shares into common shares on a one-for-one basis each year. As
part of the transaction Casino Magic was issued 500,000 warrants
to be converted on a one-for-one basis into the Company's common
shares with an exercise price of $4 each. The warrants are
callable by the company at $1 each, expire in five years and
will be registered if called. Customary piggy-back registration
rights apply. The transaction was subject to two conditions;
the first called for a definitive agreement to be approved by
the board's of both companies which was accomplished and signed
in December, 1995, and the second condition being the issuance
to Royal Casino Group of a gaming license by the South Dakota
Commission on Gaming. Royal Casino received this license on
June 6, 1996. The acquisition of this property allowed the
Company to commence operations with a casino that is generating
revenues of approximately $2.5M annually. In addition this
acquisition allows the Company to move out of the developmental
stage, achieve a flow of revenues and net assets of $2.4M.
Goldiggers Hotel & Gaming Est. consists of three separate but
connected buildings housing 87 slot machines, 10 video lottery
machines plus three blackjack tables, a fine dining restaurant,
bar and nine room hotel located in historic Deadwood, South
Dakota. Deadwood, a turn-of-the-century restored gold mining
town nestled in the famous Black Hills of South Dakota, is on
the National Historical Registry and attracts over 1.5 million
visitors per year. In addition to acquiring Goldiggers, the
Company acquired the Deadwood Stage, a transportation system
consisting of two 47 passenger buses, three 25 passenger buses,
a20 passenger bus plus an assortment of vans and school buses
which are primarily used to bring gaming patrons to the casino.
Wyatt, Missouri Riverboat Casino
On November 9, 1995 the Company signed a definitive 25 year
Docking and Franchise agreement with the City of Wyatt, Missouri
granting Royal Casino Group the exclusive right to develop and
manage a Riverboat Casino Entertainment Center on the
Mississippi River. The agreement contains five additional five
year renewal periods at Royal's option. Wyatt is located where
the states of Missouri, Illinois & Kentucky meet and is just 20
miles from Tennessee. The location, strategically situated at
the confluence of the Ohio and Mississippi Rivers, is visible
from both Interstate 57, the main north-south artery from
Chicago to New Orleans, and U.S. Highways 60/62 connecting
Southeast Missouri to both Illinois & Kentucky. Highway 60/62,
currently being widened to four lanes, is the main trafficked
road to Branson, Missouri and its millions of annual visitors.
Combined daily vehicle count tops 15,000 with an additional
10,000 vehicles traveling each day on Interstate 55 less than
twenty minutes from the site. Interstate 55 is the main
north-south artery between St. Louis & New Orleans. A 5-state
territory with a population of just under 2 million is within
100 miles. The closest operating riverboat casino is Players
located approximately 40 miles away in Metropolis, IL with
annual revenues in excess of $70M. ROYAL plans, subject to
receiving the required regulatory approvals, to develop a
Riverboat Casino Entertainment Complex including a 7,400 square
foot Visitor's Center containing a 150 seat buffet restaurant,
lounge, ticketing area plus a Missouri Arts & Craft shop.
On March 23, 1996 the Company and a local landowner entered
into a three year lease with an unlimited number of five year
renewal options (at base plus customary CPI adjustments) plus an
option to purchase 50 acres of land directly on the Mississippi
River near Wyatt, Missouri. The term and annual lease payments
of $50,000 commence upon the earlier of the Company beginning
construction on the land or the selection of its gaming
application for review by the Missouri Gaming Commission. The
Company has an option for three years to purchase the land for
$300,000 with 50% of the rent paid credited towards the
purchase price. Ten percent of the rental sum due for the
initial three year term will be payable in the Company's
restricted common stock priced at the average ask price of the
Company's shares for the preceding 15 trading days prior to the
payment due date. As a condition of the transaction, the City of
Wyatt will annex the property into the city with the lessor
paying the costs associated with this procedure. This
annexation is anticipated to be completed during the first
quarter of 1997 although no assurances to this effect can be
given due to the complexities and variables associated with this
procedure.
In April, 1996 the Company submitted its application for the
required regulatory docking permits to the Army Corps of
Engineers. [See Subsequent Events]
Current Operations
The Company made no material sales from inception until its
acquisition of Goldiggers Hotel & Gaming Est. from Casino Magic
Corp. on June 13, 1996. Consequently, the revenues shown are
difficult to compare to the previous years same quarter when the
Company had not yet achieved any revenues. Additionally, many
non-reoccurring costs associated with the closing of the
acquisition are expensed in this quarter. Further, the Company
made capital improvements to the property which are also
reflected in this quarter's statements. The Company, through
its desire to make every employee a stockholder gave shares to
its employees which resulted in a one-time salary and payroll
taxexpense of $116,159. It is anticipated that additional
losses will be incurred in the future as the Company continues
to make capital improvements to Goldiggers and develops other
casino properties and will continue until the planned expansion
to Goldiggers has been completed and/or Company's second
property is operational.
Royal Casino Group Inc. Is a publicly traded company whose
stock trades on the NASDAQ Over-The-Counter ("OTC") Bulletin
Board under the symbol "WINZ".
Basis of Financial Statements:
The accompanying financial statements have been prepared with
the Company as a going concern. Royal Casino's revenues are
derived solely from its wholly-owned subsidiary,
Atlantic-Pacific Corp. which operates Goldiggers Hotel & Gaming
establishment in Deadwood, South Dakota. Goldiggers has its own
revenues and expenses while Royal Casino Group has additional
corporate operating expenses normally associated with a
developing company. The Company will require a continuous flow
of capital to develop the casinos the Company aspires to open.
Income Taxes:
The Company is current with all its Federal and State Income Tax
filings. The Company does not owe any Federal or State Income
Taxes. The Company has recorded a full evaluation allowance
against income tax benefits for all years presented in its July
31, 1996 audit due to uncertainty related to the Company's
ability to realize such tax benefits in future periods. The
Company's deferred tax assets and net operating loss
carryforwards are $373,000 for 1996 and $111,925 for 1995.
Officers' Salaries:
Officers' salary expense for the period was $56,250.
Loans payable, Officers/Directors-Stockholders:
There are no Officers or Directors loans outstanding at the end
of this quarter.
Stockholders' Equity
Common Stock:
The Company has 150,000,000 shares authorized, 4,436,459 issued
and outstanding. There are presently outstanding 1,611,846 "B"
Warrants which entitle the holder to purchase one share of
Common Stock at a purchase price of $20 until January 26, 1997.
The "B" Warrants are callable by the Company at a purchase price
of $.20 per Warrant.
Preferred Stock:
The Company has 100,000,000 shares authorized of which 1,000,000
are issued and outstanding. In June, 1996 the Company issued
1,000,000 Class A Preferred Shares to Casino Magic Corp. in
connection with its acquisition of Goldiggers Hotel & Gaming
Establishment. These shares are non-dividend bearing,
convertible and redeemable up to one third of the total number
of shares issued each year for three years at Casino Magic's
option. The Company has received a request from Casino Magic to
convert one third of theshares into common shares. The Company
is actively preparing a registration statement to do so although
there can be no assurance when it will become effective.
Stockholders' Equity
Stock Options:
Under the terms of its nonqualified employee stock option plan
the Company is authorized to establish a plan for up to two
hundred and fifty thousand (250,000) shares of Common Stock
pursuant to a resolution of the Board of Directors and by
Amendment of its Certificate of Incorporation and/or Bylaws. The
Company has issued one hundred and seventy thousand (170,000)
options to its officers/directors-stockholders. The options may
be exercised at a purchase price of $1.25 per share. The
options expire on January 31, 1999. The common stock issued
pursuant to these options are restricted under the Securities
and Exchange Commission Rule 144.
PREPARED BY MANAGEMENT
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion provides information on results of
operations, liquidity, capital resources, and the impact of
inflation on the Company. The financial statements and notes
thereto also contain information that is pertinent to this
analysis.
Selected Financial Data:
The selected financial data set forth below should be read in
conjunction with the financial statements and related notes.
Balance sheet information is presented as of the end of the
period shown.
The following table summarizes certain selected unaudited
financial data and is qualified in its entirety by the more
detailed financial statements included elsewhere herein. For the
quarter ended October 31, 1996, the Company had revenues of
$715,939 and a consolidated net loss of $347,731. The Company's
revenues are derived from its wholly-owned subsidiary,
Atlantic-Pacific Corp. which operates Goldiggers Hotel &
GamingEstablishment in Deadwood, South Dakota.
October 31, 1996
(Unaudited)
Total Assets
.................................................................
............................... $ 3,312,580
Total
Liabilities......................................................
....................................... $ 294,506
Shareholders' Equity
.................................................................
................. $ 3,018,074
Shares Outstanding
Common Stock .............................................
4,436,459 (1)
Series A Preferred Stock ..............................
1,000,000
Net Tangible Book Value
Per Share of Common
Stock . . . . . . . . . . . . . . . . $0.68
(1) There are presently outstanding 1,611,846 "B" Warrants
which entitle the holder to purchase one share of Common Stock
at a purchase price of $20 until January 26, 1997. The "B"
Warrants are callable by the Company at a price of $.20 per
Warrant. This calculation assumes that none of the
aforementioned "B" Warrants have been exercised.
General Financial Condition
The Company is in good financial condition with assets including
cash and no debt. The Company has the ability to borrow funds
for modest capital improvements to its existing gaming property
through its current banking relationship. The Company will be
seeking to finalize the funding necessary for expansion to
Goldiggers within the Company's second fiscal quarter although
there is no guarantee that the funding will be available on
terms and conditions acceptable to the Company
Results of Operations:
From May, 1996 until their expiration on July 26, 1996, over
1,000,000 of the Company's Class "A" Warrants were exercised at
$1 providing the Company with substantial operating capital to
complete the acquisition of Goldiggers from Casino Magic and
commence operations. The Company has funds on hand and
borrowing capabilities at its bank to manage ongoing operations
for the 1997 fiscal year without seeking additional financing.
However, to acquire or develop additional gaming properties and
expand its existing property, the Company will require funding
in varying amounts, time frames and methods corresponding to
each of the gaming opportunities the Company elects to pursue.
Goldiggers
The Company, since it assumed control of Goldiggers Hotel &
Gaming Est. in mid-June, has continued to invest in capital
improvements. First, Royal Casino Group has replaced more than
50% of the slot machine game program chips with current, new,
more customer-appealing games and redesigned the casino's layout
to create a more open customer-friendly appeal. Second, the
Company has turned the adjacent land into a parking lot for its
hotel guests saving $50,000 per year in parking expense. Third,
the Company has relocated and built a new gift shop and ordered
new apparel with the Goldiggers logo. Fourth, the Company has
installed new kitchen equipment resulting in increased
efficiency in Goldiggers' restaurant and upgraded the quality of
the food. Fifth, the Company has undertaken a major cleanup of
the property; repainting the front, side and rear entrances,
refurbishing the copper and brass entrance moldings, ordering
new signs for the front of the building, new roof lights to
brighten the front of the building and new uniforms for its
managerial personnel. Simultaneously, the Company has
implemented cost cutting measures such as instituting a
comprehensive yet less expensive employee health insurance
program. Royal Casino Group is developing an aggressive
marketing program.
Viewing a year-over-year comparison of operations gross casino
revenues were down 18% in this period. Management attributes
this decrease to less visitors in the Black Hills in general and
Deadwood in particular as compared to the previous summer
tourist season as a direct result of the cutting of the State's
tourism budget. Deadwood gaming revenues have been negatively
impacted. Further comparison shows that despite the decrease in
the number of tourists to the area and customers in Goldiggers,
restaurant and beverage sales remained constant with last year,
hotel revenue increased 18% while management-implemented
cost-cutting measures and tighter expense controls reduced the
casino's operating costs in excess of 11%. Although the
property experienced a loss of $25,000 for the quarter, overall
EBITDA resulted in a 22% improvement as compared to last year.
Wyatt, Missouri Riverboat Casino
On October 8, 1996 the Army Corps of Engineers issued a public
notice seeking comments to determine whether to grant a Section
401 water quality certification permit which would grant Royal
Casino Group the permission necessary to dock its planned
riverboat at its planned location in Wyatt, Missouri.
Interested parties have until November 7, 1996 to respond. It
is anticipated that the Army Corps together with the Missouri
Department of Natural Resources will make a determination on
this matter within several weeks after receiving the comments,
although no time frame can be assured due to the potential for
unanticipated delays.
Amendment to Articles of Incorporation
Subject to the Corporation's request on August 5, 1996 the
Company received a Certificate from the Utah Division of
Corporations and Commercial Code amending its Articles of
Incorporation to include the par value of a mil per share for
the Corporation's Common and Preferred Stock as of August 1,
1996.
Appointment of Auditors
At a Board of Directors meeting on August 12, 1996 the Board
decided to replace the Company's auditors, Caldwell, Becker
Dervin & Petrick of Woodland Hills, California with Arthur
Andersen LLP. A Form 8-K stating this event and that there were
no disagreements with the previous auditors was filed on August
14, 1996 a copy of which is included as an exhibit to this
report.
Employment Agreements
At a September 25, 1996 Board Meeting the Board formally
approved of the Employment Agreements for both Jon Elliott, the
Corporation's President and CEO and Larry Close, the
Corporation's Vice President of Gaming. In addition the Board
approved the automobile leases for both Mr. Elliott and Mr.
Close. Further, since the Corporation was relocating its
Corporate Headquarters from California to South Dakota, the
Board approved the Company purchasing a residence on behalf of
Mr. Elliott until Mr. Elliott received approval from his
mortgage lender. The Corporation agreed to resell the home to
Mr. Elliott at the same price however, Mr. Elliott agreed to pay
the Company 9% per annum interest on all funds expended in this
fashion. The home was purchased on August 19, 1996 and resold
to Mr. Elliott on September 13, 1996. Mr. Elliott has paid the
Company its interest in full in regards to this transaction.
Consulting Agreements
On August 13, 1996 the Company entered into a public relations
contract with Pinnacle Funding Corp. of West Palm Beach,
Florida. The agreement calls for the Company to pay Pinnacle
$7,500 per month for nine months, issue Pinnacle 90,000 common
shares from its active S-8 registration to be delivered 30,000
upon signing, 30,000 in three months and 30,000 in six months
and grant Pinnacle options to purchase 350,000 common shares at
prices ranging from $1.25 to $2.50.
On October 1, 1996 the Company renewed its financial public
relations contract with Gaming Venture Corp. (formerly Lucky
Management) for a fee of $2,500 per month plus options to
purchase 18,000 restricted common shares of the Company's stock
at $0.88.
Stock Issuances
On August 14, 1996 the Corporation instructed its transfer
agent to issue three certificates each in the amount of 30,000
common shares in the name of Pinnacle Funding Corp. from the
Company's active S-8 Registration # 33-34786. One of these
certificates has been delivered to Pinnacle.
On October 9, 1996 the Company instructed its transfer agent to
issue: 7,000 common shares in the name of Dalton & Mathias as a
portion of their consulting compensation for their efforts as
the Corporation's outside accounting firm and, 2,500 common
shares to Lloyd Covens, for his consulting services in Trinidad,
Colorado in connection with the Company's efforts to develop a
casino in that community. Both of these issuances were from the
Company's active S-8 registration # 33-34786.
Atlantic-Pacific Corp. Audit
Pursuant to a Securities & Exchange Commission requirement that
in an acquisition, if the acquired entity represents 40% or more
of the annual sales of the acquiring entity, a Form 8-K must be
filed within 15 days announcing the acquisition with a second
Form 8-K containing audited financial statements for the
acquired entity's most recent three year period filed within the
following 60 days. As Atlantic-Pacific, the Company's
wholly-owned subsidiary which owns and operates Goldiggers, was
deemed not material by Casino Magic's auditors due to the
percentage of total sales it represented, the Company retained
the Minneapolis office of Arthur Anderson, LLP to conduct the
required audit. The audit was completed and filed with a Form
8-K within the allowed time frame on August 28, 1996. Acopy of
this Form 8-K is included as an exhibit with this report.
Other Matters
On September 18, 1996 the Company filed a Form 8-KA replacing
the Form 8-K filed August 14, 1996. The amended filing included
the words "through the date of dismissal" to Item 4. (a) (iv) in
connection with the absence of any disagreement with the
Company's former auditors on any work they performed on the
Company's behalf. A copy of this Form 8-KA is included as an
exhibit with this report.
On August 5, 1996 Stephen Grogan, a former Officer and
Director of the Company sued Royal Casino Group Inc. and Jon
Elliott, its President seeking unspecified damages alleging
breach of contract against the Company, conversion and statutory
theft against both the Company and Jon Elliott and tortuous
interference with contract and exemplary damages against Jon
Elliott. The Company strongly believes these charges are
meritless and intends to vigorously defend these actions. In
addition, the Company has asserted numerous affirmative defenses
in response to the action filed by Mr. Grogan. This action
stems from the Company canceling shares issued to Mr. Grogan for
services to be performed as an officer and director. As Mr.
Grogan voluntarily resigned as both an officer and director the
Company believes he defaulted on his obligations to the Company
and by his action rendered his ability to perform the duties for
which he was to receive shares impossible. Further, the Company
believes Mr. Grogan performed acts that were contrary to the
interests of the Company and its shareholders and caused damages
to the Company.
The Company continues to pursue the acquisition and
development of small to mid-sized casino opportunities
throughout the country
Revenues
The Company's revenues are derived from its wholly-owned
subsidiary, Atlantic-Pacific Corp. which operates Goldiggers
Hotel & Gaming Establishment in Deadwood, South Dakota. Viewing
a year-over-year comparison of operations gross casino revenues
were down 18% in this period. Management attributes this
decrease to less visitors in the Black Hills in general and
Deadwood in particular as compared to the previous summer
tourist season as a direct result of the cutting of the State's
tourism budget. Deadwood gaming revenues have been negatively
impacted. Further comparison shows that despite the decrease in
the number of tourists to the area and customers in Goldiggers,
restaurant and beverage sales remained constant with last year,
hotel revenue increased 18% while management-implemented
cost-cutting measures and tighter expense controls reduced the
casino's operating costs in excess of 11%. Although the
property experienced a loss of $25,000 for the quarter, overall
EBITDA resulted in a 22% improvement as compared to last year.
Direct Expenses
The Company has had sufficient cash on hand to pay all its
expenses associated with maintaining the Company
Consulting Fees
The Company expensed $70,900 in consulting fees in this period.
Of this amount $20,900 is outstanding, $20,000 was paid in
cash and the balance was paid in common stock.
Equipment Rental, Overhead Reimbursement, Rent, Support Services
The Company pays rent of $425 per month for its corporate
offices. Atlantic-Pacific pays a monthly rent of $19,500 for
Goldiggers. Atlantic-Pacific has $4,368 owed on equipment
rental.
Impact Of Inflation Upon The Company
Inflation has not impacted the Company.
Subsequent Events
Royal Casino Group had an active interest in an initiative in
Trinidad, Colorado which would have allowed a local referendum
to permit gaming. The Company had a representative in the
community negotiating with Realtor's which, the Company
believed, would give it a significant competitive advantage over
the competition. However, the measure was defeated in the
November 4 election.
The Company reached an accord to lease a Nevada casino property
with an option to buy, however negotiations to complete the
transaction appear to have stalled.
The Company is in the early stages of actively investigating and
evaluating specific casino opportunities in certain markets
which fit the Company's goal to acquire and manage casinos in
small to mid-sized markets.
The Company believes that Stephen Grogan, a former Officer and
Director of the Company, performed acts while serving as an
Officer and Director of the Company that were contrary to the
interests of the Company and its shareholders and caused damages
to the Company. As such on November 21, 1996 the Company filed
suit against Stephen Grogan in Lawrence County, South Dakota,
the County where the Company maintains its corporate
headquarters. The suit alleges deceit, fraud and breach of
fiduciary duties against Stephen Grogan and seeks the return of
the Company's stock issued to Mr. Grogan together with the
return of the proceeds Mr. Grogan received from the sale of
common shares of the Company's stock.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
NONE
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None.
Exhibits others than those listed have been omitted because
they are non- existent, inapplicable or because the
information is given in the financial
statements of the Company.
b. Reports on Form 8-K
1. Form 8-K which was filed with the SEC on August 12, 1996,
with exhibits.
2. Form 8-K which was filed with the SEC on August 27, 1996 with
exhibits.
3. Form 8-KA which was filed with the SEC on September 18,
1996
with exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed by
the undersigned thereunto duly authorized.
ROYAL CASINO GROUP INC.
(Registrant)
By: _ _/s/ Jon F. Elliott____________
Jon F. Elliott, President
and Chief Executive Officer
Date: December 15, 1996_____
By: _ _/s/ Larry C. Close
Larry C. Close
Director, Vice President
