<PAGE> 1
Form 10-QSB
Securities and Exchange Commission
Washington, D.C. 20549
Quarterly Report Pursuant To Section 13 Of The
Securities Exchange Act of 1934
(For Quarterly Period ended March 31, 1998)
Commission File No. 1-6110
Ameristar International Holdings Corporation
(Formerly International Resort Developers, Inc.)
Tennessee 82-0291307
- -------------------------------------- -----------------------------
State of Incorporation I.R.S. Employer No.
1801 West End Avenue, Suite 1110
Nashville, Tennessee 37203
- -------------------------------------- -----------------------------
Address of Principal Office Zip Code
Registrant's Telephone Number: 615-329-3300
Number of outstanding shares:
Class Outstanding
----- As of March 31, 1998
--------------------
Common Shares, with
par value $0.10 per share 2,241,298
<PAGE> 2
PART I
Item 1. Financial Statements
See following pages.
The accompanying notes are an integral part of these financial statements.
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
2
<PAGE> 3
Ameristar International Holdings Corporation
--------------------------------
Consolidated Financial Statements
March 31, 1998 and June 30, 1997
(UNAUDITED)
3
<PAGE> 4
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S> <C>
CONSOLIDATED BALANCE SHEETS............................................ 5-6
CONSOLIDATED STATEMENTS OF OPERATIONS.................................. 7-8
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS EQUITY................................................... 9
CONSOLIDATED STATEMENTS OF CASH FLOWS.................................. 10-11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............................. 12-23
</TABLE>
4
<PAGE> 5
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
(Unaudited)
March 31, 1998 June 30, 1997
------------------ -----------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 9,818 $ 876
Accounts receivable - related parties 70,035
Inventory 44,503
Prepaid expenses 6,305
Accrued interest and other receivables 13,006 300
---------------- ---------------
Total current assets 143,667 1,176
---------------- ---------------
PROPERTY AND EQUIPMENT
Mining property (NOTE 3) 250,430 250,430
Furniture and equipment 209,204
Accumulated depreciation (12,830)
---------------- ---------------
Net property and equipment 446,804 250,430
---------------- ---------------
OTHER ASSETS
Land, purchase rights and concessions and related (NOTE 2)
capitalized costs and improvements 3,367,062 6,180,764
Long-term notes and advances receivable (NOTE 12) 400,000
Goodwill, net of accumulated amortization 772,698
Investment in unconsolidated companies 10,000 10,000
---------------- ---------------
4,549,760 6,190,764
---------------- ---------------
$ 5,140,231 $ 6,442,370
================ ===============
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE> 6
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
(Unaudited)
March 31, 1998 June 30, 1997
------------------ -----------------
<S> <C> <C>
CURRENT LIABILITIES
Current debt $ 10,000 $ 1,861,799
Accounts payable 158,451 53,914
Accrued payroll and related taxes 28,784 121,575
Override royalty and interest payable 13,325 138,463
Loans payable - Doggart Trading, Ltd. and Hugh Downey 41,900 1,138,685
(NOTE 4)
---------------- ---------------
Total Current Liabilities 252,460 3,314,436
---------------- ---------------
LONG TERM DEBT (NOTE 13) 500,000
DEFERRED GAIN - RESTRUCTURING DEBT (NOTE 5) 500,000
MINORITY INTEREST IN SUBSIDIARY (NOTE 6) 284,183 284,183
---------------- ---------------
COMMITMENTS AND CONTINGENCIES (NOTE 10)
STOCKHOLDERS' EQUITY -after giving retroactive
1:30 reverse stock split (see NOTE 1)
Common Stock, $.10 par value, 100,000,000 shares
authorized, 2,241,298 issued for December
1997 and 1,841,298 issued for June 1997 224,129 184,129
Additional paid in capital 7,638,158 7,478,158
Less shares of common stock held
in Treasury-at cost;
267 share for 1997, 1996 and 1995 (2,895) (2,895)
---------------- ---------------
Retained Deficit (4,255,804) (4,815,641)
---------------- ---------------
Total Stockholders' Equity 3,603,588 2,843,751
---------------- ---------------
$ 5,140,231 $ 6,442,370
================ ===============
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE> 7
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the Nine Months Ended March 31
<TABLE>
<CAPTION>
1998 1997
---------------- ---------------
<S> <C> <C>
REVENUES
Sale of Real Estate Development - Ensenada (NOTE 12) $ 5,150,000 $
Sales - Ameristar 242,251
----------------
Total revenues 5,392,251
COST OF REVENUES
Cost of developing Real Estate - Ensenada 3,451,964
Cost of sales - Ameristar 223,701
----------------
3,675,665
GROSS PROFIT 1,716,586
OPERATING EXPENSES
Real estate acquisition overhead and administrative expenses 208,144
Selling - Ameristar 270,654
General & Administrative 517,228 377,891
---------------- ---------------
Total Operating Expenses 787,882 586,035
---------------- ---------------
INCOME (LOSS) FROM CONTINUING OPERATIONS 928,704 (586,035)
---------------- ---------------
OTHER INCOME (EXPENSE)
Interest income 22,184
---------------- ---------------
EXTRAORDINARY ITEMS
Discount and Commissions Paid on ICTSI Note Receivable (NOTE 12) 391,051
---------------- ---------------
INCOME (LOSS) BEFORE INCOME TAXES 559,837
PROVISION (CREDIT) FOR INCOME TAXES (NOTE 5)
----------------
INCOME (LOSS) FROM CONTINUING OPERATIONS 559,837
---------------
NET INCOME (LOSS) $ 559,837 $ (586,035)
================ ===============
WEIGHTED AVERAGE SHARES OUTSTANDING 2,019,075
================
INCOME (LOSS) FROM CONTINUING OPERATIONS
PER SHARE $ .28 $ NIL
================ ===============
NET INCOME (LOSS) PER SHARE $ .28 $ NIL
================ ===============
</TABLE>
The accompanying notes are an integral part of these financial statements
7
<PAGE> 8
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For The Three Months Ended March 31
<TABLE>
<CAPTION>
1998 1997
---------------- ---------------
<S> <C> <C>
REVENUES
Sales - Ameristar $ 132,043 $
COST OF REVENUES
Cost of sales - Ameristar 196,168
---------------- ---------------
GROSS PROFIT (64,125
OPERATING EXPENSES
Real estate acquisition overhead and administrative expenses 57,437
Selling - Ameristar 174,522
General and administrative 271,050 60,429
Total Operating Expenses 445,572 117,866
---------------- ---------------
LOSS FROM CONTINUING OPERATIONS (509,697) (117,866)
================ ===============
OTHER INCOME (EXPENSES)
Interest income 1,210
EXTRAORDINARY ITEMS
Discount given and Commissions Paid on ICTSI Note 391,051
Receivable (NOTE 13)
---------------- ===============
LOSS BEFORE INCOME TAXES (899,538) (117,866)
PROVISION (CREDIT) FOR INCOME TAXES (NOTE 5)
---------------- ---------------
NET INCOME LOSS $ (899,538) $ (117,866)
================ ===============
WEIGHTED SHARES OUTSTANDING 2,244,298 NIL
================ ===============
NET LOSS PER SHARE $ (.40) $ NIL
================ ===============
</TABLE>
The accompanying notes are an integral part of these financial statements
8
<PAGE> 9
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
From July 1, 1995 through March 31,1998
<TABLE>
<CAPTION>
Common Stock
--------------------------
Per Paid in Earnings
Share Shares Amount Capital (Deficit)
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1995 49,439,021 $ 4,943,902 $ 1,313,439 $(3,029,072)
Shares subscribed but unissued at June 30, 1996
related to advances from Doggart Trading, Ltd.
for use in real estate development and operations 1.00 235,286 23,529 211,757
Shares issued for payment of advances payable
to Doggart Trading, Ltd. 1.00 774,700 77,470 697,230
Shares subscribed for acquisition of 45% of
Ensenada
concession rights .50 720,000 72,000 288,000
Shares issued for acquisition of Langer 4,000,000 400,000 3,600,000
Holding, Ltd. (NOTE 2)
Adjustment to reflect excess of contract purchase
price over Transferor's cost (NOTE 2) (4,000,000) (4,000,000)
Net loss for the year ended June 30, 1996 (1,080,885)
----------- ----------- ----------- -----------
BALANCE, JUNE 30, 1996 55,169,007 5,516,901 2,110,426 (4,109,957)
Shares subscribed but unissued at June 30, 1997
related to $394,960 of advances from Doggart
Trading, Ltd. for use in development of the
Ensenada project .50 789,920 78,992 315,968
Recision of shares subscribed for acquisition
of 45% of Ensenada concession rights
due to renegotiations (NOTE 2) (720,000) (72,000) (288,000)
One for thirty reverse stock split approved
May 12, 1997 (NOTE 1) (53,397,629) (5,339,764) (5,339,764)
Net loss for the year ended June 30, 1997
BALANCE JUNE 30, 1997 1,841,298 184,129 7,478,158 (4,815,641)
----------- ----------- ----------- -----------
Shares issued in Ameristar acquisition .50 400,000 40,000 160,000
Net income for the nine months ended
March 31, 1998 - Unaudited 559,837
----------- ----------- ----------- -----------
BALANCE, MARCH 31, 1998 2,241,298 $ 224,129 $ 7,638,158 $(4,255,804)
</TABLE>
The accompanying notes are an integral part of these financial statements
9
<PAGE> 10
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For The Nine Months Ended March 31
<TABLE>
<CAPTION>
1997 1996
---------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 559,837 $ (586,635)
Adjustments to reconcile net income to net cash:
provided by operating activities:
Depreciation, depletion, amortization
& valuation allowance 68,022
Change in assets and liabilities:
Increase in accounts receivable (70,035) (579)
Increase in inventory (44,503)
Increase in accrued interest, prepaid and other (19,011)
Increase in accounts payable and
accrued expenses 11,746 177,084
Decrease in interest payable (125,138)
---------------- ---------------
Net cash provided by (used for) operating activities 380,918 (410,130)
---------------- ---------------
INVESTING ACTIVITIES:
Proceeds from sale of real estate, net 3,451,964
Decrease in long-term notes (377,147)
Capitalized real estate predevelopment costs (613,262)
Net assets of Ameristar acquired for cash (882,552)
Purchase of property and equipment (2,395)
---------------- ---------------
Net cash (used) provided by investing activities 1,576,608 (774,579)
---------------- ---------------
FINANCING ACTIVITIES:
Additions to debt:
Short Term 752,452
Proceeds from Stock Subscribed 394,960
Long term (including deferred gain on restructuring) 1,000,000
Payments on debt:
Short term (2,976,144)
Proceeds for stock subscribed
---------------- ---------------
Net cash provided by (used for) financing activities (1,976,144) 1,147,412
---------------- ---------------
NET INCREASE (DECREASE) IN CASH (18,618) (37,297)
CASH AT BEGINNING OF PERIOD 876 38,173
---------------- ---------------
CASH AT END OF PERIOD $ (17,742) $ 876
================ ===============
Taxes paid during the period $ 0 $ 0
================ ===============
Interest paid during the period $ 155,992 $ 0
================ ===============
</TABLE>
The accompanying notes are an integral part of these financial statements
10
<PAGE> 11
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the periods ended June 30, 1997 and March 31, 1998
Supplemental Schedules of Non-Cash Activities:
In fiscal year ended June 30, 1997, the Company issued 2,000,000 shares, at
$1.00 per share to retire $1,225,300 of subscription from the prior year and to
retire $774,700 in advances payable to Doggart Trading, Ltd. for 1996. The
Company also subscribed 235,286 shares to retire $235,286 in advances from
Doggart Trading, Ltd. related to Mexico real estate development costs.
In fiscal year ended June 30, 1996 the Company issued 720,000 shares, at $.50
per share, as part of an acquisition agreement to acquire concession rights in
Ensenada (NOTE 2).
In June 1996, the Company issued 4,000,000 shares as part of the original
acquisition agreement for the Playas Palmeras property (NOTE 2). Since the
original transaction was treated as a reverse acquisition, the value of these
shares issued is limited to the transferor's cost which was recorded in 1994.
Accordingly, the shares were issued at no additional book value to the Company.
On May 12, 1997, the shareholders approved a one for thirty reverse stock split
resulting in a decrease in common stock and increase in paid in capital of
$5,339,763.
During June 1997, the Company subscribed for issuance of 789,920 shares, at $.50
per share, to retire advances of $394,960 payable to Doggart Trading, Ltd. for
1997.
During June 1997, the Company completed a renegotiation with sellers of 45% of
the Ensenada project to pay the acquisition price of $360,000 in cash rather
than with the Company's stock as previously agreed. This resulted in an increase
in current liabilities and a reduction of shareholders equity of $360,000.
On December 9, 1997 the shareholders approved an acquisition of the assets of
Growth Strategies, Inc. (GSI) (dba Ameristar Worldwide Entertainment) for
400,000 shares of IRD common stock (valued at $.50 per share) and $882,552 in
cash, including advances. The asset allocation of $1,082,552 (disclosed in NOTE
1) is inclusive of both the cash and value of the shares issued.
11
<PAGE> 12
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period ended March 31, 1998
NOTE 1-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Organization - The Company was incorporated in the State of Idaho on
August 12, 1968 as Fourth of July Silver, Inc., and changed its name on August
8, 1983 to International Basic Resources, Inc. At this time the company was
engaged in mining and development of basic metals and other natural resources.
From August 1983 to May 1996, the Company acquired land holdings, oil and gas
leases and a pipeline gathering facility. In April 1994, the Company elected to
pursue real estate acquisition and development in addition to its oil and gas
and mining operations. In May 1996, the Company sold all of its oil and gas
leases and related pipeline gathering facilities. Subsequent to the sale, the
Company had no operations and was focusing solely on real estate development.
During 1997, the Company changed its name from International Basic Resources,
Inc. to International Resort Developers, Inc.. During July, 1997 the Company
closed the sale of its Ensenada Project with a third party for a gross sales
price of $5,150,000. During December 1997, the Company completed its acquisition
of Growth Strategies, Inc. (GSI), which subsequently changed its name to
Ameristar Worldwide Entertainment Corporation (AWEC), as discussed further in
this note.
Principles of Consolidation - The consolidated statements include the accounts
AmeriStar International Holdings Corp. and subsidiaries (Carson Industries
Corporation, Texas NGPP, Inc., and Langer Holdings, Ltd. and Playas Palmeras,
S.A. de C.V., AmeriStar Worldwide Entertainment Corp.). All significant
intercompany accounts and transactions are eliminated.
Receivables - The Company expects to collect the full amount of its receivables.
There is no allowance for uncollectible accounts as of March 31,1998.
Property and Equipment - Property and equipment are carried at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets; major additions and betterments are capitalized.
Cost of maintenance and repairs, which do not improve or extend the life of the
associated assets, are expensed currently. When there is a disposition of
property, equipment, the cost and related accumulated depreciation are removed
from the accounts, and any gain or loss is reflected in net income. Depletion is
computed using the unit-of-production method.
Exploration Cost - The Company uses the successful efforts method of accounting,
whereby development cost, whether productive or nonproductive, is capitalized
and amortized using the unit-of-production method. All geological and
geophysical cost is expensed as incurred, and all exploratory drilling costs are
initially capitalized, and the cost of an unsuccessful well is charged to the
expense when it is determined to be nonproductive.
Evaluation of Impairment of Mining Properties Proved oil and gas:
The Company periodically assesses the potential impairment of its proved oil and
gas properties by comparing the net capitalized cost to projected undiscounted
future net cash flows. The excess of net capitalized cost over projected
undiscounted future net cash flows is adjusted as a charge to current operations
through a valuation allowance offset to the respective assets.
12
<PAGE> 13
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period ended March 31, 1998
NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
Mining Properties:
Exploration, acquisition and development costs of mining properties are
capitalized for properties with potential viable mineral reserves sufficient to
economically recover the capitalized costs. Exploration costs incurred, which do
not lead to the discovery of potential viable general reserves, are expensed.
When production is commenced, capitalized costs are depleted using the units of
production method. Net undepleted capitalized costs are compared to future
undiscounted net cash flows in evaluating impairment. If impairment has
occurred, a charge is made to operations through a valuation allowance offset to
the respective assets. There are currently no mining assets under development or
production.
Capitalized Real Estate Acquisition and Development Costs - Payments made by the
Company to obtain an option to acquire real estate are capitalized as incurred.
All other cost that is specifically identified with a project or property is
capitalized unless the acquisition or future development of the project is, or
becomes, improbable. Indirect project costs that relate to several projects are
capitalized and allocated to the projects to which the costs relate. Indirect
costs that do not clearly relate to project acquisition or development,
including general and administrative expenses, are charged to expense as
incurred.
Net Income Per Share - Earnings per share is computed using the weighted average
number of common shares outstanding during each period. Outstanding common stock
equivalents, consisting of shares under option and outstanding warrants, do not
have a significant dilutive effect on earnings per share. Any shares subscribed
but unissued at year end are included in the weighted average number of shares
outstanding, for purposes of computing earnings per share. On May 12, 1997 the
shareholders approved a one for thirty reverse stock split. Earnings per share
computations have been retroactively computed giving effect for this event.
Activities of Real Estate Segment - As discussed in NOTE 2, the Company's stock
ownership has changed significantly during March 1994. Since April 1994 the
Company has been in related real estate acquisition and development activities
through its wholly owned subsidiary Langer Holdings, Ltd.. Operations related to
real estate activities are as follows:
The Company has undertaken acquisition and development of the Playas Palmeras
and Bucaneros Properties discussed in NOTE 2. The Company also incurred
predevelopment costs associated with certain properties in the Yucatan and
Campeche area of Mexico, which it intended to jointly develop with DSC, S.A. de
C.V. (DSC) during 1995. During 1996, these projects were abandoned, and the
related capitalized predevelopment costs of $303,514 were expensed.
13
<PAGE> 14
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period ended March 31, 1998
NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
On December 14, 1995, the Company entered into an agreement to effectively
acquire the concession rights to build and operate a cruise ship terminal and
marina village at the harbor in Ensenada, Baja California, Mexico.
In May 1996, the Company sold all of its oil and gas leases and related pipeline
gathering facilities. Subsequent to this sale the Company had no oil and gas
operations and focused solely on the real estate development. During August
1997, the Company sold all of its rights to develop and operate its Ensenada
project to an unrelated third party for $5,150,000 (NOTE 2).
Statement of Cash Flows - For purpose of this statement of cash flows, the
Company considers all highly liquid instruments with an initial maturity of
three months or less, to be cash equivalents. The Company had no cash
equivalents at March 31, 1998, June 30, 1997 or June 30, 1996.
Use of Estimates in the Preparation of Financial Statement Amounts - The process
of preparing financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions regarding
certain types of assets, liabilities, revenues and expenses. Such estimates
primarily relate to unsettled transactions and events as of the date of the
financial statements. Accordingly, upon settlement, actual results may differ
from estimated amounts.
Reverse Stock Split - On May 12, 1997 the Company's shareholders approved a one
for thirty stock split. The notes to financial statements related to periods
prior to this action have not been retroactively restated to reflect the effect
of this change.
Acquisition of the Net Assets of Growth Strategies, Inc. - On December 9, 1997,
the shareholders approved the purchase of the net assets of Growth Strategies,
Inc. (dba Ameristar Worldwide Entertainment) for 400,000 shares of IRD common
stock at $.50 per share, and $882,552 cash including advances. The cost was
allocated to the purchase assets as follows:
<TABLE>
<S> <C>
Current Assets, including $23,484 cash 139,889
Property and Equipment 204,593
Goodwill 827,890
----------
Total assets $1,172,372
==========
</TABLE>
14
<PAGE> 15
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period ended March 31, 1998
NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Acquisition of Net Assets and Advances to Growth Strategies, Inc.
<TABLE>
<S> <C>
Current Liabilities $ 66,337
Cash Investment and Advances from IRD 906,035
Common Stock Issued 200,000
-----------
Total Liabilities Assumed and Stock Issued $ 1,172,372
-----------
</TABLE>
NOTE 2--LAND HELD FOR DEVELOPMENT AND RESALE
During March 1994, the Company entered into an acquisition agreement with
Doggart Trading, LTD, a Grand Cayman, B.W.I. Corporation (Doggart), to acquire
its 100% interest in Langer Holdings, LTD. (Langer), and the Langer 99% owned
subsidiary, Playas Palmeras, S.A de C.V. (Playas) in exchange, for 33,000,000
common shares of the Company being issued to the shareholders of Doggart. The
agreement also included a commitment to issue an additional 4,000,000 shares of
the Company when the Board of Directors approves an increase in the authorized
shares of the Company in an equal or greater amount. In June 1997, the
authorized shares were increased and the additional shares were issued.
Playas is a Mexican corporation which now owns fee simple title to three parcels
of land situated within the Municipality of Champoton, State of Campeche,
Yucatan Peninsula, Mexico. The Company acquired directly the additional 1%
interest in Playas at the date of closing. The property held by Playas is
described as approximately 13.75 miles of unimproved beach property located
along the Gulf of Mexico.
The Company's obligation, under its acquisition agreement with Doggart to issue
33,000,000 shares as above referenced, was conditioned upon the obligation of
Doggart to obtain and furnish to the Company an appraisal of the property
indicating appraised value of no less than $10,000,000 U.S. dollars. Since the
transaction resulted in the shareholders of the transferor (Doggart) receiving
approximately 71% of the shares of the Company as consideration, the transaction
is considered to be a reverse acquisition. Accordingly, the Playas land is
valued at the transferor's cost, which at June 30, 1994 was $80,321.
15
<PAGE> 16
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period ended March 31, 1998
NOTE 2--LAND HELD FOR DEVELOPMENT AND RESALE (CON'T)
During May 1995, the Company purchased the acquisition right to approximately
3.75 miles of contiguous unimproved beach property known as Los Bucaneros. The
Company assumed the seller's underlying debt of $1,050,000 and issued 3,000,000
shares of stock at $.67 per share for a total acquisition price of $3,050,000.
During May 1995, the Company paid $50,000 for the matured portion of the note
payable assumed. The balance of $1,000,000 was payable on May 24, 1998. In March
1998, the Company renegotiated the debt as follows: A newly agreed sales price
of $650,000 (Six Hundred Fifty Thousand United States Dollars) paid as follows:
$150,000 (One Hundred Fifty Thousand United States Dollars) paid upon execution
of this agreement. Balance of $500,000 (Five Hundred Thousand United States
Dollars) divided equally between two notes, to be paid within a 3 year term. The
note shall bear interest at 9% per annum payable quarterly in the arrears. First
payment of interest shall be due on or before October 1, 1998, and thereafter at
the end of each successive quarter until the outstanding note has been paid in
full. Principal of the note, $500,000 (Five Hundred Thousand United States
Dollars) shall be payable as follows: 10% of the net cash income from the sale
of the first 80 (Eighty) lots of Playas Palmeras, 20% net cash income of all the
remaining lots until the balance has been paid in full. As additional
collateral, the Company has pledged the entire property, including the Playas
property under a mortgage agreement, as well as placed the outstanding shares of
Playas in trust (NOTE 5).
On December 14, 1995, the Company entered into an agreement to effectively
acquire the concession rights to develop and operate a cruise ship terminal and
marina village at the harbor in Ensenada, Baja California, Mexico. The
acquisition price was $854,000 which the Company agreed to pay with subscribed
shares of stock for $360,000 at $.50 per share and an obligation to pay the
balance of $494,000 in cash or with shares at the option of the sellers. The
sellers exercised their right to receive cash, and agreed to be paid in 12
(Twelve) equal installments starting April 1, 1997, plus interest at 8% (NOTE
5). These payment terms were renegotiated with the sellers and the Company
during June 1997. The new terms called for all $854,000, plus accrued interest
from the date of sale, to be paid in cash. During August 1997, subsequent to the
sale of the Ensenada project by the Company, this obligation was paid by the
Company including accrued interest of $91,903.
16
<PAGE> 17
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period ended March 31, 1998
NOTE 3--MINING PROPERTY
The mining property consists of:
a) A contiguous group of twenty-one (21) unpatented mining claims situated in
the St. Joe Mining District, Shoshone County, Idaho;
b) Multi-year leasehold interest on the Daddy Lode mining claims, and
ownership of the Mother Lode patented mining claims, situated in the Summit
Mining District, Shoshone County, State of Idaho, together with fee ownership of
certain unpateneted mining claims contiguous to the Mother Lode property, all of
which are of interest to the Company for purported gold potential. In May 1989,
the Company executed a lease/joint venture contract with Newmont Exploration
Company for the entire Mother Lode and Daddy Lode group of patented and
unpatented mining claims in Shoshone County, Idaho. Newmont subsequently
reassigned all the Mother Lode and Daddy Lode group properties to the Company.
The Company started to develop the vein found by Newmont in June 1990, by
contracting General Mine Services Corp. to work on this property. Work has since
been suspended on this property until additional funding for development can be
obtained.
NOTE 4--RELATED PARTY TRANSACTIONS
As discussed in NOTE 2, the Company purchased certain undeveloped real estate in
Mexico from Doggart with approximately 71% of its common stock in June, 1994.
Doggart had advanced the Company $150,000 by June 30, 1994, with interest at 7%,
payable December 1994. During September 1994, Doggart agreed to convert this
debt of the Company into common shares at $1 per share. During the year ended
June 30, 1995 Doggart advanced an additional $1,290,300 and received 205,373
shares to retire $200,000 of advances plus accrued interest of $5,373. During
the year ended June 30, 1996 additional shares totaling 1,225,300 and 774,700
have been issued at $1.00 per share to retire $2,000,000 in advances. At June
30, 1996 shares totaling 235,286 have been subscribed at $1 per share to retire
an additional $235,286 in advances. During 1997 an additional 789,920 shares
were subscribed at $.50 per share to retire $394,960 in advances during 1997.
NOTE 5--PROVISION (CREDIT) FOR INCOME TAX
The Company does not file a consolidated income tax return. Each corporation in
the group files a separate return. Thus the tax benefits from net operating loss
deductions and general business credit carryovers are limited to the separate
returns of the respective corporations.
17
<PAGE> 18
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period ended March 31, 1998
NOTE 6--MINORITY INTEREST IN SUBSIDIARY
The minority interest in subsidiary represents interests of outsiders (29.66%)
in the stock of Carson Industries Corporation.
NOTE 7--INVESTMENT IN UNCONSOLIDATED COMPANIES
The Company owns 100 shares of Investmark stock. The investment in this
unconsolidated company is presented by the Company at a cost of $10,000.
NOTE 8--ARTICLES OF INCORPORATION AMENDED
On March 22, 1993 the Company's articles of incorporation were amended to
increase the authorized capitol of the Company from 20,000,000 to 50,000,000
common shares, par value $.10 per share, with rights and privileges of the
common shares remaining the same. On January 8, 1996 the Company again amended
its Articles of Incorporation to increase the authorized capital of the Company
from 50,000,000 to 100,000,000 common shares.
18
<PAGE> 19
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period ended March 31, 1998
NOTE 9--EXECUTIVE COMPENSATION AND INCENTIVE STOCK OPTION PLAN
<TABLE>
<CAPTION>
3/31/98 6/30/97 6/30/96
Principal Position Salary-Fees Salary-Fees Salary-Fees
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
M.K. Miller - Past Chairman $ -- $ -- $ 16,000
Alton E. Jones - Past President/Chairman -- 147,400 186,000
Nigel Spinks - Consultant and Director 4,000 -- --
David Lawrence Director 54,574 48,000 13,500
Steven Barker - -- 60,000 47,000
Vice-President/Ensenada Cruiseport
Village
Francis Cobb - Past Secretary -- 39,050 106,000
Sam Watson - Secretary and Director 59,000 -- --
Donald Spears - Director -- -- --
Pieter G.K. Oosthuizen - Chairman and 25,335
Director
</TABLE>
In addition to the compensation presented above, on April 19, 1996 the Company
adopted the International Basic Resources, Inc. 1996 Incentive Stock Option
Plan, whereby the Company reserved 10,000,000 shares of its common stock for use
in granting stock options to officers and key employees.
At that same date options to acquire were granted as follows:
<TABLE>
<CAPTION>
Number of
Shares Under Exercise Price Date Option Option Exercised
Recipient Option Per Share Expires To Date
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alton E. Jones 3,000,000 $ .0359 04/18/2006 None
Francis H. Cobb 1,500,000 $ .0359 04/18/2006 None
Stephen Barker 750,000 $ .0359 04/18/2006 None
</TABLE>
The option price of $0.359 was determined based upon the NASDAQ trading share
price at the date the options were granted. As part of their employment
termination agreements with the Company, all of the above employees agreed to
relinquish their options to acquire stock. Accordingly, at June 30, 1997 there
were no outstanding granted options to acquire the Company's stock.
19
<PAGE> 20
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period ended March 31, 1998
NOTE 10--COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS
The Company concluded its litigation related to the 1,000,000 shares issued to
Advanced Capital Services Corporation on August 21, 1995. The Company received a
default judgment against Advanced Capital, which rescinded the issuance of the
shares and authorized the Company to seek further monetary damages at its
discretion.
The Company and its former officers had been named in a lawsuit, which alleged
violations of federal securities laws related to the Advanced Capital Services
transactions discussed above. On April 24, 1998 in federal court at Couer
D'Alene, Idaho the judge dismissed the charges against the former officers and
directors with the exception of the Estate of M.K. Miller. However, the claims
remain pending in state court. The Company and M.K. Miller were found liable by
the trial jury and damages of approximately $690,000 were awarded to the
plaintiffs. The Directors have instructed its trial attorney to appeal the
verdict.
The Company has been named in a civil action regarding claimed fraudulent
inducements offered to the plaintiffs by the Company and its officers, to
acquire shares of the Company. The plaintiffs claim damages of $1.5 million. The
plaintiffs have filed suit, but no other significant discovery or legal
evaluation has been performed. The Company's counsel is unable to indicate the
likelihood of an outcome at this time. Management does not, however, believe
that the Company is liable to the plaintiffs in any material respect and intends
vigorously to defend this action.
The Company is in a dispute with two firms claiming to have provided services to
the Company totaling $242,000. These are unasserted claims that the Company has
not included in expenses or as a liability on its financial statements.
Management does not believe that these amounts are properly due and owing, and
intends vigorously to defend its position if lawsuits are filed.
During the year ended June 30, 1996, Doggart agreed to convert the current debt
of the Company to Doggart into common shares at $1 per share and at $.50 per
share for 1997. As of June 30, 1996, 235,286 shares of the Company's stock were
subscribed for this purpose, and as of June 30,1997, an additional 789,920 of
its stock were subscribed to retire $394,960 of advances from Doggart during
1997.
The Company incurred net losses of $705,684, $1,080,885 and $2,206,902 for the
years ended June 30, 1997, 1996 and 1995 respectively. At March 31, 1998, the
Company's current liabilities exceed its current assets by $108,793.
20
<PAGE> 21
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
NOTES TO CONSOLIDATE FINANCIAL STATEMENTS
For the period ended March 31, 1998
NOTE 11--COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS
The Company has completed an acquisition of business assets from Growth
Strategies, Inc. (GSI). These assets are primarily related to the sales,
installation and distribution of satellite dishes, Internet access equipment,
software, and various programming to residential customers. The Company
anticipates generating cash flow and operating income from this new venture. In
connection with this acquisition of GSI on December 9, 1997, the Company
recorded $827,890 of goodwill based upon its future expectations of
profitability. The Company has minimal current revenues or a consistent source
of cash flows. The Company anticipates generating cash flow from development of
productive operations of its GSI asset acquisition and development and resale of
its land located in Campeche, Mexico. Both of these ventures are expected to
require the Company to secure sources of working capital and long-term
development capital. The Company did produce net cash flow of approximately
$3,450,000 during August 1997 from the sale of its Ensenada project.
Approximately $1,870,000 of these proceeds was used to pay short-term
liabilities. At March 31, 1998, the Company's current liabilities exceed its
current assets by approximately $108,793.
NOTE 12--LONG TERM NOTES AND ADVANCES RECEIVABLE
In connection with the sale of the Ensenada project, the Company received two
notes receivable in the amounts of $800,000 payable on January 19, 1999, and
$400,000 payable on July 19, 1999, bearing interest at 7.2%. The Company
discounted the $800,000 note in January 1998 by accepting $615,000 as payment in
full. The Company also paid a commission of $180,000 to a Mexican bank, and
forgave $26,051 in interest due as part of the agreement. The total discount
with commissions and interest write down was $391,051, which was reflected as an
extraordinary item in the income statement.
NOTE 13--LONG TERM NOTES
Deed of Trust payable to Granjas Los Bucaneros to complete the acquisition of
3.75 miles of beachfront, which is contiguous to the Company's property known as
Playas Palmeras (NOTE 2). During 1998, the Company renegotiated the debt as
follows: $650,000 for the purchase, of which $150,000 was paid upon execution of
the agreement, balance of $500,000 to be divided equally between two notes to be
paid within a 3 year term. The note shall bear interest at 9% per annum payable
quarterly in the arrears. The first payment shall be due on or before October 1,
1998, and thereafter at the end of each successive quarter until the outstanding
note has been paid in full. The total principal of the notes, ($500,000) shall
be payable as follows: 10% of the net cash income from the sale of the first 80
(Eighty) lots of Playas Palmeras, 20% net cash income of all remaining lots,
until the balance has been paid in full. As additional security, Playas Palmeras
S.A. has pledged all the property including Playas, under a mortgage agreement.
Additionally, the stock of Playas Palmeras has been placed in trust. This
transaction has been recorded in the financials by placing the entire $1,000,000
in long term debt, with $500,000 recorded as long term debt and the balance of
$500,000 recorded as deferred gain.
Each time the Company reduces the principal debt by selling a lot, a like amount
will be retired from deferred gain, and recorded as profit.
21
<PAGE> 22
Item 2. Management's Discussion and Analysis or Plan of Operation
Certain statements contained in this Quarterly Report, including, without
limitation, statements containing the words "anticipates," "it is anticipated,"
"believes," "estimates," "hopeful," and "goal," and words of similar import,
constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results could differ from those
contained in forward looking statements, and readers are referred to the
Company's Form 10-QSB for fiscal year ended June 30, 1997, and to the Company's
Form 10-QSB for its fiscal quarter ended September 30, 1997 and December 31,
1997, and to this Report, for discussion of various factors which could cause
such results to differ. Factors which could cause such results to differ
include, without limitation, lack of delivery of product by Ameristar Worldwide
Entertainment Corp.'s (AWEC's) suppliers for resale by AWEC, though its
distributorship network; unwillingness of a supplier to enter into a
distributorship arrangement with AWEC, or termination by a supplier of
Ameristar's distributorship arrangement with said supplier; failure of AWEC's
distributorship network to effectively market products; insufficiency of
customer orders for products and/or services distributed by AWEC through its
distributor network; or insufficient working capital to undertake contemplated
operations, inclusive of the operations of AWEC or the development and resale of
the Company's Mexican property interests.
As reported in Part II, Item 4, following, at the annual meeting of
shareholders of the Company, on December 9, 1997, the acquisition by the Company
of the stock of Ameristar Worldwide Entertainment Corp. ("AWEC"), a Nevada
corporation, was approved and became effective on that trade date. At the same
meeting, the merger of the company into its wholly owned subsidiary, Ameristar
International Holdings Corporation, a Tennessee corporation, was also approved.
The merger was finalized, through filings with the appropriate state
authorities, on January 22, 1998. From that date forward, the name of the
Company is Ameristar International Holdings Corporation (hereafter referred to
as "Ameristar"), the Company's state of incorporation is Tennessee, and each
person who was a shareholder of International Resort Developers, Inc. (IRD),
holds instead of his or her shares in IRD, the same number and par value of
shares in Ameristar. The stock symbol of Ameristar on NASDAQ is "AIHC".
AWEC had in turn acquired, on August 22, 1997, the rights to its name, and
other tangible and intangible assets and relationships, including a nationwide
distributor network comprised of approximately 8,500 home-based distributors,
from a company named Ameristar Worldwide Entertainment, Inc. ("AWEI"). Based
upon unaudited figures supplied to the Company, AWEC, as of September 30, 1997,
had a stated book value of tangible and current assets, comprised of the assets
it had acquired from AWEI, in the amount of $313,137 (including computer
equipment and furniture with an approximate book value of $200,000, and
inventory, receivable and other current assets with an approximate book value of
$100,000) offset by current liabilities in the approximate amount of $50,000.
The business which was conducted by AWEI, to which AWEC succeeded, was the
resale to the residential market throughout the United States of satellite
dishes for capturing television signals, and the earning of commissions on
related video and audio programming subscribed to by the purchasers of said
satellite dishes. AWEC conducts such business pursuant to a non-exclusive
distributorship arrangement with Echostar Communications Corporation
("Echostar"), a manufacturer and distributor of satellite dishes and related
programming. Echostar currently offers 170 channels to subscribers to its
program network. It is anticipated that after March of 1998, when an additional
satellite is active, Echostar will have the capability of broadcasting 500
channels; and the Company believes that Echostar
22
<PAGE> 23
will be the only Direct Broadcasting Service provider to offer local programming
to the largest 20 U.S. cities.
AWEC has distributed the Echostar products through its own network of
"Independent Distributors". These distributors are home-based persons who have
signed an "Independent Distributor" agreement with AWEC or its predecessor AWEI,
and have paid to AWEC or its predecessor for an Independent Distributor kit or
to enroll in AWEC's "Sales Director Leadership Training Bonus Program, " that
includes the kit. These distributors earn commissions from AWEC for the products
they distribute on behalf of AWEC. AWEC continues to add, and at the present
time has over 9,000 Independent Distributors. Up until mid-January 1998, AWEC,
as did AWEI before it, communicated weekly with its distributors through a
weekly closed-circuit one-hour satellite slot purchased from Echostar, and
utilized this broadcast to apprise its distributors of current products
available for distribution, benefits of the products and selling strategies.
AWEC is currently evaluating whether there are more cost-effective ways of
communicating with its distributors in the foregoing regards.
Pursuant to AWE's distributorship agreement with Echostar, AWEC purchases
and resells satellite dishes; and, in addition, receives from Echostar an
initial commission, and residual monthly commissions for a subscriber to
Echostar's programming who has purchased a satellite dish through AWEC.
Beginning November of 1997, Echostar was not able to deliver product to the
Company because of a reported shortage of components. Echostar told the Company
that product will be available, again, in April 1998, though the Company can
give no assurances in said regard.
In August of 1997, AWEC, prior to its acquisition by IRD, became an
authorized agent of Unidial Incorporated ("Unidial") of Louisville, Kentucky, a
nationwide provider of long distance telephone services, internet access,
multimedia conference services and data networking, for the marketing, on a
non-exclusive commission basis, of Unidial's services to small and medium size
businesses and residential customers in the United States. The agent's agreement
is for a term of two years, terminable at earlier time by Unidial for any
material breach of the contract by AWEC, the failure of AWEC's account to
aggregate $5,000 in monthly revenue after the sixth month of the distributorship
agreement, or the failure of AWEC's accounts to aggregate $10,000 in monthly
revenue after the twelfth month of the distributorship agreement. In March, the
Company earned $1,700 in commissions (net of commissions to the Company's
distributors) from its distributorship arrangement with Unidial, and is hopeful
that its monthly revenues will increase to the $5,000 range.
23
<PAGE> 24
In January, 1998, AWEC entered into a non-exclusive remarketer agreement
with WebSurfer, Inc. ("WebSurfer"), a Canadian company located in Markham,
Canada, and a subsidiary of Batra Corp., a multi-national manufacturer of
computer hardware equipment, for the purchase and resale by AWEC of the
following WebSurfer product. WebSurfer has developed a product which, it
reports, will enable the user to browse the internet through one's television
set, utilizing a proprietary set-top box, to which can be connected to a
printer, and also utilizing a hand-held wireless monitor and wireless keyboard.
It is also reported that the system will enable a customer to utilize the
internet to place telephone calls to a user who employs the same system. The
Company intends to utilize its distributor network to market this system, and
anticipates being able to realize a gross margin per system placed, net of
commissions, to its distributors. The Company received approximately 100 of the
systems in January and another 100 in February. The Company sold 100 systems
immediately upon receipt but has since suspended marketing the product until all
points of presence have been established (approximately 1,200), and the
telephony feature is available. The arrangement is for a term of one year,
renewable by either party, and terminable at an earlier time by WebSurfer for
failure of the Company to meet its obligations under the agreement, inclusive of
minimum purchase obligations of 500 units per month, to begin 120 days after
internet telephony is operational, and increasing substantially thereafter.
AWEC, in January of 1998, also entered into an agreement with SkyMall, Inc.
whereby for a test period of 90 days, SkyMall, Inc. has agreed to a link from
the AWEC home page to SkyMall's shopping lobby on the World Wide Web, and pay to
AWEC a commission for customer purchases from SkyMall referred from AWEC's home
page. SkyMall is the marketer of products to airline passengers through
publications present on airlines and through the Internet.
Ameristar Security Corporation, a wholly owned subsidiary of AWEC,
completed negotiations with ADT Corporation and has signed a contract as an
authorized dealer. AWEC is currently licensed in four states with applications
submitted to 15 additional states. AWEC anticipates being licensed to sell
security services in approximately 39 states. ADT Corporation is the world's
largest manufacturer and supplier of home and business security systems.
Management's goal is to reach a volume of 500 systems per month to residential
customers, by 1998 year-end.
It must be emphasized that the success of the Company in meeting its goals,
in distributing products pursuant to the above-stated distributorship
arrangements, and therefore its ability to operate profitably, is not only
dependent upon customer orders, but also the availability of product to the
Company for distribution. Consequently, no representations can be made as to
whether the Company will be able to meet its goals. Customer acceptance also
depends upon the viability of the product being distributed, and its competitive
position to other products on the market or may come to market. Whereas
management believes that WebSurfer, discussed above, is an exciting product, its
workability, potential, and customer acceptance has yet to be proven.
The reported revenues of AWEI, during the eighteen months it was in
business, prior to the time of the sale of its assets to AWEC, from the sale of
EchoStar product and the sign-up of its "Independent Distributors" were
approximately $3,000,000; and AWEI's reported loss from operations over the
previous 12 months approximately $1,000,000. Management believes that a
principal contributor to a poor bottom line was that the Company did not have in
place an appropriate credit card clearing arrangement to process high volumes of
customer transactions. As of October 1997, management believes that such an
arrangement is in place.
24
<PAGE> 25
As of March 31, 1998, the Company had advanced to AWEC $655,525, $400,000
of which was utilized by AWEC to satisfy a $400,000 note issued by AWEC in
connection with its acquisition of AWEI's business, and the remainder of which
was utilized to fund deficit operations of AWEC between the date of that
acquisition and September 30, 1997. Between October 1, 1997 and December 31,
1997, the Company advanced to AWEC an additional approximate $300,000 to cover
deficit operations for the second quarter ended December 31, 1997, and an
additional $250,000 to cover deficit operations for the third quarter ended
March 31, 1998.
Management is hopeful that it will be able to become profitable in the next
several months. The attainment of such profitability, in management's judgment,
depends upon the resumption of delivery by EchoStar of shipments to the Company,
and/or the ability of the Company to be successful in promoting and selling the
products pursuant to its other distributorship arrangement discussed above. It
is excited about the potential of these distributorships, although it can make
no assurances with respect to their success.
The Company continues to own substantial property interests in the State Of
Campeche, Mexico, namely coastal properties, approximately 12 miles in length,
constituting the "Palmeras","Irvine" and Bucaneros parcels, in the State of
Campeche, Mexico, and intends to exploit the potential. These properties,
acquired by the Company in 1994 and 1998, have been extensively discussed in
previous Reports of the Company. Is the intention of the Company, dependent upon
securing necessary capital to complete infrastructure (e.g. provision of water
and electricity), to utilize the business of AWEC, including AWEC's home page on
the World Wide Web, to market residential lots into which the Palmeras, Irving
and Bucaneros parcels of the Company, in the State of Campeche, Mexico, are
being subdivided.
During the quarter ended March 31, 1998, the Company incurred a loss from
continuing operations of $509,697 (and a net loss, after income from interest,
of $899,538). Of this amount, approximately $131,118 is attributable to overhead
administrative expenses not directly connected with the business of AWEC, namely
legal and accounting, consulting, and officer and director fees and expenses of
the Company. The balance of the loss, namely $378,579, reflects the business of
AWEC for the period ending March 31. In as much as the acquisition of AWEC was
not consummated until December 9, 1998, the operations of AWEC have been
consolidated into the statements of the Company for the period ending March 31,
1998.
The loss of AWEC for the period October 1, 1997 through March 31, 1998 was
$903,584 (and between the date of the purchase of the business of AWEI by AWEC
on August 22, 1997, and March 31, 1998 was $579,620). As indicated in the
previous paragraph, most of this loss has not been reflected in the financial
statements of the Company, which are included in this Report, since the
acquisition of AWEC was not consummated until December 9, 1997.
The accrued revenues of AWEC (from orders booked, though not necessarily
shipped, and before costs of goods sold, including commissions to AWEC's
distributors) declined from $176,000 in September, 1997 and $120,000 in October,
1997 to approximately $88,000 in each of the months of November and December,
1997 primarily reflective of the suspension of delivery of product from
EchoStar. For the period from October to December 1997 the Company booked
revenues of $64,000, compared to $12,195 for distributor sales kits and sales
aids for the third quarter.
25
<PAGE> 26
Management is optimistic that AWEC will be able to operate on a break-even,
and then profitable basis in the coming several months, dependent upon
resumption of deliveries from EchoStar and/or its ability to be successful in
exploiting the business opportunities and prospects from its relationships with
WebSurfer, SkyMall, and ADT, discussed above.
For the nine months period ending March 31, 1998, the Company's income from
continuing operations was $928,704 compared with a loss of $586,035 for the
comparable period of a year earlier. This income was the result of the
recognition of revenues, in the quarter ending September 30, 1997, of $5,150,000
from the sale of Ensenada Cruiseport Village, S.A. de C.V., offset by costs of
such revenues of $3,451,964, inclusive of the capitalized cost of the Ensenada
project at June 30, 1997, and net of administrative expenses in that quarter of
$58,835 (the $5,150,000 of revenues was received $3,950,000 in cash $800,000 in
a note payable in January 1999, and $400,000 in a note payable in June, 1999).
The net loss of the Company for the quarter ended March 31, 1998 was therefore
$899,538, which is inclusive of the extraordinary items expensed ($391,051), as
discussed in NOTE 13.
Capital Resources
As of March 31, 1998, as reported in the previous quarterly report, the
total current assets of the Company were $143,667. These assets reflected the
receipts by the Company of $3,950,000, in cash proceeds from the sale of the
Ensenada concession, less the satisfaction of liabilities from that amount less
the advance to AWEC. The current liabilities as of that date were $252,460.
These liabilities included the following: $41,9000 owing to Doggart Trading
Ltd., a shareholder in the Company, for advances which it has made to the
Company for working capital.
The deficit working capital position of the Company, as of December 31,
1997, namely $1,033,054, decreased to a deficit working capital position, of
$108,793, as of March 31, 1998. This increase, in the amount of $924,261, is
accounted for by the renegotiation of the debt on the Los Bucaneros property,
plus the loss in operations of $899,530 by AWEC, of which $391,051 was the
result of an extraordinary item.
During the month of January 1998, the Company borrowed $25,000 from
EuroBank Corporation, a financial institution in the Cayman Islands, to cover
deficit cash needs during the first quarter of 1998. At the present time, the
Company does not have in place a line of credit or other commitments from
financial institutions, or from other sources of capital, to cover continued
deficit operations, to satisfy current liabilities, or for other purposes. The
ability of the Company to continue operations, including the operations of AWEC,
the ability of the Company to complete its acquisitions of the Los Bucaneros
property, and the ability of the Company to fulfill its intentions with respect
to the subdivision and marketing of parcels from its Palmeras and Irvine parcels
in Mexico, is therefore dependent upon the near-term ability of AWEC to
undertake operations on a break-even or profitable basis, and the Company's
ability to secure financing to cover any further deficits, to meet its current
liabilities, to proceed with the acquisition of title to the Los Bucaneros
property, and to complete infrastructure, and therefore successfully market its
Palmeras and Irvine parcels. In the past, the Company has relied on advances
from certain large shareholders to meet deficits. However, it has no commitments
from shareholders as to such advances in the future.
26
<PAGE> 27
The current liabilities of the Company as of March 31,1998 are as follows:
$158,451 in accounts payable, comprising $28,784 of accrued payroll and related
taxes of AWEC; and $41,900 payable to Doggart Trading, Ltd. During the quarter,
the Company reduced its payable to Doggart, which was $82,105 as of September
30,1997, through a payment to Doggart. This payable represents advances from
Doggart, during the fiscal year ended June 30, 1997, covering cash needs of the
Company.
In consideration of the Company's sale of Ensenada Cruiseport Village S.A.
de C.V. in fiscal year ended June 30, 1997, the Company received in addition to
$3,950,000 in cash proceeds, two notes, one for $800,000 payable in January
1999, and another note (subject to certain contingencies) for $400,000 payable
in June 1999. The Company discounted the $800,000 note for net $615,000 with the
maker.
The Company's capitalized resources at September 30, 1997, attributable to
its real property interests, included $3,050,000 as the Company's acquisition
price for its Los Bucaneros Property in Campeche, Mexico, $80,321 as its
acquisition cost of the 8.5 miles of adjoining coastal property represented by
the Company's Palmeras and Irvine parcels, and $161,739 in additional
capitalized costs associated with the Irvine and Palmeras parcels. (See Form
10-KSB for fiscal 1997). The acquisition cost of the Palmeras and Irvine parcels
does not, in management's view, reflect a substantially higher actual value (See
discussion in Form 10-KSB for fiscal 1997). Conversely, the book value of the
Los Bucaneros Property is related to the value of stock issued by the Company
for the right to acquire the property, and encumbrances burdening the property;
and management does not represent that the current market value of the Los
Bucaneros property equals the stated book value. The capitalized costs of the
Company described above represent assets, which are illiquid, and do not
represent currently realizable value.
Management of the Company is entertaining the possibilities of offering
mortgage and insurance products to its base of distributors.
27
<PAGE> 28
PART II
Item 1. Legal Proceedings
The Company and its former officers were named in a lawsuit, which alleged
violations of federal securities laws related to the Advanced Capital Services
transactions discussed above. On April 24, 1998 in federal court at Couer
D'Alene, Idaho the judge dismissed the charges against the former officers and
directors, with the exception of M.K. Miller. However, the case remains pending
in state court. The Company and M.K. Miller were found liable by the trial jury
and damages of approximately $690,000 were awarded to the plaintiffs. The
Directors have instructed its trial attorney to appeal the verdict. The Company
is also party to lawsuits referred to in NOTE 10 on page 24.
Item 4. Submission of Matters to a Vote of Shareholders
The annual meeting of shareholders of International Resort Developers, Inc.
was held on December 9, 1997, in Nashville, Tennessee. The following transpired:
1. Election of Directors. Pieter G.K. Oosthuizen, David Lawrence, Chris
Millar, Donald M. Spears, and Samuel B. Watson were elected as the directors of
the Company, to serve until the next annual meeting of the Company, or until
their successors are elected and qualify. There are no other directors whose
terms continued after the meeting. These directors were elected with the
following votes cast in their favor and no votes cast for other persons, in
opposition to their election, or withheld: Pieter Oosthuizen: 1,386,008 votes;
David Lawrence: 1,386,008 votes; Chris Millar: 1,386,008 votes; Donald M.
Spears: 1,386,008 votes; and Samuel B. Watson: 1,386,008 votes. There were
197,232 broker non-votes. Since the time of the election, Chris Millar has
resigned his directorship position, due to conflicting business
responsibilities, and Nigel Spinks, a British solicitor (i.e. lawyer), has been
appointed to fill that vacancy.
2. Change of Name and Domicile of the Company. The shareholders approved
the merger of IRD into its wholly owned Tennessee subsidiary, Ameristar
International Holdings Corporation ("Ameristar"). 1,006,317 votes were cast in
favor of the merger, 134 votes were cast against, and there were 584 votes
abstaining. There were 654,811 broker non-votes. The merger became effective,
through filings with appropriate state authorities, on January 22, 1998.
Ameristar, until the effective date of the merger, was a subsidiary without
substantial assets or liabilities. As the result of the merger, the assets and
liabilities of IRD became the assets and liabilities of Ameristar, and the
shareholders of IRD, as of the effective date of the merger, have become,
instead, shareholders of Ameristar, a Tennessee corporation, with each such
shareholder holding the same number and par value of shares in Ameristar as
previously held in IRD.
The Charter and By-laws of Ameristar are not materially different from the
Charter and By-laws of IRD, except in the following respects:
28
<PAGE> 29
(a) Directors have previously been elected by cumulative voting, in which
each shareholders is entitled to cast a number of votes equal to the number of
his shares, multiplied by the number of directors being elected, with the right
to distribute such number of votes among or between nominees in such proportion
as the shareholder chooses. The Charter of Ameristar provides for the more
traditional method of electing directors, pursuant to which each shareholder is
entitled to cast a number of votes, equal to the number of his shares, for such
slate of directors as the shareholder chooses. This method of voting for
directors will be utilized at the next annual meeting of shareholders, currently
planned for January of 1999, and in all other elections of directors by
shareholders held hereafter.
(b) The By-laws of IRD provided for the indemnification of a director or
officer against reasonable expenses incurred in connection with the defense of
any litigation, to which he was a party because of his status as a present or
past director or officer, provided that he had no right to reimbursement in
relation to matters as to which he had been adjusted liable to the Company for
negligence or misconduct in the performance of his duties. The Charter of
Ameristar provides that a director or officer shall not be personally liable to
the corporation or its shareholders for monetary damage, or related litigation
expenses, for breach of fiduciary duty, except for any breach of the director's
or officer's duty of loyalty to the corporation to its shareholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, or under Section 48-18-304 of the Tennessee Business
Corporation Act, pertaining to unlawful distribution of corporate funds.
3.) Acquisition of "Ameristar Worldwide Entertainment Corporation" The
shareholders approved the acquisition of Ameristar Worldwide Entertainment Corp.
("AWEC"), formerly known as Growth Strategies Inc., a Nevada corporation,
pursuant to an agreement dated September 29, 1997 between IRD and Park
Investments Limited ("Park"), the sole shareholder of AWEC. 1,015,725 votes were
cast in favor of the acquisition, 34 votes were cast against, and there were 584
votes abstaining. There were 654,811 broker non-votes. As the result of the
shareholders' approval, the acquisition became effective December 9, 1997. AWEC
had in turn acquired the rights to its name, and other tangible and intangible
assets and relationship, including a distributor network comprised of
approximately 8,500 distributors, nationwide, from a company named Ameristar
Worldwide Entertainment, Inc. ("AWEI") in August, 1997.
The terms of the acquisition by IRD (now Ameristar) of AWEC, which was
approved by the shareholders, provided for the issuance by IRD of 340,000 shares
of its stock to Park and 60,000 shares to one Samuel B. Watson, who was the
Chief Executive Officer of AWEI prior to its acquisition by AWEC, and thereafter
of AWEC. Additionally, Ameristar is obligated to issue 2,550 shares to Park and
450 shares to Samuel B. Watson for each $1,000 of after-tax profit earned by
AWEC, in excess of $1,000,000, during each of the calendar years 1998 and 1999.
Ameristar is also obligated to pay to Park a royalty of 2 1/2% of the net sales
revenue of AWEC on and after September 1,1997.
Samuel B. Watson continues, at the present time, as President and Chief
Executive Officer of AWEC, and is also Secretary and a director of Ameristar.
29
<PAGE> 30
4. Appointment of La Voie, Clark, Charvos & May, P.C. The shareholders
appointed La Voie, Clark, Charvos & May, P.C. as the accountants to audit the
financial statements of Ameristar for the fiscal year next ending after June 30,
1998. There were 1,381,109 votes in favor, 34 votes against, and 3,484 votes
abstaining. There were 196,764 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
The following exhibits are attached:
Exhibit 2 Plan of Reorganization
Exhibit 3.1. Articles of Incorporation of Ameristar International Holdings
Corporation
Exhibit 3.2. By-laws of Ameristar International Holdings Corporation
Exhibit 27 Financial Data Schedule (for SEC use only)
No Forms 8-K were filed during the quarter
30
<PAGE> 31
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by the undersigned
hereunto duly authorized.
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
May 15, 1998 By s/Samuel B. Watson
------------------------------------------------
Samuel B. Watson, Secretary and a Director
May 15, 1998 By s/Michael L. Tubbs
------------------------------------------------
Michael L. Tubbs, COO, Acting Chief Financial Officer
31
<PAGE> 1
Exhibit 2
ARTICLES OF MERGER
OF INTERNATIONAL RESORT DEVELOPERS, INC.
INTO AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
Pursuant to the provisions of Section 48-21-107 of the Tennessee Business
Corporation Act, the undersigned corporation hereby submits the following
Articles of Merger and states the follows:
A. The Plan of Merger (the "Plan") is attached as Exhibit A hereto and
incorporated herein by this reference.
B. The Plan was duly adopted by the vote of a majority of the shareholders
of International Resort Developers, Inc. entitled to be cast at a meeting duly
called and conducted on the 9th .day of December, 1997.
C. Approval of the merger by the shareholders of AmeriStar International
Holdings Corporation not being necessary pursuant to Tennessee code Annotated
section 48-21-104 (h), the Plan was duly adopted by the unanimous written
consent of the Board of Directors of AmeriStar International Holdings
Corporation on the 14th day of November, 1997.
d. As for the actions of International Resort Developers, Inc., and Idaho
Corporation, the Plan and its implementation were duly authorized by all action
required under the laws of State of Idaho.
Date this 15th day of January, 1998.
AmeriStar International Holdings Corporation
By: s/Pieter G.K. Oosthuizen
-----------------------------------------
Chairman of the Board of Directors
<PAGE> 2
ARTICLES OF MERGER
OF INTERNATIONAL RESORT DEVELOPERS, INC.
INTO AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
The undersigned domestic corporations hereby agree to merge in
accordance with the plan set forth below:
A. The corporations intending to merge are International Resort Developers,
Inc., an Idaho corporation (the "Merged Corporation"), and AmeriStar
International Holdings Corporation, a Tennessee corporation (the "Surviving
Corporation").
B. The surviving corporation in the merger will be AmeriStar International
Holdings Corporation, a Tennessee corporation.
C. After the Plan of Merger is approved by the directors and shareholders
of the Merged Corporation and the directors of the Surviving Corporation, the
Surviving Corporation shall deliver to the Secretary of State of the State of
Tennessee for filing Articles of Merger setting forth the information required
by Section 48-21-107 of the Tennessee Business Corporation Act.
D. The proposed merger shall be effective at 12:01 a.m. on January 1, 1998.
E. Upon completion of the merger, each share of International Resort
Developers, Inc.'s $0.10 par value common stock shall be converted into the
right to receive one (1) share of AmeriStar International Holdings Corporation's
$0.10 par value common stock.
Dated this 12th day of November, 1997.
AmeriStar International Holdings Corporation
By: s/Pieter G.K. Oosthuizen
-----------------------------------------
Chairman of the Board of Directors
International Resort Developers, Inc.
By: s/Pieter G.K. Oosthuizen
-----------------------------------------
Chairman of the Board of Directors
2
<PAGE> 1
Exhibit 3.1
CHARTER
OF
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
The undersigned, having capacity to contract, and acting as the Incorporator for
the above listed corporation under the Tennessee Business Corporation Act,
adopts the following charter for such corporation:
1. The name of the corporation is AMERISTAR INTERNATIONAL HOLDINGS
CORPORATION
2. (a) The complete address of the corporation's initial registered
office in Tennessee is:
1801 West End Avenue, Suite 1110
Nashville, Davidson County, Tennessee, 37203
(b) The name of the initial registered agent, to be located at the
address listed in 2(a) is:
Samuel B. Watson
3. The name and complete address of the Incorporator is:
Sam J. McAllester, III, Esq.
1500 Nashville City Center
511 Union Street
Nashville, Tennessee 37219
4. The complete address of the corporation's principal office is:
1801 West End Avenue, Suite 1110
Nashville, Davidson County, Tennessee 37203
5. The corporation is for profit.
6. The total number of shares that the corporation is authorized to issue
is One Hundred Million (100,000,000) shares of $0.10 par value common stock
which shall have unlimited voting rights and the right to receive the net assets
of the corporation upon dissolution of the corporation. Dividends are payable on
the common stock when and as declared by the Board of Directors. Each holder of
common stock shall be entitled to one vote per share of stock. The common stock
shall preemptive rights.
<PAGE> 2
7. The business and affairs of the corporation shall be managed by a
Board of Directors. The number of directors and their term shall be specified in
the By-laws of the corporation.
8. The purposes for which this corporation is organized to carry on
lawful business which the Board of Directors shall select and determine from
time to time, including arraying on such businesses through subsidiary
corporations, through partnership, joint venture and trust agreements entered
into by either the corporation or its subsidiaries, or through any other type of
agreement or form of business enterprise as the Board of Directors may approve.
9. A director or officer of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages or expenses
for breach of fiduciary duty as a director, except: (i) for any branch of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, or (iii) under Section 48-18-304 of the Tennessee
Business Corporation Act. If the Tennessee Business Corporation Act is amended
or suspended after the filing of this charter to authorize corporate action
further eliminating or limiting the personal liability of a director of the
corporation, shall be eliminated or limited to the fullest extent permitted by
the Tennessee Business Corporation Act, as so amended from time to time or by
such act as many supersede it. The affirmative vote of at least two-thirds (2/3)
of the total votes eligible to be cast at a legal meeting duly called and held,
shall be required to amend, repeal or adopt any provision inconsistent with this
provision. Any repeal or modification of this provision by the shareholders of
the corporation shall not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or modification.
Dated this 12th day of November, 1997.
s/ Sam J. McAllester, III
-------------------------
<PAGE> 1
Exhibit 3.2
BY-LAWS OF
AMERISTAR INTERNATIONAL HOLDINGS CORPORATION
Prepared by:
WYATT, TARRANT & COMBS
511 Union Street, Suite 1500
Nashville, Tennessee 37219
November 12, 1997
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLES OFFICES . . . . . . . . . . . . . . . . . . . 1
ARTICLE II MEETINGS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . 1
2.1 ANNUAL MEETING . . . . . . . . . . . . . . . . . . . 1
2.2 SPECIFIC MEETINGS . . . . . . . . . . . . . . . . . . . 1
2.3 NOTICE OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . 1
2.4 WAIVER NOTICE . . . . . . . . . . . . . . . . . . . 2
2.5 PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . . 2
2.6 RECORD DATE . . . . . . . . . . . . . . . . . . . 2
2.7 SHAREHOLDERS LIST FOR MEETING . . . . . . . . . . . . . . . . . . . 2
2.8 QUORUM REQUIREMENTS . . . . . . . . . . . . . . . . . . . 2
2.9 VOTING AND PROXIES . . . . . . . . . . . . . . . . . . . 3
2.10 ACTION WITHOUT MEETING . . . . . . . . . . . . . . . . . . . 3
2.11 PRESIDING OFFICER; ORDER OF BUSINESS . . . . . . . . . . . . . . . . . . . 3
ARTICLE III BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . 4
3.1 MANAGEMENT OF THE CORPORATION . . . . . . . . . . . . . . . . . . . 4
3.2 QUALIFICATIONS AND ELECTIONS . . . . . . . . . . . . . . . . . . . 4
3.3 NUMBER . . . . . . . . . . . . . . . . . . . 4
3.4 REGULAR MEETINGS . . . . . . . . . . . . . . . . . . . 4
3.5 SPECIAL . . . . . . . . . . . . . . . . . . . 4
3.6 PLACE OF MEETINGS . . . . . . . . . . . . . . . . . . . 4
3.7 NOTICE OF DIRECTORS' MEETINGS . . . . . . . . . . . . . . . . . . . 4
3.8 WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . 5
3.9 QUORUM AND VOTE . . . . . . . . . . . . . . . . . . . 5
3.10 VACANCIES . . . . . . . . . . . . . . . . . . . 5
3.11 ACTION WITHOUT MEETINGS . . . . . . . . . . . . . . . . . . . 5
3.12 EXECUTION OF INSTRUMENTS . . . . . . . . . . . . . . . . . . . 5
3.13 NO COMPENSATION . . . . . . . . . . . . . . . . . . . 6
3.14 RESIGNATION AND REMOVAL . . . . . . . . . . . . . . . . . . . 6
3.15 COMMITTEES . . . . . . . . . . . . . . . . . . . 6
ARTICLE IV OFFICERS . . . . . . . . . . . . . . . . . . . 6
4.1 NUMBER . . . . . . . . . . . . . . . . . . . 6
4.2 ELECTION . . . . . . . . . . . . . . . . . . . 6
4.3 RESIGNATION AND REMOVAL . . . . . . . . . . . . . . . . . . . 6
4.5 PRESIDENT . . . . . . . . . . . . . . . . . . . 7
4.6 CHIEF FINANCIAL OFFICER . . . . . . . . . . . . . . . . . . . 7
4.7 VICE PRESIDENT . . . . . . . . . . . . . . . . . . . 7
4.8 SECRETARY . . . . . . . . . . . . . . . . . . . 7
4.9 TREASURER . . . . . . . . . . . . . . . . . . . 7
ARTICLE V CAPITAL STOCK . . . . . . . . . . . . . . . . . . . 8
5.1 STOCK CERTIFICATES . . . . . . . . . . . . . . . . . . . 8
5.2 TRANSFER OF SHARES . . . . . . . . . . . . . . . . . . . 8
5.3 LOSS OF CERTIFICATES . . . . . . . . . . . . . . . . . . . 8
5.4 REGISTERED SHAREHOLDERS . . . . . . . . . . . . . . . . . . . 8
5.5 TRANSFER AGENT AND REGISTRAR . . . . . . . . . . . . . . . . . . . 8
ARTICLE VI INDEMNIFICATION OF DIRECTORS AND
OFFICERS . . . . . . . . . . . . . . . . . . . 8
6.1 STANDARD FOR INDEMNIFICATION . . . . . . . . . . . . . . . . . . . 8
6.2 NON-EXCLUSIVE . . . . . . . . . . . . . . . . . . . 8
ARTICLE VII CORPORATE RECORDS . . . . . . . . . . . . . . . . . . . 9
ARTICLE VIII AMENDMENTS OF BY-LAWS . . . . . . . . . . . . . . . . . . . 10
ARTICLE IX FISCAL YEAR . . . . . . . . . . . . . . . . . . . 10
ARTICLE X SEAL . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE> 3
Article I
OFFICES
In addition to its registered and principal offices, the corporation may
have such other offices and /or facilities at such other place as the Board of
Directors may from time to time determine and as the business of the corporation
may require. The address of the principal office may be changed by the Board of
Directors by amendment to the corporation 's charter.
Article II
MEETINGS OF SHAREHOLDERS
2.1 Annual Meeting. (a) The annual meeting of shareholders shall be held
within One Hundred Twenty (120) days of the fiscal year end of the corporation,
but no later than as selected by the Board of Directors, or on such other date
as may be set by the Board of Directors.
(b) In the event the annual meeting is not held at the time prescribed
in Section 2.1, and if the Board of Directors shall not call a special meeting
prescribed in Section 2.2 within three (3) months after the date prescribed for
the annual meeting, then any shareholder may call such meeting, and at such
meeting the shareholders may elect the directors and transact other business
with the same force and effect as at an annual meeting duly called and held.
2.2 Special Meetings. Special meetings of the shareholders may be called by
the President, the Board of Directors, or by written request of the holders of
at least Fifteen percent (15%) of all the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting. The business
transacted at special meetings of the shareholders shall be confined to the
business stated in the notice given to the shareholders. It shall be the duty of
the Secretary to mail out notices of such meetings.
2.3 Notice of Shareholder Meetings. Written or printed notice stating the
place, day and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called and the person or persons
calling the meeting, shall be delivered, either personally or by mail, by or at
the direction of the Secretary. Such notice shall be mailed or delivered not
less than ten (10) days nor more Sixty (60) days before the date of the meeting.
Any notice required to be sent or given to any shareholder under the provision
of the charter, these By-laws of Tennessee, is effective when mailed, if mailed
postage prepaid and correctly addressed to the shareholder's address shown in
the corporation's current record of shareholders. If delivered personally, any
notice required to be sent or given to nay shareholder under the provisions of
the charter, these By-laws, or the laws of Tennessee is effective when received
by the shareholder. The person giving such notice shall certify that the notice
required by this paragraph has been given.
1
<PAGE> 4
2.4 Waiver of Notice. A shareholder may waive any notice that is required
either before or after the date and time stated in the notice. The waiver must
be in writing, signed by the shareholder entitled to the notice, and delivered
to the corporation for inclusion in the minutes or filing with the corporate
records. Notwithstanding the foregoing, a shareholder's attendance at a meeting
(a) waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning if the meeting, or promptly upon the
shareholder's arrival objects to holding the meeting or transacting business at
the meeting, and (b) waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice unless the shareholder objects to considering the matter when it is
presented.
2.5 Place of Meetings. Meetings of the shareholders may be held at such
place within or without the State of Tennessee as may be designated by the Board
of Directors. If not otherwise specified by the Board of Directors, said
meetings shall be held at the corporation's principal office.
2.6 Record Date. For the purpose of determining the shareholders entitled
to notice of, or to vote at, any meeting of the shareholders, or any adjournment
thereof, or in order to make a determination of the shareholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date faro any such determination of shareholders. Unless otherwise determined by
the Board of Directors, the record days for determining shareholders entitled to
take action without a meeting is the date the first shareholder signs the
consent.
2.7 Shareholders List For Meeting. After fixing a record for a meeting the
corporation shall prepare an alphabetical list of all its shareholders who are
entitled to notice of a shareholders' meeting. The list must show the address
and number of shares held by each shareholder. The shareholders list must be
available for inspection by any shareholder beginning Two (2) business days
notice of the meeting is given for which the list was prepared and must remain
on file for a minimum period of Thirty (30) days prior to the meeting, at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. The shareholder list must also be
available at the meeting. Failure to comply with the requirements of this
Section 2.7 shall not affect the validity of any action taken at such meeting of
the shareholders.
2.8 Quorum requirements. A majority of the common stock issued and
outstanding, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. Once a share is represented for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting unless a new record date
is or must be set for that adjourned meeting. A meeting may be adjourned despite
the absence of a quorum, and notice of any adjournment need not be given if the
time and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken. When a quorum exists at any meeting, action on a
matter is approved if the votes cast favoring the action exceed the votes cast
opposing the action, unless the question is one upon which, by express provision
of the charter, these By-laws, or the laws of Tennessee, a greater number of
affirmative votes is required, in which case such express provisions shall
govern the decision of such question.
2
<PAGE> 5
2.9 Voting and Proxies. Each shareholder shall have One (1) vote for each
share of common stock registered in his or her name on the books of the
corporation on and as of the record date for such meeting fixed and determined
by the Board of Directors or as otherwise determined by statute. Every
shareholder entitled to vote at any meeting may do so either in person or by
proxy, which proxy shall be filed with the Secretary of the meeting before being
voted. Such proxy shall entitle the holders thereof to vote at any adjournment
thereof. No proxy shall be valid after the expiration of Eleven (11) months from
the date of its execution unless otherwise provided in the proxy.
2.10 Action Without Meeting. Whenever the shareholders are required or
permitted to take any action at a meeting, such action may be taken without
meeting. If all shareholders entitled to a vote on the action consent to taking
such action without a meeting, the affirmative vote of the number of shares that
would be necessary to authorize or take such action at a meeting is the act of
the shareholders. The action must be evidenced by One (1) or more written
consents describing the action taken, signed by each shareholder entitled to
vote on the action in One (1) or more counterparts, indicating each signing
shareholder's vote or abstention on the action and delivered to the corporation
for inclusion in the minutes or filing with the corporate records.
2.11 Presiding Officer; Order of Business. (a) Meetings of the shareholders
shall be presided over by the Chairman of the Board of Directors, or if the
Chairman of the Board is not present, by the President, or, if the President is
not present, by a Vice-President, if any. If none of the above referenced
officers are present, such meeting of the shareholders shall be presided over by
a chairman to be chosen by a majority of the shareholders entitled to a vote at
the meeting who are present in person or represented by proxy. The Secretary or
an Assistant Secretary, if any, shall act as secretary every meeting. If neither
the Secretary nor Assistant Secretary is present at the meeting, the
shareholders present at the meeting or represented by proxy shall chose any
person to act as secretary of the meeting.
(b) The order of business shall be as follows:
1. Call of meeting to order;
2. Proof of notice meeting;
3. Reading of minutes of previous annual meeting;
4. Reports of Officers;
5. Reports of Committees;
6. Election of Directors; and
7. Miscellaneous business
3
<PAGE> 6
Article III
BOARD OF DIRECTORS
3.1 Management of the Corporation. The business and affairs of the
corporation shall be managed by a Board of Directors. The Board of Directors may
implement and exercise all corporate powers and do all such lawful acts and
things that are not prohibited by the charter of the corporation, by these
By-laws, or by the laws of Tennessee.
3.2 Qualifications and Election. Directors need not be shareholders or
residents of Tennessee, but must be of legal age. Directors shall be elected by
a plurality of the votes cast by the shares entitled to vote in the election at
the annual meeting of the shareholders. Each director shall serve until the next
annual meeting of the shareholders or until a successor has been elected and
qualified.
3.3 Number. The initial number of directors that shall constitute the
entire Board of Directors shall be five (5). The number of directors may be
increased or decreased by resolution of the Board of Directors from time to
time. Any change in the number of directors shall be set forth in the notice of
any meeting of shareholders held for the purpose of electing directors, subject
to the approval of the shareholders.
3.4 Regular Meetings. An annual meeting of the Board of Directors shall be
held immediately after the adjournment of the annual meeting of shareholders, at
which time the officers of the corporation shall be elected. The board may also
designate more frequent intervals for regular meetings.
3.5 Special Meetings. Special meetings of the Board of Directors may be
called at any time by the President, any Two (2) directors, or the sole Director
if only One (1) director.
3.6 Place of Meetings. Meetings of the Board of Directors, whether annual,
regular, or special, shall be held at such time or times and at such place or
places within or without the State of Tennessee as the Board of Directors may,
from time to time, determine or as may be specified in the notice of such
meeting. The Board of Directors may permit any and all directors to participate
in a regular or special meeting by, or conduct the meeting through the use of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
3.7 Notice of Directors' Meetings. The annual and regular meetings of the
Board of Directors may be held without notice of the date, time, place or
purpose of the meeting. In the case of special meetings, written or printed
notice stating the date, time, and place of the meeting, shall be delivered
either personally, by mail, overnight courier, telegraph, telephone facsimile
transmission, telex, or other form of wire or wireless communication. Such
notice shall be delivered not less than Two (2) days before the date of the
meeting. If notice is given by mail, correctly addressed, and with first class
postage affixed thereon, the notice is effective Five (5) days after its deposit
in the United States
4
<PAGE> 7
mail. If notice is given by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee, the
notice is effective on the earlier of the date shown on the return receipt or
Five (5) days after the deposit in the United States mail. If notice is given by
telegraph, the notice is effective on the date the telegraphic agency shall
confirm delivery thereof to the addressee. If notice is given by facsimile
transmission, telex, or other wire or wireless communication and transmitted to
the proper address or number, the notice is effective when receipt is confirmed
electronically or otherwise.
3.8 Waiver of Notice. A director may waive any notice that is required
either before or after the date and time stated in the notice. The waiver must
be in writing, signed by the director entitled to the notice, and filed with the
minutes or corporate records. Notwithstanding the foregoing, a director's
attendance at or participation in a meeting waives any required notice to that
director of the meeting and does not thereafter vote or assent to action taken
at the meeting.
3.9 Quorum and Vote. At all meetings of the Board of Directors, the
presence of a majority of the directors then in office shall constitute a quorum
for the transaction of business. A meeting may be adjourned despite the absence
of a quorum; and notice of an adjourned meeting need not be given if the time
and place to which the meeting is adjourned are fixed at the meeting at which
adjournment is taken, and if the period of adjournment does not exceed One (1)
month in any One (1) adjournment. The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be an act of
the board, unless the vote of a greater number is required by the charter,
theses By-laws, or the laws of Tennessee.
3.10 Vacancies. Newly created directorships resulting from an increase in
the number of directors, and vacancies occurring in any directorship for any
reason, including the removal of a director with or without cause, may be filled
by the Board of Directors or if the directors remaining in office constitute
fewer than a quorum of the board, by the affirmative vote of a majority of all
directors remaining in office. Any director so elected shall serve until the
next meeting of the shareholders at which directors are elected.
3.11 Action Without Meeting. Whenever the directors are required or
permitted to take any action at a Board of Director's meeting, such action may
be taken without a meeting. If all directors consent to taking such action
without a meeting, the affirmative vote of the number of directors that would be
necessary to authorize or to take such action at a meeting is the act of the
board. The action must be evidenced by One (1) or more written consents
describing the action taken, signed by each director in One (1) or more
counterparts, indicating each signing director's vote or abstention on the
action, and such consent(s) shall be included in the minutes or filed with the
last director signs the consent, unless the consent specifies a later effective
date.
3.12 Execution of Instruments. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or to execute
and deliver any instrument in the name of, and behalf of, the corporation, and
such authority may be general or confined to specific instances.
5
<PAGE> 8
3.13 Compensation. Directors shall be entitled to such reasonable
compensation for their services as director as shall be fixed by resolution of
the Board of Directors, and also shall be entitled to reimbursement for any
reasonable expenses incurred in attending such regular or special meetings of
the board. The compensation of directors may be on such basis as is determined
in the resolution of the Board of Directors. Any director receiving compensation
in any other capacity and receiving reasonable compensation for such other
services.
3.14 Resignation and Removal. A director may resign at any time by
delivering written notice to the board of Directors, its Chairman or President,
or to the corporation. A resignation is effective when the notice is delivered
unless the notice specifies a later effective date. The shareholders may remove
One (1) or more directors with or without cause.
3.15 Committees. The Board of Directors may create One (1) or more
committees, including an audit committee, a compensation committee, and a
nominating committee. A committee may consist of a single member. All committees
so created shall have and may exercise such powers and authority as the Board of
Directors may delegate to such committee by resolution. All members of a
committee that is authorized to exercise powers of the board of Directors must
be members of the Board of Directors and shall serve on such committee at the
pleasure of the Board of Directors. No committee can act on matters reserved to
the entire Board of Directors by the charter, these By-laws, or the laws of
Tennessee. All committees created by the Board of Directors shall keep regular
minutes of their meetings and proceedings and shall report to the Board of
Directors upon request. Unless the board otherwise elects, the President shall
be a member ex-officio of all committees of the board of Directors.
Article IV
OFFICERS
4.1 Number. The corporation shall have a President, Chief Financial
Officer, and a Secretary. The corporation may also have one (1) or more
Vice-President, a Treasurer, and such other officers as the Board of Directors
shall from time to time deem necessary. Any two (2) or more offices may be held
by the same person, except the offices of President and Secretary.
4.2 Election and Term. The officers shall be elected annually by the Board
of Directors or, if the Board of Directors specifically authorizes on officer to
appoint one (1) or more other officers or assistant officers, by appointment by
such duly authorized officer. Each officer shall serve at the pleasure of the
Board of Directors, or if appointed by another officer, at such other officers'
pleasure, or until a successor has been elected and qualified. Any vacancy in an
office may be filled for the unexpired portion of the term by the Board of
Directors.
4.3 Resignation and Removal. An officer may resign at any time by
delivering notice to the corporation. A resignation is effective when the notice
is delivered unless the notice specifies a later effective date. The Board of
Directors may remove any officer at
6
<PAGE> 9
any time with or without cause and any officer, if appointed by another officer,
may likewise be removed by such an officer.
4.5 President. The President shall be the Chief Executive Officer of the
Corporation. The President shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President shall effect such
division of duties between the officers of the corporation as the President
shall deem proper, except as the board otherwise directs. Further, the President
shall execute all bonds, mortgages, contracts, conveyances or other instruments
of the corporation except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.
4.6 Chief Financial Officer. The Chief Financial Officer, subject to the
Board of Directors and the President, shall supervise and manage the financial
planning and direction of the corporation. The Chief Financial Officer shall be
responsible for the daily financial operations of the corporation and shall
supervise the Treasurer, if any. If no Treasurer is elected by the Board of
Directors, the Chief Financial Officer shall assume the duties of the Treasurer.
4.7 Vice President. The Vice- President(s), in the order of their seniority
if more than one (1), shall, in the absence or disability of the President,
perform the duties and exercise the powers of the President until the Board of
Directors elects a successor, and shall perform such other duties as the Board
of Directors or the President may prescribe.
4.8 Secretary. The Secretary shall attend all meetings of the shareholders
and the Board of Directors and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for committees of the Board of Directors upon the request of the President. The
Secretary shall give ,or cause to be given, notice of all meetings of the
shareholders and all meetings of the Board of Directors and shall perform such
other duties as may be prescribed by the Board of Directors or the President,
under whose supervision the Secretary shall be. The Secretary shall attest the
execution of any document or instrument requiring such attestation and
authenticate records of the corporation.
4.9 Treasurer. The Treasure, if elected by the Board of Directors, shall
have custody of the funds and securities of the corporation, shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation, and shall deposit all money and other valuable effects in the name
and to the credit of the corporation in such depository or depository or
depositories as may be designated by the Board of Director's. The Treasurer
shall render to the President or the Board of Directors, whenever either may
require it, an account of all transactions of the corporation. If required by
the Board of Directors, the Treasurer shall give the corporation a bond, with
such surety or sureties as shall be satisfactory to the Board of Directors, for
the faithful performance of the duties of the office and for the restoration to
the corporation of all books, papers, vouchers, money, and other property in the
case of the Treasurer's death, resignation, retirement, or removal from office.
If no Treasurer shall be elected by the Board of Directors, all duties and
responsibilities of the Treasurer thereunder shall be assumed and discharged by
the President or such officer as the President shall designate.
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<PAGE> 10
Article V
CAPITAL STOCK
5.1 Stock Certificates. Every shareholder shall be entitled to a
certificate of capital stock of the corporation in such form as may be
prescribed by the Board of Directors. At a minimum each share certificate must
state on its face the name of the corporation, that the corporation is organized
under the laws of Tennessee, the name of that person to whom the certificate is
issued, the number and class of shares and the designation of the series., if
any, and be signed manually or by facsimile by the President and the Treasurer
or the Secretary of the corporation and sealed with the seal of the corporation.
Certificates representing shares of the capital stock of the corporation shall
be numbered, issued in numerical sequence, and entered in the books of the
corporation as they are issued. If the corporation is authorized to issue
different classes of shares or different series within a class, the
designations, relative rights, preferences, and limitations applicable to each
class and the variations in rights, preferences and limitations determine from
each series, and the authority of the Board of Directors to determine variations
for future series, must be summarized on the front or back of each certificate.
5.2 Transfer of Shares. Shares of stock shall be transferred on the books
of the corporation only by the holder of record thereof, either in person or by
the power of attorney arrested to by at least One (1) witness, by delivery and
surrender of the properly assigned certificate. When shares are transferred by
an attorney-in-fact, the power of attorney shall be filed with the Secretary.
All certificates exchanged or returned shall be canceled by the Secretary, and
such canceled certificates shall be affixed in their original places in the
certificate book. No new certificate or certificates shall be issued until the
old certificate or certificates have thus been canceled and returned to their
original place in the stock certificate book. The corporation shall not be
required to transfer shares of stock until furnished with adequate assurance by
the transferring shareholder of compliance with applicable securities laws.
5.3 Loss of Certificates. In the case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be issued
upon the execution of a lost certificate affidavit and upon such terms,
including provisions for indemnification or bond, as the Board of Directors may
prescribe.
5.4 Registered Shareholders. The corporation shall be entitled to treat the
holder of record of any share or shares of stock of the corporation as the
holder in fact, and accordingly, shall not be bound to recognize any equitable
or other claim or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Tennessee.
5.5 Transfer Agent and Registrar. The Board of Directors may appoint one or
more transfer agents or transfer clerks and one more or more registrars, and may
require all certificates for shares to bear the signature or signatures of any
of them.
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Article VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
6.1 Standard for Indemnification. The corporation shall indemnify and
advance expenses to each present and future director or officer, or any present
or future director or officer of any other corporation serving as such at the
request of the corporation because of the corporation's interest in such other
corporation, or the executor, administrator, or other legal representative of
any such director or officer, to the fullest extent allowed by the laws of the
State of Tennessee, as now in effect and as hereafter adopted. The corporation
may indemnify and advance expenses to any employee or agent of the corporation
who is not a director or officer, or the executor, administrator or other legal
representative of any such employee or agent, to the same extent as to a
director or officer if the Board of Directors determines that it is in the best
interest of the corporation. The corporation shall also have the power to
contract with any individual director, officer, employee, or agent for whatever
additional indemnification the Board of Directors shall deem appropriate, as
long as it is consistent with public policy.
6.2 Non-Exclusive. The foregoing right of indemnification and advancement
of expenses shall not be exclusive of any other rights to which the director or
officer may be entitled as a matter of law, or which may be lawfully granted to
the director or officer. The indemnification and advancement of expenses hereby
granted by the corporation shall be in addition to, and not in restriction or
limitation of, any privilege or powers the corporation may lawfully exercise
with respect to indemnification, advancements, or reimbursement of directors,
trustees, officers, or employees.
Article VII
CORPORATE RECORDS
The corporation shall keep a copy of the following records at its principal
office:
a. Its charter or restated charter and all amendments thereto
currently in effect;
b. Its By-laws or restated By-laws and all amendments to them
currently in effect;
c. Resolutions adopted by the Board of Directors creating one or more
classes or series of shares, and fixing their relative rights, preferences, and
limitations, if shares issued pursuant to those resolutions are outstanding;
d. The minutes of all shareholders' meetings, and records of all
action taken by shareholders without a meeting, for the past Three(3) years;
9
<PAGE> 12
e. All written communications to shareholders generally within the
past Three (3) years, including any financial statements prepared for the past
Three (3) years under Tennessee Code Annotated Section 48-26-201;
f. A list of the names and business addresses of its current directors
and officers;
g. Its most recent annual report delivered to the Tennessee Secretary
of State under Tennessee code Annotated Section 48-26-203.
Article VIII
AMENDMENTS OF BY-LAWS
These By-laws may be amended, added to, or repealed either by: (1) a
majority vote of the shares present at any duly constituted shareholder's
meeting, or (2) a majority vote of the Board of Directors at a duly constituted
meeting of the Board. Any notice of the proposal to make, alter, amend or repeal
the By-laws shall be included in the notice of the directors' meeting at which
such action takes place. Any change in these By-laws made by the Board of
Directors, however, may be amended or repealed by the shareholders at the next
shareholders' meeting following the any such action by the Board of Directors.
The notice of such shareholder' meeting shall include notice that the
shareholders will be called on to ratify the action taken by the Board of
Directors with regard to the By-laws.
Article IX
FISCAL YEAR
The fiscal year of the corporation shall commence on the first day of
January of each calendar year and shall end on the last day of December of the
same calendar, and the books of the corporation shall be kept and its income
computed in accordance therewith.
Article X
SEAL
The corporate seal of the corporation shall consist of two concentric
circles, between which shall be the name of the corporation, and in the center
of which shall be inscribed the year of its incorporation and the words
"Corporate Seal, State of Tennessee."
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF AMERISTAR INTL. HOLDINGS CORP. FOR THE NINE MONTHS ENDED
MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 9,818
<SECURITIES> 0
<RECEIVABLES> 70,035
<ALLOWANCES> 0
<INVENTORY> 44,503
<CURRENT-ASSETS> 143,667
<PP&E> 446,804
<DEPRECIATION> 12,830
<TOTAL-ASSETS> 5,140,231
<CURRENT-LIABILITIES> 252,460
<BONDS> 0
0
0
<COMMON> 2,241,290
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,140,231
<SALES> 242,251
<TOTAL-REVENUES> 5,392,251
<CGS> 0
<TOTAL-COSTS> 3,675,665
<OTHER-EXPENSES> 1,178,933
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 559,837
<INCOME-TAX> 0
<INCOME-CONTINUING> 559,837
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 559,837
<EPS-PRIMARY> 0
<EPS-DILUTED> .28
</TABLE>
