Form 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
Commission file number 0-22450
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________to_____________
For quarter ended_____________ Commission File Number____________
COUNTRY WORLD CASINOS, INC.
(Name of Small Business Issuer in its charter)
Nevada 13-3140389
(State of jurisdiction of incorporation) (IRS Employer I.D. Number)
200 Monument Road, Suite 10, Bala Cynwyd, Pennsylvania 19004
(Address of principal executive offices)
Registrant's telephone number (610) 617-9990
Check whether the registrant (1) has filed all reports required to be
filed by Sections 13 or 15(d) of the Securities Exchange Act during the past
12 months (or for such shorter period as the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No ___
Indicate the number of shares outstanding of each of the issuer's class of
common stock. The Registrant had 54,331,687 shares of its common stock
outstanding as of September 30, 1998.
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COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
Part I: FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of September, 1998 (Unaudited) 1
Statements of Operations for the nine months ended
September 30, 1998 and 1997 and for the period from
November 9, 1982 (Date of Inception) through September
30, 1998 (Unaudited) 1
Statements of Stockholders' Equity (Unaudited) 1
Statements of Cash Flows for the nine months ended
September 30, 1998 and 1997 and For the period from
November 9, 1982 (Date of Inception) through September
30, 1998 (Unaudited) 1
Notes to Financial Statements (Unaudited) 1
Item 2. Management's Discussion and Analysis or Plan of Operation 2 - 5
Part II: OTHER INFORMATION
Item 1. Legal Proceedings 6
Item 3. Defaults upon Senior Securities 6
Item 6. Exhibits and Reports on Form 8-K 6
Signature Page 7
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COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
ITEM 1. FINANCIAL STATEMENTS
The Company was not able to obtain audited financial statements at this
time as it is indebted to its independent auditors who have advised the
Company that they would not be able to furnish the Company an independent
report until such indebtedness was paid.
The Company is seeking to obtain interim financing so as to bring this
indebtedness current so audited financials can be provided. Once provided,
the Company will file an amended 10-KSB for the period ended June 30, 1998 and
an amended 10-QSB for the period ended September 30, 1998.
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COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CERTAIN STATEMENTS INCLUDED HEREIN OR INCORPORATED BY REFERENCE CONSTITUTE
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 (THE "REFORM ACT"). THE COMPANY DESIRES TO TAKE
ADVANTAGE OF CERTAIN "SAFE HARBOR" PROVISIONS OF THE REFORM ACT AND IS
INCLUDING THIS SPECIAL NOTE TO ENABLE THE COMPANY TO DO SO. FORWARD-LOOKING
STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS PART INVOLVE KNOWN
AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH WOULD CAUSE THE
COMPANY'S ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS
TO DIFFER MATERIALLY FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR
OPERATING) OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING
STATEMENTS.
Since the Company's purchase of the Black Hawk Property in August 1993,
the Company's activities have focused on obtaining the necessary financing and
making preparations for construction of the casino on the Property. In July
1997, the Company signed a financing agreement with U2 Consulting, LLC., an
affiliate of Pacific Genesis, Inc. and Western Equities, Inc., to raise $79.5
million through the issuance of corporate bonds. The parties had 180 days to
provide for the financing, were unable to complete same and said agreement
with U2 Consulting was terminated in December 1997.
In January 1998, the Company again began the process of acquiring
financing. After much discussion and many contacts with a wide range of
financing groups, the Company has entered into three separate agreements to
provide the necessary financing. Although the Company is confident in the
abilities of these three organizations to provide the necessary capital, there
can be no assurance that any funds will be provided immediately or in the
future.
Each of the three agreements, which are strictly confidential until
completed, obligates the respective parties to provide at least $80 million
for the development and construction of the project. Each agreement provides
for distinctly different means of raising the required funds, as well as
distinctly different means of repayment and different levels of equity
participation.
Once financed, the Company's ability to operate the casino will be
dependent upon substantial other conditions, including the obtaining of
licenses and compliance with governmental regulations, grading and
construction of the casino, obtaining the necessary permits and approvals from
the City of Black Hawk and other regulatory bodies, procuring gaming equipment
on satisfactory terms, and accomplishing these objectives in a timely manner.
In order to begin the process of timely completing its goals, in July
1997 the Company contracted with Colorado Gaming Development Company, Inc.,
Semple Brown Roberts, P.C. and PCL Construction Services, Inc., all of Denver,
Colorado to design and construct the planned casino and hotel complex. In
addition, the Company signed a management agreement with Signature Hospitality
Resources, Inc. of Denver, Colorado to manage its Radisson Black Hawk Hotel, a
separate agreement to use the national flag of Radisson on the hotel and a
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COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
contract with Luciani & Associates, LLC of Atlantic City, New Jersey, to manage
the casino operations. All parties assisted the architect in design of their
respective operations. The Agreement with Luciani & Associates, LLC has
expired and they advised the Company of such in writing in February 1998.
Once financing has been secured, the Company will attempt to negotiate a new
agreement, either with Luciani & Associates or others yet be determined.
The Company is engaged in the design, development and construction of the
Radisson Hotel and Country World Casino (the "Hotel Casino") in Black Hawk,
Colorado. The revised plan for the Hotel Casino will be an eight level
complex, featuring three stories of hotel rooms above a two-story, 75,000
square foot casino, and a three story parking garage. Other amenities will
include one or more full service restaurants, a buffet, entertainment lounge
and retail shops. When completed as planned, the Hotel Casino will be largest
hotel and casino complex in Colorado. Construction and opening of the Hotel
Casino is dependent upon the Company's ability to successfully raise the
required capital discussed above.
The casino level of the project, at approximately 75,000 square feet,
will be the largest in Colorado and will be capable of accommodating 1,800
slot machines and 32 gaming tables. The Company will open the facility with
1,000 slot machines, 20 blackjack tables and 12 poker tables, and may add up
to 800 additional slot machines if management determines that the additional
gaming devices will produce equal per square foot revenue and will not create
excess capacity. The Company expects that slot machines will be the greatest
source of its gaming revenues. Slot machines are less labor intensive and
require less square footage than table games, and also generate higher profit
margins.
The Country World Casino's atmosphere will feature a country western
music theme similar to the rock and roll music theme successfully employed by
the Hard Rock Cafe. The Casino decor is planned to include memorabilia from
the great country singers, both past and present. The country western theme
has not been established in the Black Hawk/Central City, Colorado gaming
market, and therefore will give the Country World Casino its own unique
identity. Management believes that as casinos have become more numerous, the
gaming industry has begun to recognize that popular themes and amenities such
as quality dining and hotel accommodations play an important role in
attracting customers to casinos. The theme is intended to appeal to the Hotel
Casino's target customer base, which consists primarily of residents of the
Denver metropolitan area as well as other Colorado communities located within
driving distance of Black Hawk.
The Hotel will provide overnight accommodations with 200 +/- rooms and
suites, making it one of the first destination resort of its kind in Black
Hawk. Complimenting both the casino and hotel will be a three story
underground parking facility for approximately 1,000 cars featuring both valet
and self parking options, and the only covered on-site bus turnaround
currently available in Black Hawk for the convenience of day trip customers.
LIQUIDITY & CAPITAL RESOURCES
The Company's ability to obtain the financing and to proceed with its
plans for a gaming facility had been affected by the Company's disputes with
New Allied, which had culminated in litigation and foreclosure proceedings on
the Property in 1995, and the Company's filing of a bankruptcy petition under
Chapter 11.
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COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
During the fiscal year ended June 30, 1995 and 1996, the Company had
disagreements with New Allied. As a result of New Allied's unwillingness to
cooperate with the Company, New Allied's failure to secure a release of the
$475,000 first deed of trust on the Property, New Allied's misrepresentations
to the Company and subsequent legal problems involving New Allied, the Company
instituted litigation against New Allied.
New Allied commenced foreclosure proceedings involving the Property. Due
to the pendency of these proceedings, on October 12, 1995, the Company filed a
Voluntary Petition Under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court, District of Colorado (Case No. 95 20563 RJB). As a
result, all creditors of the Company were stayed from commencing or continuing
any action or enforcing any judgment of lien against the Company or property
of the Company, except as otherwise authorized pursuant to Title 11 U.S.C.
362(b). Relief may be sought by the filing of a complaint in the Bankruptcy
Court, pursuant to Title 11 U.S.C. 362(d).
In March 1996 the Bankruptcy Court granted the Company's motion to
approve $5 million in financing, which financing was obtained on May 31,
1996. The $5 million financing was obtained from a group of lenders led by
Kennedy Funding, Inc. and Anglo-American Financial as agent (the "Kennedy
Funding Loan").
In connection with this financing, the Company issued a Promissory Note
effective May 20, 1996 payable at the rate of 15% per annum until May 19, 1997
(the "First Year Interest Obligation") and at a rate of 24% per annum
thereafter. Payments of principal and interest are payable as follows: (a)
the First Year Interest Obligation was prepaid at closing; (b) commencing on
May 19, 1997 and for each month thereafter, the Company is to make interest
only payments, in advance, in the amount of 2% of the then existing principal
balance due under the Note; and (c) the entire outstanding principal balance,
together with all accrued and unpaid interest, if not previously paid, shall
be finally due and payable on May 19, 1999. The holder of the Note may
accelerate the due date for the entire balance of principal, interest and
other sums due upon maturity in the event of default under the Note. The
default rate of interest is 24% during the first loan year and 36%
thereafter. The Note is secured by a first deed of trust on the Property.
In May 1997, the Company issued a promissory note and second deed of
trust on the property to Norlar, Inc. for a maximum of $600,000 (First Norlar
Note), or so much thereof as may have been advanced by maker, for payments due
on the Kennedy loan and for general corporate purposes. As of June 1998, the
Company owed $600,000 on the First Norlar Note. In October 1997, the Company
issued a second promissory note (Second Norlar Note) and a fourth deed of
trust on the property to Norlar, Inc., again for a maximum of $600,000. As of
June 1998, the Company owed $600,000 on the Second Norlar Note. In April
1998, the Company issued a third promissory note (Third Norlar Note) and fifth
deed of trust on the property to Norlar, Inc. again for a maximum of
$600,000. As of August 1998, the Company owed $600,000 on the Third Norlar
Note. In August 1998, the Company issued a fourth promissory note (Fourth
Norlar Note) and sixth deed of trust on the property to Norlar, Inc. again for
$600,000. As of September 1998, the Company owed $177,773 on the Fourth
Norlar note. In addition, for each $100,000 Norlar, Inc. has loaned to the
Company, it has authorized the issuance of 500,000 warrants to purchase shares
of common stock at $0.20 per share. Norlar, Inc. is a closely-held
corporation beneficially owned by Larry Berman and his wife. Mr. Berman is
Chairman and Chief Executive Officer of the Company. The loans bear interest
at 12% per annum and is to be repaid upon the earlier of the sale of the
property, refinance of the property or the financing of the project.
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COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
In September and October of 1997, PCL Construction Services, Inc.
advanced the Company $998,000 to begin the development and design process in
advance of funding. As of June 1998, the Company owes PCL Construction
approximately $1,075,000, including interest.
In September 1997, the Company issued 395,000 shares of common stock to
Sommer & Schneider LLP, its securities attorneys, for payment of legal fees
and a six month retainer.
In March 1998, the Company issued 850,000 shares for the same purpose as
described above.
In May 1998, The Company issued 100,000 shares of Series B preferred stock to
Gold Coast Consortium in exchange for $25,000 and services provided.
RESULTS OF OPERATIONS
The Company has had no revenues from operations. The Company continues
to incur losses of approximately $100,000 per month to service the debt to
Kennedy Funding, Inc. and other ongoing obligations such as rent and utilities
for the Company's corporate office. The ability of the Company to achieve
revenues in the future will be dependent upon realization of its plans to
develop a gaming and hotel complex on the property.
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COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company was the plaintiff and a counterclaim defendant in a lawsuit
pending in Denver, Colorado District Court, Case No. 95CV2310, entitled
Country World Casinos, Inc., a Nevada corporation, Plaintiff, v. Tommyknocker
Casino Corp., a Colorado corporation and New Allied Development Corporation, a
Colorado corporation, Defendants, v. Country World Casinos, Inc., a Nevada
Corporation, Holly Products, Inc., a New Jersey corporation, Ronald G. Nathan,
Sal Lauria, Roger D. Leclerc, William H. Patrowicz and David Singer,
counterclaim Defendants. This lawsuit was commenced by the Company on May 26,
1995.
The pending lawsuit between the Company and New Allied and TKCC was
stayed upon the filing of the Company's bankruptcy petition in October 1995.
That stay was lifted when the bankruptcy case was dismissed in March 1997, and
the Company moved forward with these proceedings. The Company had filed for
Summary Judgment in this matter and hearings were held September and October
1998. Such summary judgment was granted in favor of the Company in October
1998. In addition, the Company filed an appeal of the Bankruptcy Court's
ruling. New Allied cross appealed. Such appeals were denied by the United
States District Court in August 1998 and the appeals matters are continuing as
the Company has appealed this matter to a higher court unopposed.
The Company is a co-defendant in a lawsuit pending in Travis County,
Texas District Court, Cause No. 95-04782, 200th Judicial District, entitled
James Hamilton, Plaintiff v. Robert Todd Financial Corporation; Defendant.
The Plaintiff James Hamilton contends that Defendant Robert Todd Financial
Corporation, and its agents and/or employees, made misrepresentations
regarding the Company's stock, which allegedly induced Hamilton's purchase of
said stock. Hamilton alleges that the Company is liable for the alleged
wrongful conduct of said Defendants. The Company has filed a Special
Appearance and Answer, objecting to the jurisdiction of the Travis County,
Texas District Court, as well as denying all material allegations of
Hamilton's Original Petition. No action has been taken in this case since
1996 and exposure to the company is minimal as the claim is for approximately
$25,000.00.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
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COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
SIGNATURES
In accordance with the requirements of Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COUNTRY WORLD CASINOS, INC.
By: /s/ William H. Patrowicz
William H. Patrowicz, Secretary & Treasurer
Date: November 13, 1998
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