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 December 31, 1999
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 61,581,687 shares of its common stock
outstanding as of December 31, 1999.
<PAGE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
Part I: FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of December 31, 1999 (Unaudited)..........1
Statements of Operations for the six months ended
December 31, 1999 and 1998 and for the period from
November 9, 1982 (Date of Inception) through
December 31, 1999 (Unaudited)..............................3
Statements of Stockholders' Equity (Unaudited)..............4
Item 2. Management's Discussion and Analysis or Plan of Operation...9
Part II: OTHER INFORMATION
Item 1. Legal Proceedings..........................................12
Item 3. Defaults upon Senior Securities............................12
Item 6. Exhibits and Reports on Form 8-K...........................12
Signature Page.......................................................13
<PAGE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF DECEMBER 31, 1999 (UNAUDITED)
Assets:
Current Assets:
Cash 0
Prepaid Interest 91,935
Prepaid Expenses 15,000
Total Current Assets 106,935
Property and Equipment:
Land 6,750,475
Casino Under Development 12,589,884
Furniture and Equipment 38,888
Total 19,379,247
Less: Accumulated Depreciation (38,888)
Total Property and Equipment 19,340,359
Other Assets:
Deposits 35,000
Total Assets 19,482,294
1
<PAGE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF DECEMBER 31, 1999
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts Payable 1,695,250
Payroll and Property Taxes Payable 167,065
Accrued Expenses 21,600
Notes Payable 9,792,554
Accrued Interest 982,583
Other Current Liabilities 52,296
Total Current Liabilities 12,711,348
Stockholders' Equity:
Common Stock, $.001 Par Value, 75,000,000
Shares Authorized, 61,581,687 Issued and
Outstanding 61,582
Convertible Preferred Stock, Class B, $.25
Par Value, 5,000,000 Shares Authorized,
600,000 Shares Issued and Outstanding 150,000
Additional Paid-in Capital 11,296,474
Deficit Accumulated During the Development Stage (4,737,109)
Total Stockholders' Equity 6,770,946
Total Liabilities and Stockholders' Equity 19,482,294
2
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the period from
November 9, 1982
Three months ended (Date of Inception)
December 31, through December 30,
1 9 9 9 1 9 9 8 1 9 9 9
<C> <S> <S> <S>
Costs and Expenses:
Research and Development Costs $ -- $ -- $ 122,000
Professional Fees - Due to Bankruptcy -- -- 514,756
Management Fee - Related Party -- -- 416,321
General and Administrative Expenses (349,509) 449,105 5,567,642
Depreciation -- -- 65,952
Totals (349,509) 449,105 6,686,671
Other Income (Expense):
Interest Income -- -- 109,490
Interest Expense (22,550) (63,570) (392,949)
Rental Income -- -- 45,126
Loss on Non-Marketable Securities -- -- (85,000)
Write off of Assets -- -- (151,920)
Forfeited Deposit -- -- (100,000)
Other Income -- -- 735
Totals (22,550) (63,570) (574,518)
(Loss) from Continuing Operations
Before Discontinued Operations and
Extraordinary Item (372,059) (512,675) (7,261,189)
Discontinued Operations:
Gain on Disposal of Subsidiaries -- -- 389,286
(Loss) from Discontinued Operations -- -- (389,286)
Total Discontinued Operations -- -- --
(Loss) Before Extraordinary Item (372,059) (512,675) (7,261,189)
Extraordinary Item:
Extraordinary Gain on Forgiveness
of Debt 2,356,929 -- 2,524,081
Net (Loss) $ 1,984,870 $ (512,675) $(4,737,109)
Per Share Data:
Net (Loss) Per Common Share $ .03 $ (.01)
Weighted Average Number of Shares 61,581,687 54,331,687
See Notes to Financial Statements
</TABLE>
3
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Accumulated Total
Preferred Stock Common Stock Additional During the Stock-
Series A Series B Subscribed Paid-In Development holders'
Shares Amount Shares Amount Shares Amount Shares Amount Capital Stage Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
,
November 9, 1982 (Date
of Inception) -- $ -- -- $ -- -- $ -- -- $ -- $ -- $ -- $ --
Issuance of Shares for
Cash ($.51 Per Share) -- -- -- -- 2,971 15 -- -- 1,510 -- 1,525
Issuance of Common
Stock to the Public
($12.50 Per Share) -- -- -- -- 1,474 8 -- -- 644,992 -- 645,000
Deferred Offering Costs -- -- -- -- -- -- -- -- (115,690) -- (115,690)
Cancellation of Common
Stock -- -- -- -- (800) (4) -- -- 4 -- --
Issuance of Shares for
Services ($.18 Per
Share) -- -- -- -- 85,714 429 -- -- 14,571 -- 15,000
Issuance of Common Stock
at a Discount ($.02 Per
Share) -- -- -- -- 1,339,212 6,696 -- -- 13,304 -- 20,000
Capital Contribution -- -- -- -- -- -- -- -- 2,850 -- 2,850
Net Loss for the Period
From November 9, 1982
(Date of Inception)
Through June 30, 1992 -- -- -- -- -- -- -- -- -- (221,169) (221,169)
Balance - June 30, 1992 -- -- -- -- 1,428,571 7,144 -- -- 561,541 (221,169) 347,516
Issuance of Common Stock
at a Discount for
Services ($.02 Per
Share), May 1993 -- -- -- -- 714,287 3,571 -- -- 8,929 -- 12,500
Net Loss for Year Ended
June 30, 1993 -- -- -- -- -- -- -- -- -- (373,401) (373,401)
Balance - June 30,
1993 - Forward -- $ -- -- $ -- 2,142,858 $10,715 -- $ -- $570,470 $(594,570) $(13,385)
See Notes to Financial Statements
</TABLE>
4
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Accumulated Total
Preferred Stock Common Stock Additional During the Stock-
Series A Series B Subscribed Paid-In Development holders'
Shares Amount Shares Amount Shares Amount Shares Amount Capital Stage Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - June 30,
1993 - Forwarded -- $ -- -- $ -- 2,142,858 $10,715 -- $ -- $570,470 $(594,570) $(13,385)
Change in Par Value
from $.005 to $.001 -- -- -- -- -- (8,572) -- -- 8,572 -- --
Issuance of Stock for
Cash September 1993
($1.00 Per Share) -- -- -- -- 600,000 600 -- -- 599,400 -- 600,000
Issuance of Stock
for Cash August 1993
($1.00 Per Share) -- -- -- -- 1,500,000 1,500 -- -- 1,498,500 -- 1,500,000
Issuance of Convertible
Preferred Stock for
Acquisition of Land
Valued at $1.00 Per
Share Issued August
1993 2,250,000 2,250 -- -- -- -- -- -- 2,247,750 -- 2,250,000
Issuance of Stock to
Related Party for
Cash and Services
Pursuit to Exercise
of Options ($1.00
Per Share) -- -- -- -- 250,000 250 -- -- 249,750 -- 250,000
Purchase and Cancellation
of Treasury Stock ($1.00
Per Share) -- -- -- -- (125,000) (125) -- -- (124,875) -- (125,000)
Issuance of Stock for
Cash (140,000 Shares
and 60,662 Shares
Issued December 1993
and January 1994,
Respectively) at
$2.50 Per Share -- -- -- -- 200,000 200 -- -- 499,800 -- 500,000
Balance of Common Stock
for Acquisition of
Land Valued at $1.00
Per Share Issued June
1994 -- -- -- -- 250,000 250 -- -- 249,750 -- 250,000
Issuance of Common Stock
for Cash and Services
Pursuant to Exercise of
Options (75,000 Shares
and 20,000 Shares Issued
April and June 1994
Respectively at $2.50
Per Share) -- -- -- -- 95,000 95 -- -- 237,405 -- 237,500
Issuance of Common Stock
for Services Rendered
Valued at $2.50 Per
Share, issued April 1994 -- -- -- -- 200,000 200 -- -- 499,800 -- 500,000
Subscription of Common
Stock Pursuant to
Private Placement
Offering ($3.00 Per
Share) -- -- -- -- -- -- 262,667 263 787,737 -- 788,000
Net Loss for Year Ended
June 30, 1994 -- -- -- -- -- -- -- -- -- (1,490,785) (1,490,785)
Balance - June 30,
1994 - Forward 2,250,000 $2,250 -- $ -- 5,113,520 $5,113 262,667 $263 $7,324,059 $(2,085,355) $5,246,330
See Notes to Financial Statements
</TABLE>
5
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Accumulated Total
Preferred Stock Common Stock Additional During the Stock-
Series A Series B Subscribed Paid-In Development holders'
Shares Amount Shares Amount Shares Amount Shares Amount Capital Stage Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance - June 30,
1994 - Forwarded 2,250,000 $2,250 -- $ -- 5,113,520 $5,113 262,667 $263 $7,324,059 $(2,085,355) $5,246,330
Issuance of Common
Stock Pursuant to
Private Placement
Offering - December
1994 ($2.67 Per Share) -- -- -- -- 460,000 460 -- -- 1,229,040 -- 1,229,500
Issuance of Stock for
Outstanding Note
issued April 20,
1995 ($.20 Per Share) -- -- -- -- 5,000,000 5,000 -- -- 1,009,451 -- 1,014,451
Convert Subscribed Stock
to Common and Record
Fees -- -- -- -- 262,667 263 (262,667) (263) -- -- --
Net Loss for Year Ended
June 30, 1995 -- -- -- -- -- -- -- -- -- (757,659) (757,659)
Balance - June
30, 1995 2,250,000 2,250 -- -- 10,836,187 10,836 -- -- 9,562,550 (2,843,014) 6,732,622
Net Loss for Year
Ended June 30, 1996 -- -- -- -- -- -- -- -- -- (416,440) (416,440)
Balance - June
30, 1996 2,250,000 2,250 -- -- 10,836,187 10,836 -- -- 9,562,550 (3,259,454) 6,316,182
Issuance of Preferred
Stock - Class B in
Exchange for Related Party
Debt ($.25 Per Share)
April 1997 -- -- 4,000,000 1,000,000 -- -- -- -- -- -- 1,000,000
Common Stock Issued in
Exchange for Debt
($.25 Per Share)
April 1997 -- -- -- -- 1,250,000 1,250 -- -- 248,750 -- 250,000
Warrants Issued for
1,000,000 Shares of
Common Stock in
connection with Norlar,
Inc. debt financing
(.06 Per Warrant) -- -- -- -- -- -- -- -- 60,000 -- 60,000
Net Loss for Year
Ended June 30, 1997 -- -- -- -- -- -- -- -- -- (1,080,391) (1,080,391)
Balance - June
30, 1997 2,250,000 $2,250 4,000,000 $1,000,000 12,086,187 $12,086 -- $ -- $9,871,300 $(4,339,845) $6,545,791
Issuance of Common
Stock for Services
Rendered Valued at
$.20 per Share,
July 1997 -- -- -- -- 1,000,000 1,000 -- -- 199,999 -- 200,000
Issuance of Common
Stock in Exchange
for Debt and Services
to be Rendered
($.1875 Per Share)
September 1997 -- -- -- -- 395,500 396 -- -- 73,761 -- 74,157
Issuance of Common
Stock for Services
Rendered and Debt
Exchange ($.086
Per Share)
March 1998 -- -- -- -- 85,000 850 -- -- 72,413 -- 72,263
</TABLE>
6
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Accumulated Total
Preferred Stock Common Stock Additional During the Stock-
Series A Series B Subscribed Paid-In Development holders'
Shares Amount Shares Amount Shares Amount Shares Amount Capital Stage Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Convert Preferred Stock
to Common Stock
- April 1998 -- --(4,000,000)(1,000,000)40,000,000 40,000 -- -- 960,000 -- --
Issuance of Stock for
Services April 1998 -- -- 100,000 25,000 -- -- -- -- -- -- 25,000
Net Loss for Year
Ended June 30, 1998 -- -- -- -- -- -- -- -- -- (1,238,679) (1,238,679)
Balance - June
30, 1998 2,250,000 2,250 100,000 25,000 54,331,687 $54,332 -- -- 11,176,474 (5,578,524) 5,679,530
Preferred Stock issued
in Exchange for Debt
($.25 per Share)
October 1998 -- -- 1,000,000 250,000 -- -- -- -- -- -- 250,000
Net Loss for the Year
Ended June 30
Balance - June
30, 1999 2,250,000 2,250 1,100,000 275,000 54,331,687 54,332 -- -- 11,176,474 (6,721,979) 4,786,076
Convert Preferred
to Common Stock
October 1999 (2,250,000) (2,250) -- -- 2,250,000 2,250 -- -- -- -- --
Convert Preferred
to Common Stock
November 1999 -- -- (500,000) (125,000) 5,000,000 5,000 -- -- 120,000 -- --
Net Gain for the
Six Months ended
December 1999 -- -- -- -- -- -- -- -- -- 1,984,870 1,984,870
-- -- 600,000 150,000 61,581,687 61,582 -- -- 11,296,474 (4,737,109) 6,770,946
See Notes to Financial Statements
</TABLE>
7
<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the period from
November 9, 1982
(Date of Inception)
Six months ended through
December 31, December 31,
1 9 9 9 1 9 9 8 1 9 9 9
<S> <C> <C> <C>
Operating Activities:
Continuing Operations:
(Loss) Before Extraordinary Item $ 372,059 $ 512,675 $(7,261,190)
Adjustments to Reconcile Net
(Loss) to Net Cash (Used for)
Operating Activities:
Depreciation -- -- 65,952
Amortization of Discount -- -- 60,000
Common Stock Issued for Interest -- -- 14,451
Common Stock Issued for Services -- -- 1,087,500
Loss on Nonmarketable Securities -- -- (85,000)
Write off of Loan Receivable -- -- (90,000)
Extraordinary Item 2,356,929 -- 2,524,081
Accrued Interest - Related Party -- -- 52,514
Allocation of Management Fees - Related
Party -- -- 408,000
Changes in Assets and Liabilities:
(Increase) Decrease in:
Due from Officers -- -- (93,000)
Prepaid Interest -- 15,000 (840,715)
Due from Shareholder -- -- (13,233)
Increase (Decrease) in:
Accounts Payable (2,126,045) 185,886 1,695,250
Payroll and Property Taxes Payable 4,178 4,259 167,065
Accrued Interest 289,849 181,151 982,583
Accrued Expenses -- (4,583) 21,600
Discontinued Operations:
Net (Loss) -- -- (389,286)
Adjustments to Reconcile Net (Loss)to
Net Cash (Used for) Operating Activities:
Gain on Disposal of Assets -- -- 389,286
Total Adjustments 524,911 381,713 5,957,044
Net Cash Provided (Used) by Operating
Activities - Forward $ 152,852 $ 130,962 $(1,304,146)
8
</TABLE>
<PAGE>
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.
In June 1999, the Company signed a Letter of Intent with
Beverly Hillbillies Gaming Company Inc. and Beverly Hillbillies Gaming
Entertainment LLC to enter into a joint venture to finalize development of and
finance its Black Hawk, Colorado Casino and Hotel project.
The new entity will be titled, "Jethro's Beverly Hillbillies Mansion and
Casino", and will be redesigned around the characters, settings, events and
theme of the 1960's and '70's television sitcom, The Beverly Hillbillies.
Max Baer, Jr., the founder and chairman of Beverly Hillbillies Gaming
Entertainment, LLC successfully secured the exclusive master licenses from CBS
and Viacom, Inc. to exploit the Beverly Hillbillies theme in connection with
gaming and other entertainment venues. Mr. Baer, who is best known for his
portrayal of "Jethro Bodine" during the nine year run of the television
series, is also planning a facility in Reno.
Under the terms of the joint venture, named "Jethro's Black Hawk, LLC,"
the parties will enter into an operating agreement with each party's
participation to be established and set forth in accordance with an equity
ownership formula. Beverly Hillbillies Gaming Entertainment, LLC will provide
management services for the facility.
Financing, financial advisory services and placement agent services will
be provided by Westwood Capital, LLC of New York City, New York who is an
investment banking firm specializing in structured debt financing and merger
and acquisition transactions for companies in the financial services and real
estate industries. Additionally, Westwood Capital provides project and
corporate financing for companies in the gaming and hospitality industries.
During September and October 1999, the Company completed final review of
an Admission and Operating Agreement securing the commitment of all parties to
bring the project to fruition. Under the aforementioned agreements' terms,
Jethro's Black Hawk, LLC will assume all existing secured indebtedness of the
Company, begin making the required interest payments as of September 30, 1999,
and make full payment of all such indebtedness by March 31, 2000. As of
December 31, 1999, the parties have not yet signed such agreements as Beverly
Hillbillies Gaming Entertainment LLC has experienced problems in closing on
its property for the Reno project. It is anticipated that such closing will
finalize during the year 2000 and the agreement will be signed at that time.
All parties acknowledge their responsibility to be approved by the
Colorado Gaming Commission and will proceed to do so prior to project
completion.
9
<PAGE>
It is still anticipated that construction will begin sometime in 2000.
Although the Company is confident in the abilities of all parties to
provide financing and accomplish all the above mentioned goals, there can be
no assurance that any of these items will be provided or completed immediately
or in the future. Despite its ongoing relationship with Beverly Hillbillies
Gaming Entertainment, LLC, the Company is continued to research other means
and sources of bringing the project to fruition. To that effect, in December
1999, the Company signed a short term thirty day exclusive agreement with a
Florida lending group to secure the necessary funds to complete the project
and submitted a proposal to Casinos Austria International to manage or joint
venture the proposed facility.
Additionally, in November 1999, the Company contracted with Heritage West of
Black Hawk, Colorado to locate a joint venture partner, lease or in the
extreme, sell the property on terms suitable to the Company.
Black Hawk is a picturesque mountain town approximately 40 miles west of
Denver. In the past year, July 1998 through June 1999, Black Hawk hosted
approximately 3 million visitors and generated over 60% of the state's gaming
revenues. The Hotel Casino, on the northern most end of the Black Hawk gaming
district, will be in a most highly visible location as it is in a direct line
of site to all visitors approaching Black Hawk's Gregory Street intersection
on State Highway 119. The Black Hawk and nearby Central City casino market
includes many small, privately held gaming facilities that the Company
believes offer limited amenities and are characterized by a shortage of
convenient on-site parking. There are a few large facilities currently
operating with varying levels of services and amenities, as well as new
facilities planned. The theme, hospitality, ample parking, modern hotel
accommodations and a full line of amenities, will set it apart from, and
should give it a competitive advantage over, the other casinos in the Black
Hawk/Central City market.
The Hotel Casino complex will be designed and constructed pursuant to a
guaranteed maximum price agreement which is to be finalized prior to
construction. The design and construction team consists of Semple Brown
Roberts, P.C., a Denver based architectural firm (the "Architect") and PCL
Construction Services, Inc., a multi-million dollar North American
construction firm with U.S. headquarters located in Denver. The Architect is
the designer of Fitzgerald's Casino in Black Hawk, while the Contractor's
gaming credits include the MGM Grand Hotel Casino and Stratosphere Tower in
Las Vegas, Nevada, as well as the Chinook Winds Gaming and Convention Center
in Lincoln City, Oregon.
LIQUIDITY & CAPITAL RESOURCES
In March 1996, the Company borrowed $5 million from Kennedy Funding,
Inc. 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. Such loan was not paid and was extended by its new assignee
Norlar, Inc., pending completion of the newest financing effort. 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 December 1999,
the Company owed $600,000 on the First Norlar Note. In October 1997, the
10
<PAGE>
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 December 1999, 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 December 1999, 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 December 1999, the Company owed $600,000 on the Fourth Norlar
note. In January 1999, the Company issued a Fifth Promissory Note (Fifth
Norlar Note) and seventh deed of trust on the property to Norlar, Inc., again
for $600,000. As of December 1999, the Company owed $600,000 of the Fifth
Norlar Note. In July 1999, the Company issued a sixth promissory note (Sixth
Norlar Note) and eighth deed of trust on the property to Norlar, Inc. for
$1,000,000. As of December 1999, the Company owed $1,000,000 of the Sixth
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.
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 December 1999, the Company owes PCL Construction
approximately $1,250,000, including interest.
In July 1998, the Company settled an ongoing dispute with New Allied
Development Corporation with regard to a piece of property outside the gaming
district in Black Hawk, Colorado. Title to such property was returned to New
Allied, therefore reducing the Company's debt by $750,000, plus applicable
taxes due.
In October 1998, the Company converted $250,000 of debt to the Company's
officers into Series B Preferred stock and in October 1999, half was converted
into common stock in accordance with its terms.
In October 1999, the Company signed a settlement agreement and mutual release
finalizing the balance of all ongoing disputes with New Allied Development
Corporation and Tommy Knocker Casinos Corporation. Under the terms of the
agreement, New Allied and Tommy Knocker converted 2,250,000 shares of
Preferred A stock into 2,250,000 shares of common stock and agreed to dismiss
all pending appeals in exchange for the company dismissing all pending
litigation and appeals.
RESULTS OF OPERATIONS
The Company has had no revenues from operations. The Company continues
to incur losses of approximately $200,000 per month to service the Kennedy
Funding Note and other ongoing obligations such as rent and utilities for the
Company's corporate office. The Company has had extraordinary gain on
forgiveness of debt this fiscal year in the amount of 2,356,929 due to
elimination of a development contract booked as debt in 1997 & 1998 and
allocation of other development expenses against the cost of engineering and
design of the facility. 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.
11
<PAGE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None
12
<PAGE>
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: February 14, 2000
13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 106,935
<PP&E> 19,340,359
<DEPRECIATION> 38,888
<TOTAL-ASSETS> 19,482,294
<CURRENT-LIABILITIES> 12,711,348
<BONDS> 0
0
600,000
<COMMON> 61,581,687
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 19,482,294
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 349,509
<OTHER-EXPENSES> 22,550
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,550
<INCOME-PRETAX> (372,059)
<INCOME-TAX> 0
<INCOME-CONTINUING> (372,059)
<DISCONTINUED> 0
<EXTRAORDINARY> 2,356,929
<CHANGES> 0
<NET-INCOME> 1,984,870
<EPS-BASIC> .03
<EPS-DILUTED> .03
</TABLE>
