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, 2000
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 9, 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 September 30, 2000.
<PAGE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
Part I: FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of September 30, 2000 (Unaudited) 1
Statements of Operations for the three months ended
September 30, 2000 and 1999 and for the period from November 9, 1982
(Date of Inception) through September 30, 2000 (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 & Reports on Form 8-K 13
Signature Page 16
<PAGE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF JUNE 30, 2000
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 13,835,182
Furniture and Equipment 38,888
Total Property and Equipment 20,624,515
Less: Accumulated Depreciation (38,888)
20,585,627
Other Assets:
Deposits 35,000
Total Assets 20,727,562
1
<PAGE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET AS OF JUNE 30, 2000
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts Payable 1,931,018
Payroll and Property Taxes Payable 258,852
Accrued Expenses 21,600
Notes Payable 10,872,769
Accrued Interest 1,216,003
Other Current Liabilities 56,869
Total Current Liabilities 14,357,111
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, 1,100,000 Shares Issued
and Outstanding 275,000
Additional Paid-in Capital 11,296,474
Deficit Accumulated During the Development Stage (5,262,605)
Total Stockholders' Equity 6,370,451
Total Liabilities and Stockholders' Equity 20,727,562
See Notes to Financial Statements.
2
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<TABLE>
OUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the period from
9-Nov-82
Three Months (Date of Inception)
ended through June 30,
September 30, 2 0 0 0
2 0 0 0 1 9 9 9 (Unaudited)
<S> <C> <C> <C>
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 96,121 (222,303) 6,029,004
Depreciation Expense -- -- 65,952
Totals 96,121 (222,303) 7,148,033
Other Income (Expense):
Interest Income -- -- 109,400
Interest Expense -- (9,272) (258,063)
Interest Expense - Related Party -- -- (199,019)
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 -- (9,272) (638,651)
(Loss) from Continuing Operations
Before iscontinued Operations and (96,121) 213,031 (7,786,684)
Extraordinaru Item
Discontinued Operations:
Gain on Disposal of Subsidiaries -- -- 389,286
(Loss) from Discontinued Operations -- -- (389,286)
Total Discontinued Operations -- -- --
(Loss) Before Extraordinary Item (96,121) 213,031 (7,786,684)
(Extraordinary Item:
Extraordinary Gain on Forgiveness
of Debt, Primarily Related Party -- -- 2,524,081
Net (Loss) Gain $ (96,121) 213,031 (5,262,605)
Per Share Data:
Net (Loss) Per Common Share $ 0.002 $ 0.004
Weighted Average Number of Shares 61,581,687 54,331,687
See Notes to Financial Statements.
3
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<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.
4
</TABLE>
<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.
5
</TABLE>
<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
See Notes to Financial Statements.
6
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<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 -- --
Preferred Stock Issued
in Exchange for Debt
(.25 per share)
April 2000 -- -- 500,000 (125,000) -- -- -- -- -- -- --
Net Gain for the
Year ended June
30, 2000 -- -- -- -- -- -- -- -- -- 1,555,497 1,555,497
Balance - June 30, 2000 -- -- 1,100,000 275,000 61,581,687 61,582 -- -- 11,296,474 5,166,484 6,466,571
Net Loss for the
Quarter ended
September 30, 2000 -- -- -- -- -- -- -- -- -- 96,121 96,121
Balance -
September 30, 2000 -- -- 1,100,000 275,000 61,581,687 61,582 -- -- 11,296,474 5,262,605 6,370,451
See Notes to Financial Statements.
7
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<PAGE>
<TABLE>
COUNTRY WORLD CASINOS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the period from
9-Nov-82
Three Months ended (Date of Inception)
September 30, through September
2000 1999 30, 2000 (Unaudited)
<S> <C> <C> <C>
Operating Activities:
Continuing Operations:
(Loss) Before Extraordinary Item $ (96,121) 213,031 (7,786,684)
Adjustments to Reconcile Net
(Loss) to Net Cash (Used for)
Operating Activities:
Depreciation -- -- 65,952
Amortization of Discount - Related Party -- -- 60,000
Common Stock Issued for Interest -- -- 14,451
Preferred Stock Issued for Services -- -- 1,087,500
Loss on Nonmarketable Securities -- -- (85,000)
Write off of Loan Receivable -- -- (90,000)
Extraordinary Item -- -- 2,524,081
Accrued Interest - Related Party -- -- 52,514
Allocation of Management Fees - Related -- -- 408,000
Changes in Assets and Liabilities:
Increase (Decrease) in:
Due from Officers -- -- (93,000)
Prepaid Interest -- -- (840,715)
Due from Shareholder -- -- (13,233)
Increase (Decrease) in:
Accounts Payable 95,864 (295,535) 1,931,018
Payroll and Property Taxes Payable -- 2,089 258,853
Accrued Interest 31,785 136,181 1,216,003
Accrued Expenses -- (4,583) 21,596
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 127,649 157,265 6,518,020
Net Cash Provided (Used) by
Operating Activities -
Forward $ 31,525 $ 55,766 $ (1,331,717)
8
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<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.
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, of which all terminated during the first half
of 1999.
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.
Financing, financial advisory services and placement agent services would
have been 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 would have assumed 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 March 31, 2000, the parties had not yet signed such agreements and no
debts were assumed as Beverly Hillbillies Gaming Entertainment LLC had
experienced problems in closing on its property for the Reno project. The
Company had been advised, by Beverly Hillbillies Gaming that a resolve to
their Reno property issue has been delayed until at least July at which time
the companies will meet to establish a new schedule. Additionally, they
advised that they and Westwood Capital remain committed to the project,
despite their Reno property acquisition delay.
9
<PAGE>
As of July 31, 2000, the Company has had no further communications with
Beverly Hillbillies Gaming and it is assumed that all past and future hope for
this project with this group are terminated. Despite the ongoing relationship
with Beverly Hillbillies Gaming throughout the year July 1999 to June 2000,
the Company continued to research other means of bringing the project to
fruition. To that effect, in December 1999, the Company signed a short term
agreement with a Florida lending group to secure the necessary funds for the
project. As of March 31, 2000, no results were attained for this source and
all agreements were terminated.
In July 2000, the Company signed a memorandum of understanding with
Dartmouth General Capital Management, Ltd. (Dartmouth) to acquire certain
revenue producing assets, retire the outstanding debts of Country World and
provide $80 million in financing to finalize development of its Black Hawk,
Colorado casino and hotel project.
In November 2000, the Company signed formal contracts, modified from the
original Memorandum of Understanding, by which Dartmouth General will provide
capital of approximately $15 million to pay the secured and unsecured debt of
the Company by December 31, 2000. Further, Dartmouth General will immediately
furnish and supply Country World with five year interest free collateralized
cumulative debentures for an aggregate of $80 million and subsequent financing
within 90 days. The debentures will be issued by Dartmouth Generale Equity
Securities Trust S.A., or its assigns, as securitization for the necessary
financing to finalize development and construct the casino/hotel complex.
In exchange for Dartmouth General's contribution, Country World will
issue the balance of its authorized but unissued shares of common and
preferred Series B stock to Dartmouth General (approximately 13.4 and 3.9
million respectively) and Dartmouth has supplied sufficient funds to begin the
audit process described below.
In March 2000, the Company was made aware of a listing problem with the
OTC Bulletin Board, due to the lack of an unqualified auditor's opinion letter
being a part of its June 30, 1999 10-KSB filing with the Securities and
Exchange Commission. The Company's stock listing was moved to the pink sheets
effective April 4, 2000 as a market maker in the Company's stock filed for
listing accordingly. The Company must remain a pink sheet listing for at
least 30 days, at which time if the Company's filings have been brought to an
acceptable level, can apply to be re-listed on the OTC Bulletin Board.
In order to accomplish this task, the Company must pay its current
auditors a sum of approximately $55,000 for past services rendered and
contract with a new firm for which a $30,000 fee is required. This process
has begun as of November 6, 2000.
Although the Company is confident in the abilities of Dartmouth to
provide assets and financing to accomplish the aforementioned goals, there can
be no assurance that any of these items will be provided or completed
immediately or in the future.
Black Hawk is a picturesque mountain town approximately 40 miles west of
Denver. 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.
10
<PAGE>
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 annual rate of interest is 36% for the life of the loan. The Note
is secured by a first deed of trust on the Property. Norlar, Inc. is a
corporation beneficially owned by the Company's former Chairman and CEO, Mr.
Larry Berman and his wife.
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 2000, 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 2000, 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 June 2000, 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 June 2000, 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 June 2000, the Company owed $600,000 on 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 June 2000, the Company owed $1,000,000 on the Sixth Norlar
Note. No further deeds of trust will be issued at this time and the total
amount due as of September 30, 2000 is $6,223,866. 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 the
Company's former Chairman and CEO, Larry Berman and his wife. 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 June 2000, the Company owes PCL Construction
approximately $1,400,000, 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
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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. In October 1999, half of the October
1998 issuance 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.
In April 2000, the Company converted $125,000 of debt to one of the
Company's officers into Series B preferred stock.
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 assigned
Kennedy Funding Note to Norlar, 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
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Form 8-K, as filed with the Securities and Exchange Commission in November
2000 with regard to a change in auditing firms to be used by the Company.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: November 13, 2000
(Date of earliest event reported)
COUNTRY WORLD CASINOS, INC.
Exact name of registrant as specified in its charter
Nevada 0-22450 13-3140389
State of other jurisdiction of Commission File No. I.R.S. Employer
incorporation or organization ID No.
200 Monument Road, Suite 9, Bala Cynwyd, Pennsylvania 19004
(Address of principal executive offices)
Registrant's telephone number, including area code: (610) 617-9990
Country World Casinos, Inc.
200 Monument Road, Suite 10, Bala Cynwyd, Pennsylvania 19004
(Former name or former address if changed since last report)
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Item 4. Changes In Registrant's Certifying Accountant
On November 13, 2000, the Company dismissed its certifying accountant,
Moore Stephens, P.C. ("Moore Stephens"). Moore Stephens' report on the
financial statements for the two years ended June 30, 1997 did not contain an
adverse opinion or disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope or accounting principles, except that their report
for the two years ended June 30, 1997 contained an explanatory paragraph
regarding the substantial doubt about the Company's ability to continue as a
going concern. The decision to dismiss Moore Stephens was approved by the
Company's Board of Directors. During the two years ended June 30, 1997 and
the subsequent interim period through November 13, 2000, the Company has not
had any disagreements with Moore Stephens on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure. The Company has engaged Stefanou & Company, LLP ("Stefanou") as
its certifying accountant as of November 13, 2000 for the Company's fiscal
year ending June 30, 1998.
The Company has not consulted Stefanou previously. Moore Stephens'
letter, which is required pursuant to Item 304(a)(3) of Regulation S-B, is
attached.
Item 7. Exhibits
Letter from Moore Stephens, P.C. to the Commission, dated
November 13, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COUNTRY WORLD CASINOS, INC.
Date: November 13, 2000 By: /s/ William H. Patrowicz
William H. Patrowicz, Secretary/Treasurer
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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: _______________________________
William H. Patrowicz, CEO, Secretary & Treasurer
Date: November 14, 2000
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