BRAINERD INTERNATIONAL INC
10QSB/A, 1995-10-30
RACING, INCLUDING TRACK OPERATION
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<PAGE>

                             FORM  10-QSB/A
                  SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON,  D.C.   20549


 X   Quarterly report pursuant to Section 13 or 15(d) of the
- ---  Securities Exchange Act of 1934.

For the quarter ended:    JUNE 30, 1995  or

___  Transition report pursuant to Section 13 or 15(d) of
     the Securities Exchange Act of 1934.

For the transition period from           to             .
                               ---------    ------------

Commission File Number:    2-98277-C

                     BRAINERD INTERNATIONAL, INC.
         (Exact name of registrant as specified in it charter)


      MINNESOTA                           41-1428861
(State or other jurisdiction      (IRS Employer Identification
 of incorporation)                 No.)

17113 MINNETONKA BOULEVARD, SUITE 214, MINNETONKA, MN  55345
(Address of principal executive offices)          (zip code)

                           (612)   475-1500
     (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.

                  Yes  X     No
                      ---       ---

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

     677,830 COMMON SHARES AS OF AUGUST 4, 1995.

<PAGE>
                                     PART II
                                     -------

ITEM 1.  LEGAL PROCEEDINGS
- --------------------------

     On June 30, 1995, the Minnesota Supreme Court reversed the decision of the
Court of Appeals and reinstated the trial court's grant of summary judgment in
favor of the Company in the action brought against the Company and its security
service contractor in September 1990 in the District Court for Hennepin County,
Minnesota  (JANE DOE V. BRAINERD INTERNATIONAL, INC. AND NORTH COUNTRY SECURITY,
INC.).  In the action, the plaintiff sought compensatory damages in an
unspecified amount in excess of $50,000 for injuries arising from an alleged
sexual assault upon the plaintiff while participating in a wet T-Shirt contest
held at the Brained International Raceway in August 1988.  In granting the
Company's motion for summary judgment, the trail court found that the contest
was organized by individuals not associated with the Company, that the Company
had not consented to the contest, that the plaintiff had entered the contest
voluntarily and that the plaintiff had assumed the risks of injuries resulting
from her conduct.  In reversing the April 1994 decision of the Court of Appeals
and reinstating the summary judgment, the Minnesota Supreme Court found that,
contrary to the decision of the Court of Appeals, the company had no duty under
common law or criminal statutes to have protected the plaintiff from her
injuries.

ITEM 2.  CHANGES IN SECURITIES
- ------------------------------

     None

ITEM 3,  DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------

     None

ITEM 4.  SUBMISSION OF MATTERS  TO A VOTE OF SECURITY  HOLDERS
- -------------------------------------------------------------

     None

ITEM 5.  OTHER INFORMATION
- --------------------------

     None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------

     27  Financial Data Schedule filed herewith




<PAGE>

                                   SIGNATURES

Persuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                   BRAINERD INTERNATIONAL, INC.

                  By /s/ Gary Moore
                     ---------------------------------
                     Gary Moore
                     Chairman of the Board and
                     Chief Executive Officer

                  By /s/ J. Daniel Frisina
                     ----------------------------------
                     J. Daniel Frisina
                     Treasurer

Dated:     October 30, 1995


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from unaudited
financial statements as of June 30, 1995 and the six month period ending on that
date and is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                         377,534
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               408,969
<PP&E>                                       3,813,610
<DEPRECIATION>                               1,738,002
<TOTAL-ASSETS>                               2,615,368
<CURRENT-LIABILITIES>                          776,626
<BONDS>                                              0
<COMMON>                                     1,313,004
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 2,615,368
<SALES>                                        481,616
<TOTAL-REVENUES>                               507,478
<CGS>                                          311,966
<TOTAL-COSTS>                                  770,004
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              32,983
<INCOME-PRETAX>                              (295,509)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (295,509)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (295,509)
<EPS-PRIMARY>                                    (.43)
<EPS-DILUTED>                                    (.43)
        

</TABLE>


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