INTERACTIVE GAMING & COMMUNICATIONS CORP
8-K/A, 1999-07-20
EQUIPMENT RENTAL & LEASING, NEC
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report:

July 16, 1999

Commission File Number: 33-764-C

__________________INTERACTIVE GAMING & COMMUNICATIONS CORP.____________________

Exact name of Registrant as specified in its charter)

_____Delaware____________________________________________23-2838676____________

(State of Incorporation) (I.R.S. ID Number)

4070 Butler Pike, Suite 300

_____Plymouth Meeting, PA ________________________________19462________________

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (610)-941-0305

Securities registered pursuant to Section 12 (g) of the Act:

Common Stock, par value $.001 per share

Title of each class Name of each exchange on which registered

Common Stock NASDAQ Bulletin Board

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 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.

(1)Yes X No __

(2)Yes X_ No __

Item 2. Acquisition or Disposition of Assets

The Registrant announces that as of June 23, 1999 it acquired fifty three and twenty six hundredths per cent (53.26%) of Century Industries, Inc., a District of Columbia corporation listed on the OTC:BB under the symbol "CNTI" and the Philadelphia Stock Exchange under the symbols "CII.A" and "CII.B." This transaction represents the acquisition of a significant amount of assets otherwise than in the ordinary course of business.

(a) On June 23, 1999, the Registrant acquired 53.26% of Century Industries, inc., a District of Columbia corporation, by virtue of a Partial Acquisition Agreement and a Parent/Subsidiary agreement, signed on such date which provided for the acquisition of Century's control block of Class A common voting shares which constitute 53.26% of the fully diluted voting rights of the issued and outstanding Class A and Class B shares of Century Industries. The assets Interactive Gaming acquired by such agree lass A shares of Century Industries, Inc., such shares having on June 23, 1999 a book value of $2,523,114, and a market value of $2,195,067 based on the closing price of the last available trade.

Registrant agreed to issue seven and one half (7.5) million of its $.001 par value common shares in exchange for the acquisition of Century's control block. On June 23, 1999, these 7.5 million shares had a market value of $3,750,000, by virtue of Registrant's average per share trading value of $.50 for the 15 days preceding June 23, 1999. The parties agreed, in formulating the agreement, to value Century's control block shares at one and one half times their representative book value to effectuate t

Registrant is reporting the transaction as a partial acquisition which creates a parent/subsidiary relationship between Registrant and Century Industries and the source of funds therefore is the issuance of 7.5 million unregistered shares from its authorized but unissued shares to the entities and individuals comprising Century's control block.

The agreement also provides for alternative mechanisms for Registrant to acquire the remaining shares of Century on a basis "equal to or better than" the terms provided to Century's control block parties.

(b) Other than acquiring Century's aforedescribed control block shares, Registrant acquired no bulk sale assets such as plant, equipment, or physical property. All of Century's assets shall continue to be devoted to Century's use for the purposes previously chosen and utilized by Century.

Item 7.

(a) The 1st quarter 1999 10-Q financial statements of Century Industries, Inc., a fully reporting 12(g) EDGAR Electronic Filing Registrant, are attached hereto and made a part hereof as Exhibit "A".

(b) The registrant's pro forma financial information, with Century Industries, Inc.'s control block accounted for as a purchase, is as follows:

Pro Forma Balance Sheet at 3/31/99
Assets
  Registrant Century Consolidated
Current Assets
Cash and Cash Equiv. $ 44,645 142,122 186,767
Accounts Receivable 2,648,773 2,149,957 4,798,730
Inventory --- 105,862 105,862
Mkt. Securities --- 126,441 126,441
Deferred tax asset 100,000 --- 100,000
Other current assets --- 194,673 194,673
Total current assets 2,793,418 2,719,056 5,512,474
 
Property & Equip
Land & Bldg --- 378,269 378,269
Software & Computers 1,772,386 2,258,106 4,030,492
Furn & fixtures --- 825,754 825,754
Machinery & equipment --- 62,670 62,670
Transportation equip --- 206,229 206,229
Leasehold improvements --- 159,251 159,251
Less: Accum. Dep.) --- (1,535,037) (1,535,037)
Net Property & equip 1,772,396 2,355,242 4,127,628
 
Other Assets
Investments --- 707,666 707,666
Security deposits 1,118 105,653 106,771
Goodwill: Net --- 1,828,326 1,828,326
Due from related parties --- 618,513 618,513
Other assets --- 319,084 319.084
Total other assets 1,118 3,579,242 3,580,360
 
Total Assets 4,566,922 8,653,540 13,220,462
 
Liabilities & Shareholders Equity
Liabilities
Current Liabilities
Accounts payable 670,885 1,175,113 1,845,998
Current Maturities 60,000 567,692 627,692
Capital lease oblig --- 103,325 103,325
Notes payable --- --- ---
Advances from S'holders --- 93,408 93,408
Accrued expenses --- 1,288,525 1,288,525
Dividends payable --- 16,389 16,389
Total curr. lia 730,885 3,244,451 3,975,337
Long term less curr. 243,021 639,432 882,453
Cap lease less curr. --- 18,098 18,098
Total liabilities 973,906 3,901,981 4,875,888
 
Minority interest   14,207 2,235,630
 
Stockholders Equity
 
Common stock, 25,000,000   
authorized, 23,944,903  
outstanding     23,945
Additional paid in capital     6,085,999
Total shareholders equity 3,593,016 4,737,352 6,108,944
Total liabilities and shareholders equity 4,566,922 8,653,540 13,220,462


Income Statement at 12/31/98 and 3/31/99
  Registrant Century Consolidated
 12/31/98 3/31/99 12/31/98 3/31/99 12/31/98 3/31/99
Sales 374,302 273,244 12,006,896 3,067,017 12,381,198 3,340,261
Cost of Sales --- 7,563,425 1,651,083 7,563,425 1,651,083
Gross Profit 273,244 4,443,471 1,415,934 4,817,773 1,689,178
Operating Costs
Payroll expense 331,804 48,614 1,593,926 482,336 1,925,730 530,950
Professional fees 211,488 179 802,775 94,097 1,014,263 94,276
Travel & entertainment --- 6,245 281,192 58,175 281,192 64,420
Bad Debts --- --- 168,685 --- 168,685 ---
Depreciation 186,719 --- 420,217 68,135 606,936 68,135
Other 149,546 9,961 431,544 149,546 441,505
Rent 68,250 14,097 --- 68,250 14,097
Office expense 14,822 2,948 --- 14,822 2,948
Telephone 43,069 4,200 --- 43,069 4,200
Bank charges 15,180 578 --- 15,180 578
Total operating costs 1,020,878 86,821 5,856,142 1,134,287 6,877,020 1,221,108
 
Operating Income (646,576) 186,423 (1,412,671) 281,647 (2,059,247) 468,070
Earnings per share (.05) .01 (.14) .01 (.13) .02


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

July 16, 1999

Interactive Gaming & Communications Corp.

Michael Simone, President


Exhibit A

CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
    Page
PART 1. FINANCIAL INFORMATION
Item 1 Consolidated Financial Statements F1
 Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998 F2-3
 Consolidated Statements of Operations for the three months ended March 31, 1999 and December 31, 1998 F4
 Consolidated Statement of Changes in Stockholders' Equity for the three months ended March 31, 1999 F5
  Consolidated Statements of Cash Flows for the three months ended March 31, 1999 and 1998 F6-7
  Notes to Consolidated Financial Statements F8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 

FINANCIAL STATEMENTS

In the opinion of the management of Century Industries, Inc. and subsidiaries (the Company), the accompanying unaudited interim consolidated financial statements contain all adjustments necessary of a fair presentation of the Company's financial condition as of March 31, 1999 and December 31, 1998, and the results of its operations and cash flows for the three month periods ended March 31, 1999 and 1998.

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company's management believes that the disclosures and information presented are adequate and not misleading. Reference is made to the detailed financial statement disclosures which should be read in conjunction with this report and are contained in the notes to consolidated financial statements included in the Company's Annual Report Form 10-KSB for the year ended December 31, 1998. Certain items in prior period consolidated financial statements have been reclassified, where appropriate, to conform with the March 31, 1999 presentation.

CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
(Unaudited)


ASSETS
 
CURRENT ASSETS 3/31/99 12/31/98
 
Cash and Cash Equivalents $ 142,122 $ 497,341
Accounts Receivable-Trade (Net of allowance
for doubtful accounts of
$52,000 and $283,000 respectively)
2,149,957 1,923,084
Inventory 105,862 154,798
MarkeTABLE Securities 126,441 116,925
Other Current Assets 194,673 572,462
 
Total Current Assets 2,719,056 2,737,036
 
Property and Equipment
 
Land and Building 378,269 378,270
Software and Computer Equipment 2,258,106 2,245,067
Furniture and Fixtures 825,754 824,186
Machinery and Equipment 62,670 65,139
Transportation Equipment 206,229 215,429
Leasehold Improvements 159,251 159,251
 3,890,279 3,887,342
Less: Accumulated Depreciation (1,535,037) (1,382,951)
Net Property and Equipment 2,355,242 2,077,423
 
Other Assets
 
Investments 707,666 707,666
Security Deposits 105,653 105,653
Goodwill, Net 1,828,326 1,828,326
Due from Related Parties 618,513 496,171
Other Assets 319,084 1,317,340
Total Other Assets 3,579,242 4,455,156
 
Total Assets $ 8,653,540 $9,696,583
See accompanying notes to consolidated financial statements


CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
 
  3/31/99 12/31/98
Current Liabilities  
 
Accounts Payable - Trade $ 1,175,113 $1,521,587
Current Maturities - Long Term Debt and Mortgages 567,692 878,149
Capital Lease Obligations 103,325 104,349
Notes Payable -- 200,000
Advances from Stockholders 93,408 58,524
Accrued Expenses 1,288,525 1,485,883
Dividends Payable 16,389 16,389
Total Current Liabilities 3,244,451 4,264,881
Long Term Notes and Mortgages Payable, Less Current Portion 639,432 749,066
Capital Lease Obligations, Less Current Portion 18,098 59,195
 
Total Liabilities 3,901,981 5,073,142
 
Minority Interest 14,207 12,719
 
Stockholders' Equity
 
Preferred Stock, Convertible, $.001 par value, 1,200,000 shares
authorized, 1,000,000 issued and outstanding
1,000 1,000
Common Stock, Class A, $.001 par value, 25,000,000 shares
authorized, 3,783,000 and 3,783,000 issued
3,783 3,783
Common Stock, Class B, $.001 par value, 25,000,000 shares
authorized, 5,167,000 and 5,167,000 issued and outstanding
5,167 5,167
Additional Paid in Capital 8,080,396 8,080,396
Retained Deficit (2,453,251) (2,579,880)
  5,383,838 5,510,466
 
Less: Class A common stock in treasury, 269,202
shares in 1998 and 1997
(899,744) (899,744)
Total Stockholders' Equity 4,737,352 4,610,722
 
Total Liabilities and Stockholders' Equity $ 8,653,540 $ 9,696,583
See accompanying notes to consolidated financial statements



CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(Unaudited)


  1999 1998
Sales $3,067,017 $3,070,052
Cost of Sales 1,651,083 1,934,499
 
Gross Profit on Sales 1,415,933 1,135,553
 
Operating Costs
 
Payroll Expense 482,336 543,180
Professional Fees 94,097 86,444
Auto, Travel and Entertainment 58,175 49,622
Amortization and Depreciation 68,135 138,957
Other 431,544 451,408
Total Operating Costs 1,134,286 1,269,611
 
Income (Loss) From Operations 281,647 (134,058)
 
Other Income (Expense)
 
Other (Income) Expense (120,983) --
Interest Expense (34,035) (35,977)
Other Income (Expense)-Net --_ (5,567)
Total Other Income (Expense) - Net (155,018) (41,544)
 
Income (Loss) Before Taxes 126,629 (175,602)
 
Income Tax Provision (Benefit) -- (14,520)
 
 
Net Income (Loss) $ 126,629 $ (161,082)
 
 
Net Income (Loss) Available for Common Stockholders $ 126,629 $ (161,082)
 
Earnings (Loss) Per Share:
 
Basic and Diluted Earnings (Loss) Per Share $ .01 $ (0.02)

See accompanying notes to consolidated financial statements


CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31,1999
(Unaudited)
 PREFERRED STOCK COMMON STOCK CLASS A COMMON STOCK CLASS B ADDITIONAL PAID-IN CAPITAL RETAINED EARNINGS (DEFICIT) TREASURY STOCK TOTAL STOCKHOLDERS' EQUITY
Balance December 31, 1998 $ 1,000 $ 3,783 $ 5,167 $ 8,080,396 $ (2,579,509) $ (899,744) $ 4,610,722
Net Income for three months ended 3/31/99         126,629   (126,629)
 
Balance March 31,1999 $ 1,000 $ 3,783 $ 5,167 $ 8,080,396 $ (2,453,251) $ (899,744) $ 4,737,351
See accompanying notes to consolidated financial statements



CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(Unaudited)


  3/31/99 3/31/98
 
Cash Flows from Operating Activities:
Cash received from customers $ 2,840,143 $ 2,955,753
Cash paid to suppliers and employees (2,399,204) (3,127,547)
Interest received -- 943
Interest paid (34,035) (35,977)
Income taxes paid -- -----------
Net cash used for operating activities 406,904 (206,828)
 
Cash Flows from Investing Activities:
Purchases of fixed assets (2,937) (457,612)
Purchases of markeTABLE securities and investments (9,516) (158,215)
Net cash used for investing activities (12,452) (615,827)
 
 
Cash Flows from Financing Activities:
Proceeds from issuance of equity securities -- 30,014
Receipts of (payments on) notes (662,212) 409,463
Net advances from affiliates-stockholders (87,458) (179,601)
Net cash provided by financing activities (749,671) 659,876
 
Net (Decrease) Increase In Cash and Cash Equivalents (355,219) (162,779)
 
Cash and Cash Equivalents - January 1 $ 497,341 $ 282,009
 
Cash and Cash Equivalents - March 31 $ 142,122 $ 119,230
 
Net (Loss) Income $ 126,629 (161,082)
Amortization and depreciation 68,135 138,957
Minority interest 1,488 (7,000)
Increase in accounts receivable (226,873) (114,299)
(Increase) decrease in inventory 48,936 22,488
(Increase) decrease in other current assets and other assets 679,164 29,182
Decrease in accounts payable (93,216) (343,005)
Increase in accrued expenses (197,358) 227,931
Net cash used for operating activities $ 406,904 $ (206,828)
See accompanying notes to consolidated financial statements



CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(Unaudited)

For the purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Non-cash investing and financing activities:

During the quarters ended March 31, 1999 and 1998, the Company recognized an unrealized gain of $0.00 and an unrealized gain of $10,802, respectively, on markeTABLE securities available for sale. In accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, the investment and retained earnings accounts was not adjusted and increased by $10,802 for the quarters ended March 31, 1999 and 1998, respectively.

See accompanying notes to consolidated financial statements



CENTURY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1-BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Century Industries, Inc. and Subsidiaries (the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company's management believes that disclosures and information presented are adequate and not misleading. Reference is made to the detailed financial statement disclosures which should be read in conjunction with this report and are contained in the notes to consolidated financial statements included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1998. Certain items in prior period consolidated financial statements have been reclassified, where appropriate, to conform with the March 31, 1999 presentation. The December 31, 1998 balance sheet was derived from audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles.

NOTE 2- INTERIM PERIODS

In the opinion of the management of the Company, the accompanying unaudited interim consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the Company's financial condition as of a March 31, 1999 and December 31, 1998, and the results of its operations and cash flows for the three month periods ended March 31, 1999 and 1998. The results of operations for the three months ended March 31,1999 are not necessarily indicative of the results to be expected for the full year.

NOTE 3-PER SHARE DATA

Per share data was computed by dividing net income (loss) by the weighted average number of shares outstanding during the period.

NOTE 4- BUILDING AND RELATED MORTGAGES

The Company closed on an office condo building located in Reston, Virginia during the first quarter of 1998. This facility, which cost approximately $360,000, will house the Company's corporate office and USIB and USIB Holdings insurance operations.

The facility was financed with a $281,250 first trust mortgage loan from a bank. The first trust mortgage loan bears a 9% interest rate and has a three year maturity with monthly principal and interest payments based on a fifteen year amortization. Additional financing of $37,500 was provided through a second trust mortgage loan from a financial institution. The second trust mortgage bears interest at 13% and has a term of three years. The second trust loan carries monthly interest payments only until the loan is paid in full. Monthly interest will be adjusted accordingly for any partial repayments of principal.

EXHIBIT 11

CENTURY INDUSTRIES, INC., AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
.
  Three Months
Ended March 31, 1999
Three Months
Ended March 31, 1998
 
Shares Outstanding 8,950,000 7,683,000
Weighted average shares outstanding 8,950,000 7,500,000
Net Income (Loss)$ 126,629 $ (161,082)
Preferred Dividends -------------- --------------
Total Net Income (Loss) Available for Common Stockholders' $ 126,629_ $ (161,082)
 
Basic and Diluted Earnings (Loss) Per Share:
Earnings (Loss) Per Share $0.01 $(0.02)


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