<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________to_______________.
Commission File Number: 33-15540-B
AMERICAS GAMING INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 06-1189563
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
690 South Rock Boulevard, Reno, Nevada 89502
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 702-856-4005
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
March 28, 1996.
Class No. of Shares Outstanding
Common Stock, Par Value $.001 6,961,559
Transitional Small Business Disclosure Format (Check One):
[ ] Yes [X] No
<PAGE> 2
INDEX
AMERICAS GAMING INTERNATIONAL, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Balance Sheet - March 31, 1996 (Unaudited)
and December 31, 1995..................................... 3
Income Statement - March 31, 1996 (Unaudited)
and December 31, 1995..................................... 5
Statement of Shareholders Equity.......................... 6
Statement of Cash Flows - Three Months
Ended March 31, 1996 and March 31, 1995
(Unaudited)............................................... 7
Notes to Financial Statements............................. 9
ITEM 2. Plan of Operations........................................12
PART II. OTHER INFORMATION
ITEM 5. Other Information.........................................16
ITEM 6. Exhibits and Reports on Form 8-K..........................16
SIGNATURES .............................................................17
</TABLE>
2
<PAGE> 3
AMERICAS GAMING INTERNATIONAL, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
---------------------------------
March 31, December 31,
1996 1995
(Unaudited)
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 24,644 $ 308,036
ACCOUNTS RECEIVABLE 20,053 --
DUE FROM SUPPLIER -- 540,000
INVENTORY 119,252 108,435
PREPAID EXPENSES 31,104 19,900
DEBT ISSUE COSTS -- 126,562
GAMING LICENSE AGREEMENT;
CURRENT PORTION 85,200 85,200
---------- ----------
TOTAL CURRENT ASSETS 280,253 1,188,133
DEFERRED UNDERWRITING COSTS 165,237 60,152
DEFERRED FUTURE PROJECT COSTS 69,429 --
PROPERTY AND EQUIPMENT 2,469,709 722,791
GAMING LICENSE AGREEMENT 2,257,508 2,278,808
INVESTMENT IN SAGI 45,000 --
---------- ----------
TOTAL ASSETS $5,287,136 $4,249,884
========== ==========
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
LIABILITIES AND
STOCKHOLDERS' EQUITY
-------------------------------
<S> <C> <C>
CURRENT LIABILITIES:
ACCOUNTS PAYABLE $ 170,697 $ 104,800
ACCRUED INTEREST 59,730 17,098
ACCRUED LIABILITIES 18,642 --
NOTES PAYABLE AND ACCRUED
INTEREST; RELATED PARTY 7,225 807,225
NOTES PAYABLE-CURRENT PORTION 549,990 --
STOCK SUBSCRIPTION PAYABLE -- 168,750
----------- -----------
TOTAL CURRENT LIABILITIES 806,284 1,097,873
----------- -----------
NOTES PAYABLE 2,349,990 2,000,000
----------- -----------
STOCKHOLDERS' EQUITY:
COMMON STOCK $.001 PAR
VALUE: 25,000,000 SHARES
AUTHORIZED; 6,961,559, AND
5,375,000 SHARES ISSUED
AND OUTSTANDING AT
MARCH 31, 1996 AND
DECEMBER 31, 1995 6,962 5,375
PREFERRED STOCK: 5,000,000
SHARES AUTHORIZED BUT
UNISSUED AT MARCH 31, 1996 -- --
ADDITIONAL PAID IN CAPITAL 3,732,276 2,110,678
ACCUMULATED DEFICIT (1,608,376) (964,042)
----------- -----------
2,130,862 1,152,011
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 5,287,136 $ 4,249,884
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
<PAGE> 5
AMERICAS GAMING INTERNATIONAL, INC.
INCOME STATEMENT
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------------
1996 1995
----------- -----------
(Unaudited)
<S> <C> <C>
REVENUES:
GAMING REVENUE $ 51,739 $ --
----------- -----------
51,739 --
----------- -----------
OPERATING EXPENSES 55,732 --
GENERAL AND ADMINISTRATIVE
EXPENSES 552,650 7,751
----------- -----------
608,382 7,751
----------- -----------
OPERATING INCOME (LOSS) (556,643) (7,751)
OTHER INCOME AND EXPENSES:
INTEREST AND DIVIDEND INCOME -- 69
INTEREST EXPENSE (87,692) --
(LOSS) ON INVESTMENT IN
MARKETABLE EQUITY SECURITIES -- 1,025
----------- -----------
$ (87,692) $ (1,094)
=========== ===========
NET LOSS $ (644,335) $ (6,657)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,985,364 1,858,833
----------- -----------
NET INCOME (LOSS)
PER COMMON SHARE $ (0.11) $ --
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
5
<PAGE> 6
AMERICAS GAMING INTERNATIONAL, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
FROM DECEMBER 31, 1992 THROUGH MARCH 31, 1996
<TABLE>
<CAPTION>
COMMON STOCK
.001 PAR VALUE ADDITIONAL
-------------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
---------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE-DECEMBER 31, 1992* 1,807,500 $ 1,808 $ 693,138 $ (155,932) $ 539,014
NET LOSS FOR PERIOD (467,527) (467,527)
---------- --------- ---------- ----------- -----------
BALANCE-DECEMBER 31, 1993* 1,807,500 1,808 693,138 (623,459) 71,487
NET LOSS FOR PERIOD (55,409) (55,409)
---------- --------- ---------- ----------- -----------
BALANCE-DECEMBER 31, 1994* 1,807,500 1,808 693,138 (678,868) 16,078
SHARES SOLD 192,500 192 49,807 -- 49,999
SHARES ISSUED FOR GAMING
LICENSE AGREEMENTS 3,375,000 3,375 1,367,733 -- 1,371,108
NET LOSS FOR PERIOD (285,174) (285,174)
---------- --------- ---------- ----------- -----------
BALANCE-DECEMBER 31, 1995 5,375,000 5,375 2,110,678 (964,042) 1,152,011
SHARES ISSUED FOR BRIDGE LOAN 400,000 400 168,350 -- 168,750
SHARES ISSUED ADDITIONAL
BRIDGE LOAN 215,000 215 134,160 -- 134,375
SHARES ISSUED FOR CONVERSION
OF DEBT TO EQUITY 971,559 972 1,319,088 -- 1,320,060
NET LOSS FOR PERIOD (644,334) (644,334)
---------- --------- ---------- ----------- -----------
BALANCE MARCH 31,1996 6,961,559 $ 6,962 $3,732,276 $(1,608,376) $ 2,130,862
(Unaudited) ========== ========= ========== =========== ===========
</TABLE>
- ----------------
* RESTATED FOR CHANGE IN PAR VALUE IN MARCH 1995
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
6
<PAGE> 7
AMERICAS GAMING INTERNATIONAL, INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 and 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---------- ---------
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
Net income (loss) $(644,335) $ (6,657)
--------- --------
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Amortization & Depreciation 186,037 --
Non-cash expense incurred
associated with issuance of
stock 134,375 --
Loss on sale of
marketable securities -- 15,489
Provision for loss on market decline
of securities -- (16,514)
Proceeds from sale of securities -- 11,905
(Increase) decrease in assets:
Inventory (10,817) --
Due from supplier 540,000 --
Prepaid expenses (11,203) --
Deferred underwriting costs (105,085) --
Accounts receivable (20,052) --
Increase (decrease) in liabilities:
Accounts payable 65,896 --
Accrued interest 87,692 --
Accrued liabilities 18,641 --
--------- --------
Total adjustments 885,484 10,880
--------- --------
Net cash provided by (used in)
operating activities 241,149 4,223
--------- --------
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Cash flows from investing activities: 1996 1995
-------- -------
<S> <C> <C>
Acquisition of equipment (1,785,093) --
Investment in partnership (45,000) --
Investment in future projects 69,428) --
----------- -------
Net cash used in investing
activities (1,899,521) --
----------- -------
Cash flows from financing activities:
Net proceeds from sale of stock -- 49,999
Net proceeds from issuing short
term debt 1,075,000 --
Principle payments on debt (800,000) --
Financing of equipment purchased 1,099,980 --
----------- -------
Net cash provided by (used in)
financing activities 1,374,980 49,999
----------- -------
Net increase (decrease) in cash and
cash equivalents (283,392) 54,222
Cash and cash equivalents beginning
of period 308,036 3,323
----------- -------
Cash and cash equivalents end of
period $ 24,644 $57,545
=========== =======
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
8
<PAGE> 9
AMERICAS GAMING INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
NOTE A: The Company and Basis of Presentation
Cash and Cash Equivalents - The Company considers all highly
liquid debt instruments purchased with a maturity of three months
or less to be cash equivalents.
Earnings (Loss) Per Common Share - Earnings (Loss) per common
share is based on the weighted average number of common shares
outstanding during the period. Common stock equivalents,
consisting of shares issuable upon exercise of outstanding Stock
Purchase Warrants have not been included in the computation of
loss per share because their effect would be antidilutive.
Inventory - Inventory consists of Gaming tokens to be used in
Gaming machines. Tokens have been valued at the lower of cost
(first-in, first-out) or market.
Property and Equipment - Property and equipment are stated at
cost. Ordinary maintenance and repairs are charged to expenses as
incurred. Costs that materially increase the life or value of
existing assets are capitalized. Assets that have been placed in
service and produce revenue are depreciated over their estimated
useful lives or amortized over lease terms using the straight
line method.
Deferred Underwriting Costs - The Company has identified and
deferred specific incremental costs directly attributable to a
proposed offering of common stock under the Securities Act of
1993. These costs are expected to be charged against the gross
proceeds of the offering.
Debt Issue Costs - Debt issue costs consist of the (discounted)
fair value of 400,000 shares of the Company's (restricted) common
stock which were issued to a consortium of lenders in connection
with the bridge financing which the Company entered into on
November 30, 1995. The costs are being amortized over a four
month period ending on the maturity date of the notes, March 31,
1996. During the first quarter of 1996 the Company amortized the
remaining costs in the amount of $126,562. The Company also
issued an additional 215,000 shares of stock (restricted) to a
consortium of lenders in connection with additional bridge
financing resulting in an additional $134,375 in costs for a
total expense in the quarter of $260,937.
9
<PAGE> 10
AMERICAS GAMING INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
Gaming License Agreements - The cost of obtaining (a) the
Casino-Hotel License Agreement, and (b) the thirty year Costa
Rican Gaming License are being amortized on a straight line basis
over 27-3/4 years (Remainder of Gaming License Term).
Income Taxes - Income Taxes, if any, are determined under the
Liability Method as required by Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes."
Foreign Currency Transaction - The assets acquired by the Company
in Costa Rica are translated into U.S. Dollars at current
exchange rates and expenses are translated at average rates of
exchange prevailing during the period.
NOTE B: Notes Payable
On November 28, 1995 the Company borrowed $2,000,000 at 12.68%
annual interest (Bridge Financing) from various Lenders. The loan
is evidenced by Promissory Notes and secured by all of the
Company's assets. The notes matured on March 31, 1996. Interest
expense relating to the bridge financing notes amounted to
$17,098 in 1995 and $87,692 in the first quarter of 1996. During
January, 1996 the Company borrowed an additional $1,075,000 at
12.68% annual interest (Bridge Financing) from various Lenders.
As of March 29, 1996, $1,275,000 of this combined debt, plus
accrued interest, was converted to equity. The offer remains open
for the remaining debt to convert to equity pending formal legal
procedure. Accordingly, the notes payable are classified as
noncurrent liabilities in the accompanying balance sheet.
During March, 1996 the Company entered into an agreement to
purchase slot machines with the manufacturer agreeing to finance
a portion of the purchase price in the amount of $1,099,980. The
terms of the agreement called for 24 equal payments of $45,832.50
plus interest at the rate of 1.25% per month.
10
<PAGE> 11
NOTE C: Private Offering
On February 29, 1996, the Company commenced an offering, through
private placement, of a minimum of 500,000 and a maximum of
1,000,000 shares of 10% Cumulative Convertible Preferred Stock.
Annual cumulative dividends of $1 per share are payable quarterly
commencing July 1, 1996. The offering price is $10 per share.
Each share of preferred stock is convertible at any time at the
option of the holder into 3 shares of common stock.
11
<PAGE> 12
ITEM 2. PLAN OF OPERATIONS
OPERATING PLAN
The Company was originally incorporated in 1986, and reincorporated in
Delaware in 1993. The Company changed its name to Americas Gaming International,
Inc. on November 22, 1995 in connection with a merger with BWC Holding, Inc.(the
"Merger"). As a result of the Merger, the Company obtained its existing business
operations. Prior to the Merger, the Company had been inactive for several
years, and had no revenues from operations during 1995 or 1994. Following the
Merger, the Company has been implementing its gaming operations in Costa Rica
and Peru, and exploring relationships and operating potential in other emerging
gaming markets. The Company's recent and present activities include raising
capital, acquiring operating assets, recruiting and training personnel and
exploring and developing markets. The Company's business is in an early stage of
operation and has generated insignificant revenues since the Merger. The
Company's Costa Rican gaming operations generated revenues of only $51,739 for
the quarter ended March 31, 1996. The revenues were less than expected due to
the government's shutdown of a large casino that the Company was servicing and
delays in government approvals for other casinos. The Company has entered into
an agreement to install gaming machines in a casino in Lima, Peru, and expects
to install approximately 200 machines in Lima during the second quarter of 1996
and more during the remainder of the year, although there can be no assurances
in this regard. The Company has incurred operating losses from its recent
activities, and believes it will be several more months before revenues from
operations are able to fund its operating costs.
During 1996, the Company intends to (1) expand its operations in Costa
Rica by installing additional machines and, if possible, obtaining agreements to
perform route operations for additional casinos, (2) implement route operations
in Lima, Peru, (3) build relationships and infrastructure in South Africa and
Mexico in anticipation of adoption of new gaming statutes in those
jurisdictions, (4) hire, train and implement a service force to conduct its
route operations in various locales, (5) develop a sales and marketing force to
promote the Company's business, (6) explore opportunities in additional emerging
gaming markets, (7) raise funds through debt and equity offerings and, if
available, borrowings, to finance its activities, and (8) attempt to attract
additional experienced management personnel to implement its business plan.
Implementation of the Company's business plan will require substantial capital.
Expansion of the Company's operations into other locales may substantially
increase the Company's capital requirements.
12
<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
Results of Operations for the Quarter Ended March 31, 1996. At March
31, 1996 the Company had cash and cash equivalents of approximately $24,644. The
Company's principal source of funds have been approximately $3,575,000 of loan
proceeds from private placements of debt instruments in December 1995, January
1996 and April 1996. See "--Bridge Financing" below. The Company is presently
conducting a private placement of shares of Preferred Stock, as described below.
For the year ended December 31, 1995, the Company did not generate any revenues
from operations. For the quarter ended March 31, 1996, the Company generated
gaming revenues of $51,739. For the quarter, the Company incurred operating
expenses of $55,732 and general and administrative expenses of $552,650. As a
result, the Company incurred a net loss of $644,335 (or $0.11 per share) for the
quarter. The loss was incurred in connection with the start-up of the Company's
gaming operations, including debt issue costs to fund substantial equipment
purchases. The Company expects to incur significant increases in salaries as it
hires additional employees, including management members. In addition, the
Company expects to continue to incur significant capital expenditures relating
to the acquisition and implementation of gaming equipment, leasing of additional
operation facilities and other start-up expenditures.
Bridge Financing. In December 1995, January 1996 and April 1996, in
order to obtain capital to acquire the gaming equipment required to fulfill its
routing obligations, the Company completed three rounds of bridge financing (the
"Bridge Financing"). On November 28, 1995, the Company entered into a loan
agreement with Quest Capital Corporation, a British Columbia corporation
("Quest") and certain other lenders (collectively, the "Lenders") pursuant to
which the Lenders loaned the Company $2,000,000. In exchange for the loan, the
Company issued promissory notes in an aggregate amount of $2,000,000 to the
Lenders (the "Bridge Notes"). The Bridge Notes accrue interest at the rate of 1%
per month, compounded monthly, and matured on March 29, 1996. Repayment of the
Bridge Notes was secured by a lien on certain of the Company's gaming devices
installed in Costa Rican casinos. In addition to the Bridge Notes, the Company
issued the Lenders 400,000 shares of Common Stock, and warrants to purchase an
additional 200,000 shares of Common Stock at a purchase price of $2.00 per share
(subject to adjustment in certain events). In connection with the loan, the
Company granted the Lenders other than Quest the right to convert their Bridge
Notes into shares of the Company's Common Stock at a conversion price of $1.25
per share. In March 1996, all of these Lenders agreed to exercise such
conversion rights. In January 1996, the Company offered Quest the right to
convert its Bridge Note into shares of Common Stock at a conversion price of
$2.00 per share. In April, 1996, Quest evidenced its intent to exercise such
right and receive shares of Common Stock in exchange for its $1,000,000 Bridge
Note. As a result of these debt conversions, the
13
<PAGE> 14
Company eliminated its repayment obligations for the Bridge Notes, but further
diluted the interest of existing stockholders, including management.
On January 11, 1996, the Company entered into a similar loan agreement
with certain lenders (collectively, the "Other Lenders") pursuant to which the
Company borrowed an additional $1,075,000. The Other Lenders received notes
identical to the Bridge Financing that were due on March 29, 1996. Repayment of
these notes were secured by a pledge of 1.5 million shares of the Company's
Common Stock held by Bill R. Williams and Michael W. DeLeon, the Company's
President and Vice President of Operations, respectively. In addition, the other
Lenders received an aggregate of 215,000 shares of Common Stock and warrants to
purchase an additional 107,500 Shares of Common Stock at a purchase price of
$2.00 per Share. The Company also offered the Other Lenders the right to convert
their notes into shares of Common Stock at a conversion price of $2.00 per
share. In March 1996, certain of the Other Lenders exercised such right. The
remaining Other Lenders verbally agreed to convert their notes into Common
Stock, but have not yet returned their paperwork.
On April 17, 1996, the Company entered into a loan agreement with
Benitz and Partners Limited ("Benitz") pursuant to which Benitz loaned the
Company $500,000. In exchange for the loan, the Company issued to Benitz a
promissory note in the amount of $500,000, 25,000 shares of Common Stock and a
warrant to purchase an additional 25,000 shares of Common Stock at an exercise
price of $4.25 per share (subject to adjustment in certain events). The
promissory note accrues interest at the rate of 1% per month, compounded
monthly, and matures on August 30, 1996 or earlier upon completion of a debt or
equity financing. In addition, because the promissory note was not repaid by May
10, 1995, the loan agreement required the Company to, and the Company did, issue
an additional 25,000 shares of Common Stock and another warrant to purchase
25,000 shares of Common Stock at an exercise price of $4.25 per share.
The Company has used substantially all of the foregoing Bridge
Financing proceeds to acquire revenue equipment and to fund operating and
general and administrative expenses.
Preferred Stock Offering. In March 1996, the Company commenced a
private placement of shares of 10% Cumulative Convertible Preferred Stock the
"Preferred Stock". The Preferred Stock is being offered to accredited investors
only, and is being marketed in certain domestic states and in foreign
jurisdictions. A minimum of $5,000,000 and a maximum of $10,000,000 Preferred
Stock will be sold. Each share of Preferred Stock costs $10.00 per share. Annual
cumulative dividends of $1.00 per share are to be paid quarterly in arrears
commencing July 1, 1996. Proceeds from the offering sufficient to pay dividends
on the Preferred Stock for
14
<PAGE> 15
four quarters following the issuance of the shares will be placed in an escrow
with a financial institution.
Each share of Preferred Stock will be convertible at any time at the
option of the holder into three shares of Common Stock at a conversion price of
$3.33 per share, subject to adjustment. Commencing twelve (12) months from the
closing of the offering, if the closing sales price for the Common Stock equals
or exceeds 300% of the conversion price for ten consecutive trading days, the
shares of Preferred Stock will automatically covert to Common Stock. The shares
of Preferred Stock will not be entitled to vote with the Common Stock on matters
subject to stockholder approval, but will be entitled to vote on matters that
are subject only to a vote by the shares of Preferred Stock voting as a class.
The shares of Preferred Stock will not be redeemable for twelve (12) months;
thereafter they may be redeemed for cash at the option of the Company for $10.00
per share plus accrued and unpaid dividends as of the redemption date. Holders
of shares of Preferred Stock are entitled to piggyback registration rights for
the underlying shares of Common Stock into which the Preferred Stock is
convertible. The Preferred Stock has a liquidation preference over the Common
Stock equal to $10.00 plus accrued and unpaid dividends.
All subscription funds received from investors for purchasers of
Preferred Stock will be held in escrow until the minimum offering amount of
$5,000,000 is achieved, at which time all funds will be paid to the Company.
Capital Commitments. The Company has committed to purchase slot
machines from a manufacturer for an aggregate purchase price of approximately
$2.7 million. The Company previously made down payments of approximately
$320,000 and $471,000 for such machines, and will pay the balance of
approximately $1.85 million in 24 equal monthly installments. In addition to the
foregoing, it is likely that the Company will need to purchase more machines
during this fiscal year in order to implement its intended business plan. The
Company believes that funds from the Preferred Stock offering and, subsequently,
revenues from operations will fund its equipment purchases, although there can
be no assurances in this regard. If future revenues from operations are not
adequate to fund intended expansion, the Company may be required to raise
additional funds from the sale of equity or debt securities, or otherwise modify
its business plan.
15
<PAGE> 16
PART II
ITEM 5. OTHER INFORMATION
The Company has hired Mr. John Sutherland to be its new Chief Executive
Officer. Mr. Sutherland will commence service to the Company on May 20, 1996.
Mr. Sutherland has substantial senior management experience in the gaming and
slot routing operations industry. Since 1994, Mr. Sutherland has served as the
General Manager of Operations for the northern Nevada region for Casino Data
Systems. From 1991 to 1994, he served as the Vice President of United Gaming
where, among other things, he was responsible for the largest slot machine
routing operations in the United States. From 1989 to 1991, Mr. Sutherland was
the Vice President of Jackpot Gaming, and from 1983 to 1989 he served as the
Vice President and General Manager of Cardivan Co. Prior to that time, Mr.
Sutherland held management positions with International Game Technology,
Caesar's Palace, Aladdin Hotel & Casino and Binion's Horseshoe Hotel and
Casino. The Company has agreed to pay Mr. Sutherland an annual salary of
$150,000 and other benefits. No compensation agreements have been executed at
this time. Mr. Bill Williams will continue to serve as Chairman of the Board of
the Company, but will relinquish the CEO title to Mr. Sutherland.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
Exhibit No. Description Method of Filing
----------- ----------- ----------------
27 Financial Data Schedule Filed herewith
B. REPORTS ON FORM 8-K
None
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the undersigned has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 14, 1996
AMERICAS GAMING INTERNATIONAL, INC.
By: /s/ Bill R. Williams
----------------------------------
Bill R. Williams
Chairman of the Board and
President (Chief Executive
Officer)
By: /s/ Vincent Brian Balik
----------------------------------
Vincent Brian Balik
Vice President-Finance
(Chief Financial & Accounting
Officer)
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET DATED MARCH 31, 1996 AND INCOME STATEMENT FOR THE PERIOD ENDED MARCH 31,
1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 24,644
<SECURITIES> 0
<RECEIVABLES> 20,053
<ALLOWANCES> 0
<INVENTORY> 119,252
<CURRENT-ASSETS> 280,253
<PP&E> 2,469,709
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,287,136
<CURRENT-LIABILITIES> 806,284
<BONDS> 0
0
0
<COMMON> 6,962
<OTHER-SE> 3,732,276
<TOTAL-LIABILITY-AND-EQUITY> 5,287,136
<SALES> 51,739
<TOTAL-REVENUES> 51,739
<CGS> 55,732
<TOTAL-COSTS> 55,732
<OTHER-EXPENSES> 552,650
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 87,692
<INCOME-PRETAX> (556,643)
<INCOME-TAX> 0
<INCOME-CONTINUING> (556,643)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (644,335)
<EPS-PRIMARY> (0.11)
<EPS-DILUTED> 0
</TABLE>
