SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________
Commission file number 0-22622
INTERACTIVE ENTERTAINMENT LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA 98-0170199
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
CEDAR HOUSE
41 CEDAR STREET
HAMILTON HM12 BERMUDA
(Address of principal executive offices)
(604) 947-2555
(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 _____
The registrant had 50,000,000 shares of common stock outstanding as of
October 20, 1999.
Exhibit index is located on page 12.
INTERACTIVE ENTERTAINMENT LIMITED
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets - March 31, 2000, March 31, 1999
and December 31, 1999 3
Consolidated Statements of Operations - Three Months ended
March 31, 2000 and March 31, 1999 4
Consolidated Statements of Cash Flows - Three Months ended
March 31, 2000 and March 31, 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and 10
Results of Operations
PART II. OTHER INFORMATION
Item 6.(a) Exhibits 11
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INTERACTIVE ENTERTAINMENT LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
March 31,
March 31,
December 31,
2000
1999
1999
Current Assets
Cash and cash equivalents
$ 70,140
$ 41,717
$ 56,785
Accounts and notes receivable, less allowance for
doubtful accounts of $46,828
125,080
154,096
92,481
Prepaid expenses
58,783
96,547
89,106
Total current assets
254,003
292,360
238,372
Furniture, fixtures and equipment, at cost
443,936
724,240
447,666
Less: accumulated depreciation
226,381
(297,761)
(203,667)
Furniture, fixtures and equipment, net
217,555
426,479
243,999
Game software (net of amortization)
351,060
631,906
421,271
Goodwill (net of amortization)
444,680
915,015
530,196
Total assets
$ 1,267,298
$ 2,265,760
$ 1,433,838
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
755,173
Accounts payable and accrued expenses
894138
$ 680,859
$ 18,000
Total current liabilities
894,138
680,859
773,173
Notes payable, long term
81,322
854,495
Shareholders' equity
Class A preferred shares, $0.01 par value, authorized - 3,000
shares, outstanding - 2,237 shares
22
22
22
Class B preferred shares, $0.01 par value, authorized -
5,000,000shares, outstanding - 2,075 and 2,662 shares
21
21
21
Common shares, $0.01 par value authorized - 50,000,000
shares; outstanding 50,000,000 and 24,367,414 shares
500,000
464,750
464,750
Additional paid-in-capital
65,616,313
65,651,563
65,651,563
Accumulated deficit
(65,743,195)
(64,531,455)
(65,537,013)
373,161
1,584,901
579,343
Total liabilities and shareholders' equity
$ 1,267,299
$ 2,265,760
$ 1,433,838
INTERACTIVE ENTERTAINMENT LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
2000
1999
Revenue
$ 127,880
$ 140,523
Operating Expenses
General and administrative
66,530
72,830
Consulting and contract labor
21,797
13,180
Marketing
400
-
Legal
7,018
2,838
Business discontinuation
-
17,877
Depreciation and amortization
178,441
238,480
274,186
345,204
(146,306)
(204,684)
Other (Income) and Expense
Interest expense
-
Interest income
404
411
404
411
Net loss
$ 145,902
$ 204,270
BASIC AND DILUTED LOSS PER SHARE
Numerator for basic and diluted loss per share:
Net loss
$ 145,902
$ 204,270
Preferred stock dividends
$ 60,280
95,971
Loss to common shareholders
$ 206,182
$ 300,241
Denominator for basic and diluted loss per share:
Weighted average shares outstanding
50,000,000
41,140,432
Net loss per share
$ 0.004
$ 0.007
INTERACTIVE ENTERTAINMENT LIMITED AND SUBSIDIARIES
STATEMENTS OF CASH FLOW
(UNAUDITED)
Three Months
Three Months
Ended
Ended
March 31,
March 31,
2000
1999
OPERATING ACTIVITIES
Net Loss
$ (145,902)
$ (204,270)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization
182,171
238,479
Non-cash interest expense
-
-
Other
-
1
Changes in assets/liabilities: (excluding effect of acquisition)
Accounts receivable
32,599)
(71,740)
Prepaid expenses
30,323
18,685
Other assets
-
-
Accounts payable and accrued expenses
39,642
57,245
Net cash provided by (used in) operating activities
73,635
38,400
INVESTING ACTIVITIES
Purchases of property and equipment
-
3,646
Software development
-
-
Net cash provided by (used in) investing activities
-
3,646
FINANCING ACTIVITIES
Issuance of preferred stock
-
-
Payment of preferred stock dividends
60,280)
(95,971)
Net cash provided by (used in) financing activities
(60,280)
(95,971)
Net increase in cash
13,355
(53,925)
Cash, beginning of period
56,785
95,642
Cash, end of period
70,140
$ 41,717
INTERACTIVE ENTERTAINMENT LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS
The consolidated financial statements of Interactive Entertainment Limited
and Subsidiaries ("IEL" or the "Company") included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). In management's opinion, these financial statements
include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of the results of operations for the
interim periods presented. Pursuant to SEC rules and regulations, certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted from these statements unless
significant changes have taken place since the end of the most recent fiscal
year. For this reason, the consolidated financial statements and notes
thereto should be read in conjunction with the financial statements and notes
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
The Company is a Bermuda exempted company which, in June 1997, changed its name
from Sky Games International, Ltd. ("SGI") to Interactive Entertainment
Limited. The Company's activities had been focused on providing inflight
gaming software and services by developing, implementing and operating a
computer-based interactive video entertainment system of gaming and other
entertainment activities on, but not limited to, the aircraft of
international commercial air carriers. In November, 1998, the Company ceased
operations of its inflight gaming business and currently, the Company is
concentrating on its Sky Play entertainment games business.
On January 13, 1998, the Company completed the acquisition of all the
outstanding capital stock of Inflight Interactive Limited ("IIL") in exchange
for 500,000 shares of the Company's $.01 par value common stock (the "Common
Stock"). IIL is a United Kingdom developer and provider of amusement games
to the airline industry. The games are marketed under the name Sky Play and,
as of March 31, 1999 were currently operating on a number of airlines, including
Air China, American Airlines, Cathay Pacific, Continental, Egyptair, Lauda Air,
Malaysia Airlines, and Virgin Atlantic. The purchase agreement provides for
the Company to issue up to 250,000 additional shares of Common Stock to the
previous owners of IIL upon achievement of certain milestones regarding
implementation of the Company's Sky Games gaming software with an international
airline to be designated by the parties. The acquisition was accounted for
using the purchase method.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries: Sky Games International Corp. (a Nevada
corporation), Creator Island Equities Inc., (a Yukon Territory corporation),
IEL (Singapore) Pte. Ltd. (a Singapore corporation) and, (since January 13,
1998), Inflight Interactive Limited (a U.K. corporation). All material
intercompany transactions have been eliminated in consolidation.
Goodwill
The goodwill, which arose from the acquisition of IIL is being amortized on a
straight-line basis over three years. Management regularly evaluates whether
or not the future undiscounted cash flows are sufficient to recover the
carrying amount of this asset. Additionally, management continually
monitors such factors as the competitive environment and advances in the
computer software and hardware industries. If the estimated future
undiscounted cash flows are not sufficient to recover the carrying amount of
this asset and, accordingly, an impairment has occurred, management intends
to write down the carrying amount to its estimated fair value based on
discounted cash flows.
Software Development
All software production costs have been capitalized until the software was
available for general release to customers in accordance with the provisions
of Statement of Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed."
Amortization of the software costs over a three year period started in June,
1998.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," ("SFAS No. 130") effective January 1, 1998.
SFAS No. 130 established standards for the reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. The Company's comprehensive income (loss) is
substantially equivalent to net income (loss) for the three months ended March
31, 1999 and 1998, respectively.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect amounts reported in the financial statements and accompanying notes
and in determining the impairment of long-lived assets. Actual results could
differ from those estimates.
NOTE 3 - ACQUISITION OF MINORITY INTEREST
Prior to June 17, 1997, the Company operated its principal business activities
under the name Sky Games International, Ltd. through its indirectly 80%-owned
subsidiary then known as Interactive Entertainment Limited ("Old IEL"). The
remaining 20% of Old IEL was held by an affiliate of Harrah's Entertainment,
Inc. (which, together with its affiliates, is referred to herein as
"Harrah's"). Harrah's also managed the operations of Old IEL pursuant to a
management agreement effective December 30, 1994, (the "Management Agreement").
Effective June 17, 1997, pursuant to a Plan and Agreement of Merger and
Amalgamation dated May 13, 1997, Old IEL was merged into the Company (the
"Amalgamations"). As part of the Amalgamations, the Management Agreement
with Harrah's was terminated. Harrah's received a total of 5,879,040 shares
of Common Stock in exchange for its 20% ownership interest in Old IEL
and as consideration for the termination of the Management Agreement. The
Amalgamation has been accounted for under the purchase method. The shares
issued to Harrah's were valued at $26,255,793 based on the average quoted
market price of the Company's Common Stock when the Amalgamations were
announced, or $4.466 per share.
NOTE 4 - SHAREHOLDERS' EQUITY
In December 1994, the Company discontinued an engineering and marketing
arrangement with B/E Aerospace, Inc. ("BEA"). As part of the termination, the
Company issued to BEA a promissory note in the original principal amount of
$2.5 million at 12% per annum. On February 28, 1997, an agreement was
reached with BEA to exchange the note, in the amount of $2,737,000, including
accrued and unpaid interest, for Class A Preference Shares at $1,000 per share.
The exchange for 2,737 Class A Preference Shares was completed in June, 1997.
During 1998, the Company and BEA agreed that the Company would redeem the
Class A Preference Shares in installments beginning June 30, 1998. The
Company redeemed 500 shares at their redemption price of $1,000 per share
during 1998, but has been unable to redeem additional shares.
The Class A Preference Shares are convertible at any time into a number of
shares of Common Stock determined by dividing $1,000 per share of Class A
Preference Shares, plus any accrued and unpaid dividends thereon by: (i)
prior to August 31, 1999, a conversion price equal to 65% of the average mean of
the closing bid and ask prices of the Common Stock for the 20 trading days
prior to the conversion (the "Market Price") and (ii) after August 31, 1999,
a conversion price equal to 60% of the Market Price. Dividends on the Class
A Preference Shares are cumulative and payable quarterly at an annual
dividend rate of 9%. The Company, at its option, may redeem the Class A
Preference Shares, in whole or in part, at any time and from time to time, at a
redemption price of $1,000 per share plus any accrued and unpaid dividends
thereon. The Company is not required to redeem the Class A Preference
Shares. Upon liquidation, holders of the Class A Preference Shares will be
entitled to repayment of an amount equal to $1,000 per share plus accrued and
unpaid dividends, prior to any distributions to holders of common Stock.
Unpaid dividends of $301,779 were in arrears as of March 31, 1999 and are
included on the Consolidated Balance Sheets in Accounts Payable and Accrued
Expenses. The Class A Preference Shares do not have any voting rights.
As part of the Amalgamation, Harrah's entered into the "Registration and
Preemptive Rights Agreement" under which, among other things, Harrah's has
the right to receive additional shares of Common Stock at $.01 per share in
order to maintain their ownership percentage in the Company in the event that
the Class A Preference Shares held by BEA are converted into Common Stock.
The value of any such shares of Common Stock issued to Harrah's will be
accounted for as an adjustment to the purchase price incurred in the
Amalgamation when and if such shares are issued.
On December 17, 1997, the Company issued 1,000 shares of Series A Convertible
Preference Shares of the Company's Class B Preferred Stock to two investors
for a total consideration of $1,000,000. The Class B Series A Preferred
Shares are convertible into a number of shares of Common Stock, determined by
dividing the stated value of $1,000 per share by the lesser of: $3.2038 (the
"Fixed Conversion Price") and a price (the "Floating Conversion Price")
calculated by (i) determining the average of the three lowest closing bid
prices for the Common Stock during the thirty trading days occurring
immediately prior to, but not including, the conversion date, and (ii)
multiplying such average by 85%. On July 24, 1998, the Company issued 2,000
shares of the Class B Series A Preferred shares to the same investors for an
aggregate purchase price of $2,000,000. Dividends are cumulative and may be
paid, at the option of the Company and with prior notice, in additional
shares of Common Stock at an annual dividend rate of 8%. Warrants for the
purchase 185,152 shares of Common Stock were issued in connection with the
issuance of the Class B Series A Preferred Shares. The warrants, which have
an exercise price of $3.2038, are exercisable beginning June 17, 1998 and
expire on December 17, 1999. The original purchasers of the Company's Class
B Series A Preferred Shares converted 600 of the shares into Common Stock,
retained 120 shares, and sold the remaining 2,280 shares in private sales.
As of September 30, 1999, 1,280 shares of the Class B Series A Preferred Shares
had been submitted for conversion into 28,550,710 share of Common Stock.
All Common Stock issuable upon the conversions has been issued except for
3,492,426 shares which the Company lacks the authority to issue since
issuance would cause the Company to exceed its maximum authorized capital.
Subsequent to the conversions, the holders of the Class B Series A Preferred
Shares agree to amend the conversion terms so that the Floating Conversion
Price will not be less than $0.25 per share.
As of February 20, 1998, the Company sold 300 shares of Class B Series B
Convertible Preferred Stock at $1,000 per share. The Class B Series B
Convertible Preferred Shares have the same dividend and conversion features
as the Class B Series A Preferred Shares. The investor also received a
warrant to purchase 18,515 shares of Common Stock at a price of $3.2038 for 18
months. As of September 30, 1999, 38 shares of the Series B Class B shares had
been converted into Common Stock and 262 shares remained outstanding.
Unpaid dividends of $250,127 were in arrears as of March 31, 2000 and are
included on the Consolidated Balance Sheets in accounts payable and accrued
expenses. The Class B Preference Shares do not have any voting rights.
NOTE 6 - AGREEMENT REGARDING REDEMPTION OF PERFORMANCE SHARES
When the Company acquired the rights to the inflight gaming software from Sky
Games International, Inc. ("SGII") on November 7, 1991, a portion of the
consideration was 3,000,000 shares of Common Stock which, according to then
applicable requirements, were placed in escrow, to be released on the basis
of one share for each U.S. $1.78 of net cash flow generated from the assets
over a ten-year period (the "Performance Shares"). 2,000,000 of the Performance
Shares were issued to SGII (87% of the outstanding stock of which was owned by
James P. Grymyr, formerly a director of the Company, and his wife) and
1,000,000 shares were issued to Anthony Clements, a director of the Company.
An additional 525,000 shares, which were issued to Dr. Rex E. Fortescue,
formerly a director of the Company, are held in the escrow on the same terms
and are also included as Performance Shares. Each of Messrs. Clements and
Fortescue, as of April 30, 1997, agreed to allow the Company to redeem and
cancel the Performance Shares when and if they are released from escrow for
any reason whatsoever (the "Redemption Agreement"). As consideration for
such agreement to tender the Performance Shares for cancellation by the
Company in the event they are ever released from the escrow, the Company has
issued 508,333 shares of Common Stock, respectively. SGII, as of April 30,
1997, also agreed that it will tender the 2,000,000 Performance Shares which
it holds for cancellation by the Company when and if such Performance Shares
are released from escrow for any reason whatsoever (the "Redemption and
Cancellation Agreement"). As consideration of such agreement, in February 1997,
the Company expensed the outstanding balance of a note made by SGII to the
Company in the approximate amount of $550,000 and issued to SGII 80,590
shares of Common Stock. In the event the Performance Shares are not
released prior to six months after the end of the Company's financial year
ending in the year 2002, the Performance Shares will automatically be canceled
in accordance with the terms of the escrow agreement.
As part of the agreements to allow the redemption and cancellation of the
Performance Shares, the holders of the Performance Shares have issued an
irrevocable proxy to a bank which has agreed not to vote the Performance
Shares at any General Meeting of Shareholders or otherwise. The irrevocable
proxy and the agreement not to vote the Performance Shares will terminate
upon the cancellation of the Performance Shares. The escrow agent is
prohibited from canceling the Performance Shares under the escrow agreement.
Although the Performance Shares have no rights they are still issued and
outstanding, therefore they are included in the per share calculations for
all periods presented. Effective December 31, 1999 they are considered
outstanding for financial statement purposes.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Recent Developments
On January 5, 1999, the Company's Common Stock was delisted from the Nasdaq
SmallCap Market for failing to maintain a bid price greater than or equal
to $1.00 per share for the prior thirty consecutive trading days.
Maintenance of a $1.00 stock price is required for continued listing of the
Company's Common Stock on the Nasdaq SmallCap Market. The Common Stock
currently trades through the OTC Bulletin Boardr which is a regulated
quotation service of the Nasdaq Stock Market, Inc.
Delisting of the Company's Common Stock from the Nasdaq SmallCap Market placed
the Company in default of certain agreements related to the sale of the Class
B Preference Shares. A default requires the Company to redeem the remaining
outstanding Class B Preference Shares at 130% of the stated value of the
shares. The Company does not currently have the resources to redeem such
shares. The Company is currently in default under its Registration Rights
Agreement with the holders of the Class B Preference Shares.
Overview
Interactive Entertainment Limited ("IEL" or the "Company"), formerly known as
Sky Games International Ltd. ("SGI"), is a Bermuda exempted company which was
incorporated on January 28, 1981. The Company's activities had been focused
on providing inflight gaming software and services by developing,
implementing and operating a computer-based interactive video entertainment
system of gaming and other entertainment activities on, but not limited to,
the aircraft of international commercial air carriers.
On November 12, 1998, the Company announced that it had been unable to attract
the additional capital necessary for continued development of its Sky Games
inflight gaming business and that it had discontinued all operations
associated with the Sky Games product line. The Company stated that it would
refocus its business efforts to concentrate exclusively on its non-gaming
inflight Sky Play PC games, customers and business. All employees were
terminated as of November 13, 1998. Those former employees retained on a
part-time contract basis to assist with the management of Sky Play are no
longer so retained. Two former employees, through their corporate entity
have been formally contracted to attend to the Sky Play business The
discontinuation of the Sky Games business has not had an adverse impact on
the Sky Play business.
On January 13, 1998, the Company completed the acquisition of all the
outstanding stock of Inflight Interactive Limited ("IIL") in exchange for
500,000 shares of the Company's Common Stock. IIL is a U. K. developer and
provider of amusement games to the airline industry marketed under the name
Sky Play. IIL's games are currently operating on approximately 128 aircraft of
a number of airlines, including Air China, American Airlines, Cathay Pacific,
Continental, Egyptair, Lauda Air, Malaysia Airlines, and Virgin Atlantic.
Results of Operations
Three Months Ended March 31, 2000 and 1999
Revenue from operations for the three months ended March 31, 2000 was $127,880
compared to $140,523 during the three months ended March 31, 1999. Revenue
consisted of fees generated from the Sky Play amusement games acquired with
the purchase of IIL. The decrease in revenue is reflects the loss of the
Singapore Airlines non gaming software contract in April of 1999. However,
the average number of aircraft licensed to use the Company's software has
increased.
General and administrative expense decreased from $95,100 in the 1999 period to
$72,830 in the 2000 period. The new Board of Directors' philosophy of
streamlining administration to reflect the actual size of business has
resulted in the elimination of payroll and associated costs, and the
elimination of substantial office rent. This has also resulted in the
substantial reductions in the general office overhead and travel.
Consulting and contract labor expenses have increased from $13,180 to $21,797.
Product marketing increased from $0 to $400.00 and legal expense by rose from
$2,838 to $7,018, reflecting the closing down of IEL (Singapore) PTE
Corporation.
Depreciation and amortization expenses decreased by $60,308.
Liquidity and Capital Resources
At March 31, 2000, the Company had a working capital deficit of $388,500. The
Company had positive cash flow from operations during the three months ended
March 31, 2000. It has been sufficient to provide the necessary funds for
marketing, for continued development of the Company's products but not
adequate to fund payment of the Company's dividend obligations on outstanding
preference shares. The Company has negotiated a restructuring and reduction of
certain amounts owed to two of its largest creditors and to a deferred payment
plan on these obligations. It is current with these agreements.
Forward-Looking Information
This Form 10-Q contains forward-looking statements that include among others,
statements concerning the Company's plans to implement its software products,
commence generating revenue from certain of its products, expectations as to
funding its capital requirements, the impact of competition, future plans and
strategies, statements which include the words "believe," "expect," and "
anticipate" and other statements of expectations, beliefs, anticipated
developments and other matters that are not historical facts. These
statements reflect the Company's views with respect to such matters.
Management cautions the reader that these forward-looking statements are
subject to risks and uncertainties that could cause actual events or results
to materially differ from those expressed or implied by the statements.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT
DESCRIPTION
2.
Plan and Agreement of Merger and Amalgamation, dated as of May 13, 1997, among
the Company, SGI Holding Corporation Limited, IEL and Harrah's Interactive
Investment Company. (Incorporated by reference to the same numbered exhibit
to the Registrant's Form 8-K as filed with the SEC on June 27, 1997.)
3.i(a)
Articles of Incorporation (Yukon Territory). (Incorporated by reference to
Exhibit 1.1 to the Registrant's Annual Report on Form 20-F (File No. 0-22622)
as filed with the SEC on October 12, 1993.)
3.i(b)
Certificate of Continuance (Bermuda). (Incorporated by reference to Exhibit 1.2
to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with
the SEC on September 16, 1996.)
3.ii
Bye-Laws as amended. (Incorporated by reference to the same numbered exhibit to
the Registrant's Annual Report on Form 10-K/A No. 2 as filed with the SEC on
July 8, 1998.)
4.1
Escrow Agreement dated May 27, 1992, as amended, among Montreal Trust Company
of Canada, the Company and certain shareholders. (Incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as
filed with the SEC on October 12, 1993.)
4.2
Redemption Agreement, dated as of February 25, 1997, between the Company and
Anthony Clements and Rex Fortescue. (Incorporated by reference to Exhibit
3.12 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as
filed with the SEC on September 12, 1997.)
4.3
Redemption and Cancellation Agreement, dated as of April 30, 1997, between the
Company and Sky Games International, Inc. (Incorporated by reference to Exhibit
3.13 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed
with the SEC on September 12, 1997.)
4.4
Shareholder Rights Agreement, dated June 17, 1997, between the Company and
Harrah's Interactive Investment Company. (Incorporated by reference to
Exhibit 3.15 to the Registrant's Annual Report on Form 20-F (File No.
0-22622) as filed with the SEC on September 12, 1997.)
4.5
Registration and Preemptive Rights Agreement, dated June 17, 1997, between the
Company and Harrah's Interactive Investment Company. (Incorporated by reference
to Exhibit 4(a) to the Registrant's Form 8-K as filed with the SEC on June 27,
1997.)
4.6
Registration Rights Agreement, dated June 17, 1997, between the Company and B/E
Aerospace, Inc. (Incorporated by reference to Exhibit 4(b) to the Registrant's
Form 8-K as filed with the SEC on June 27, 1997.)
4.7
Subscription Agreement, dated as of October 22, 1997, between the Company and
Henderson International Investments Limited. (Incorporated by reference to
Exhibit 3.22 to the Registrant's Quarterly Report on Form 10-Q/A No. 1 as filed
with the SEC on July 8, 1998.)
4.8
Subscription Agreement, dated as of October 22, 1997, between the Company and
Michael A. Irwin. (Incorporated by reference to Exhibit 3.23 to the Registrant's
Quarterly Report on Form 10-Q/A as filed with the SEC on July 8, 1998.)
4.9
First Amendment to Registration and Preemptive Rights Agreement dated March 18,
1998 between the Company and Harrah's Interactive Investment Company.
(Incorporated by reference to Exhibit 99.22 to the Registrant's Amended
Registration Statement on Form S-3 as filed with the SEC on July 15, 1998.)
4.10
First Amendment to Subscription Agreement between the Company and Henderson
International Investments Limited dated as of April 2, 1998. (Incorporated by
reference to Exhibit 99.23 to the Registrant's Amended Registration Statement on
Form S-3 as filed with the SEC on July 15, 1998.)
4.11
Securities Purchase Agreement between the Company and each of Marshall Capital
Management, Inc. (formerly Proprietary Convertible Investment Group, Inc.) and
CC Investments, LDC dated as of December 17, 1997. (Incorporated by reference to
Exhibit 99 to the Registrant's Form 8-K as filed with the SEC on December 24,
1997.)
4.12
Registration Rights Agreement between the Company and each of Marshall Capital
Management, Inc. (formerly Proprietary Convertible Investment Group, Inc.) and
CC Investments, LDC dated as of December 17, 1997 (Incorporated by reference to
Exhibit 4(c) to the Registrant's Form 8-K as filed with the SEC on December 24,
1997.)
4.13
Securities Purchase Agreement between the Company and Palisades Holding, Inc.
dated February 20, 1998. (Incorporated by reference to Exhibit 99.6 to the
Registrant's Amended Registration Statement on Form S-3 as filed with the SEC on
July 15, 1998.)
4.14
Registration Rights Agreement between the Company and Palisades Holding, Inc.
dated February 20, 1998. (Incorporated by reference to Exhibit 99.5 to the
Registrant's Amended Registration Statement on Form S-3 as filed with the SEC on
July 15, 1998.)
4.15
Securities Agreement between the Company and B/E Aerospace, Inc. dated June 25,
1998. (Incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K
filed with the SEC on July 2, 1998.)
10.5*
Services Agreement, dated as of November 7, 1995, between IEL and Singapore
Airlines Limited. (Incorporated by reference to Exhibit 3.9 to the
Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC
on September 16, 1996.)
10.6*
Software License and Software Services Agreement, dated as of November 7, 1995,
between IEL and Singapore Airlines Limited. (Incorporated by reference to
Exhibit 3.10 to the Registrant's Annual Report on Form 20-F (File No. 0-22622)
as filed with the SEC on September 16, 1996.)
10.7
Sublease Agreement dated as of June 5, 1997, between IEL and Harrah's Operating
Company, Inc. (Incorporated by reference to Exhibit 3.11 to the Registrant's
Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September
12, 1997.)
10.8
Consulting Agreement, dated as of April 30, 1997, between the Company and James
P. Grymyr. (Incorporated by reference to Exhibit 3.14 to the Registrant's Annual
Report on Form 20-F (file No. 0-22622) as filed with the SEC on September 12,
1997.)
10.9*
Software License Agreement, dated June 17, 1997, between the Company and
Harrah's Interactive Investment Company. (Incorporated by reference to
Exhibit 3.16 to the Registrant's Annual Report on Form 20-F (File No.
0-22622) as filed with the SEC on September 12, 1997.)
10.10
Continuing Services Agreement, dated June 17, 1997, between the Company and
Harrah's Interactive Entertainment Company. (Incorporated by reference to
Exhibit 3.17 to the Registrant's Annual Report on Form 20-F (File No. 0-22622)
as filed with the SEC on September 12, 1997.)
10.11
Termination Agreement and Release, dated as of June 17, 1997, among the
Company, SGI Holding Corporation Limited, IEL, Harrah's Interactive
Investment Company, and Harrah's Interactive Entertainment Company.
(Incorporated by reference to Exhibit 3.21 to the Registrant's Annual Report
on Form 20-F (File No. 0-22622 as filed with the SEC on September 12, 1997.)
27**
Financial Data Schedule.
* Confidential treatment has been granted.
** Submitted herewith.
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERACTIVE ENTERTAINMENT LIMITED
June 30, 2000 BY: "Deborah Fortescue-Merrin"
President
This schedule contains summary financial information extracted from the
Consolidated Balance Sheets and the Consolidated Statements of Operations
and is qualified in its entirety by reference to such financial statements.
[PERIOD-TYPE]
3-MOS
[FISCAL-YEAR-END]
DEC-31-1999
[PERIOD-START]
JAN-01-2000
[PERIOD-END]
MAR-31-2000
[CASH]
70104
[SECURITIES]
0
[RECEIVABLES]
171908
[ALLOWANCES]
46828
[INVENTORY]
0
[CURRENT-ASSETS]
254003
[PP&E]
443936
[DEPRECIATION]
226381
[TOTAL-ASSETS]
1267298
[CURRENT-LIABILITIES]
894137
[BONDS]
0
[PREFERRED-MANDATORY]
0
[PREFERRED]
43
[COMMON]
500000
[OTHER-SE]
65616313
[TOTAL-LIABILITY-AND-EQUITY]
1267298
[SALES]
127880
[TOTAL-REVENUES]
127880
[CGS]
0
[TOTAL-COSTS]
0
[OTHER-EXPENSES]
274186
[LOSS-PROVISION]
0
[INTEREST-EXPENSE]
0
[INCOME-PRETAX]
(146306)
[INCOME-TAX]
0
[INCOME-CONTINUING]
(145902)
[DISCONTINUED]
0
[EXTRAORDINARY]
0
[CHANGES]
0
[NET-INCOME]
(145902)
[EPS-BASIC]
(.004)
[EPS-DILUTED]
(.004)
[FN]
Amounts inapplicable or not disclosed as a separate line item on the Balance
Sheet or Statement of Operations are reported as 0 herein.
14
