<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.
FORM 10-K (Mark One)
___X__Annual report pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 (Fee Required) for
the fiscal year ended OCTOBER 31, 1996.
____Transition report pursuant to section 13 or 15 (d) of the Securities
Exchange
Act of 1934 (No Fee Required)
for the transition period from _____to_____. Commission File No. -0-20217
CONTINENTAL WELLNESS CASINOS, INC.
(Exact name of registrant as specified in its charter)
____________COLORADO_______________________________84-
0687501________________
(IRS EMPLOYER
Identification Number)
(State or jurisdiction of incorporation)
1820 E. Garry Ave., Suite 109, Santa Ana, California 92705
(Address of principal executive offices)
Registrant's telephone number, including area code:_____(714)_477-0370________
Securities Registered Pursuant to Section 12 (b) of the Act:
Title of each class
Name of each
excange on
NONE
Which registered
NONE
Securities Registered Pursuant to Section 12 (g) of the Act:
Common Stock, $.003 par value
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of
Regulation S-K is not contained herein, and will not be contained, to the best
of
registrant's knowledge, in definitive proxy or information statements
incorporated
by reference in PART III of this Form-10-K ( ) .
The aggregate market value of the voting stock held by non-affiliated of the
Registrant is non, because there are no affiliates owning any stock of the
Registrant.
See Item 5. Market for Registrant's Common Equity and Related Matters.
The number of shares of common stock outstanding as of October 31, 1996 was
90,028,877
Documents Incorporated by Reference
See Exhibit Index
<PAGE> 2
ITEM 1. BUSINESS
Continental Wellness Casinos, Inc. was incorporated in Colorado in October 22,
1974. In this report the term "The Company" refers toContinental Wellness
Casinos, Inc. Individually, or as a corporate entity, as the context requires.
The company owns 3 unpatented mining claims and one mill site covering
approximately 750 acres in Quincy, Plumas County, California about eight miles
from Quincy, California. The properties ores are AU gold and silver with ample
proven reserves.
ITEM 2. PROPERTIES
The mining properties are located on Buck Lake Road, Quincy, California
approximately eight miles from Quincy, California in the High Sierras Mountains.
ITEM 3. LEGAL PROCEDURES
There are no legal proceedings.
ITEM 4. SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
No matter was submitted during fourth quarter of the fiscal year covered by this
report to a vote of security holders, throughthe solicitation of proxies or
otherwise.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS
MATTERS
The principal United States market in which the Company's common stock is
traded is the over-the-counter market. There is no other trading market.
The following table sets forth the period indicating the range of the high and
l ow
bid quotations for the company's commonstock as reported. The reported bid
quotations reflect inter-dealer prices, without retail markup, markdown, or
commissions, and may not necessarily represent actual transactions.
<TABLE> 1
<PAGE> 3
<S>
<C> <C>
<C>
1995 LOW HIGH
3rd Quarter No Trading No Trading No Trading
September 30, 1995
1995 LOW HIGH
1 st Quarter No Trading No Trading
2nd Quarter No Trading No Trading
3rd Quarter No Trading No Trading
4th Quarter No Trading No Trading
1994 LOW HIGH
1st Quarter No Trading No Trading
2nd Quarter No Trading No Trading
3rd Quarter No Trading No Trading
4th Quarter No Trading No Trading
On September 30, 1996, the company's transfer agent reported that there were
approximately 509 holders of record of the company's common stock.
Dividends on the Company's common stock have never been paid. See "Item 7" ,
Management's Discussions and Analysis of Financial Condition and Results of
Operation" and note to Financial Statement.
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes certain selected financial data for the periods
indicated. The data for the years ending October 31, 1996 and 1995 should be
read
in conjunction with the more detailed audited Financial Statement and Notes
thereto appearing elsewhere herein, including the Independent Auditor's Report.
CONTINENTAL WELLNESS CASINOS, INC.
SELECTED FINANCIAL DATA
(NOT COVERED BY INDEPENDENT AUDITOR'S REPORTS)
<CAPTION>
</TABLE>
<TABLE> 2
Year Ending October 31,
1991____1992___ 1993____1994___
1995___
(Dollars in thousands, except per
share)
<CAPTION>
As of the end period:
<S> <C> <C> <C> <C>
<C>
Total assetts; $.00 $.00 $.00 $25,841 $25,841
Working capital: $.00 $.00 $.00 $.00 $.00
(Deficiency)
Long Term
Debt &
capital lease
obligation: $.00 $.00 $.00 $.00 $.00
Shareholder's
Equity: $.00 $.00 $.00 $25,759 $25,841
Book Value per
common share $.00 $.00 $.00 $ 1.22 $ 1.23
<PAGE> 4
CONTINENTAL WELLNESS
CASINOS, INC.
ITEM 7. Management's Discussion and Analysis of Financal Condition and
Results of Operations
Results of Operations:
Summary of significant Accounting Policies Nature of the business - Continental
Wellness Casinos, Inc., a Colorado corporation was incorporated October 22,
1974.The company is engaged in the discovery and development of precious metals
mining properties located in Quincy, Plumas County, California which consists of
750 acres of land where 39 unpatented mine claims are located. All assessment
work
has been done at the mines and all the eports had been filed with the Bureau of
Land Management, Sacramento, California and the County of Plumas in
accordance with the mining rules and regulations. The company has permit to
operate in small scale the mines from the United States Forestry Department,
Quincy, California. The company intends in going into a big mining venture to r
ecover the gold and silver in the proven reserves as soon as the price of gold
increases in value.
The company is in the process of getting their Live Longer Center, a Longevity
Members Association, with the rpose of helping people to live longer by using
Preventative Medicine with gene testing for discovery of predominant illnesses
in
the different subjects and repair said genes by genetic engineering, followed
by a
program of exercise and nutrition. The members sign for a period of ten years
and
receive one week of care at the center. The cost for this program is $1,000.00
per
year per member and the fee is refundable by the member group insurance and it
is
also tax deductible making it good way to slow down the cost of medical
treatments
that are out of control. In starting this program, the company is using the
real-
estate that was acquired.
<PAGE> 5
CONTINENTAL WELLNESS CASINOS, INC.
ITEM 8. FINANCIAL STATEMENTS & SUPPLIMENTARY DATA
The Financial Statement and Supplimentary data ofContinental Wellness Casinos,
Inc., are located in adjacent pages and are listed and included under Item 14,
Exhibits are incorporated herein by r eference.
ITEM 9. There are no disagreements with accountants on accounting and
financial disclosures.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
The By-Laws of the Company provide that the number of directors constituting the
entire Board shall be nine. Directors are elected at each annual meeting of
shareholders to hold office until the next annual meeting and until a successor
has
been elected and qualified. The Company has held an annual meeting of
stockholders on August 22, 1996 annual meeting of shareholders, one has
resigned,
and one has died, and the two vacances thereby created have been filed. As a
result,
the number of directors curently serving is seven.
The directors elect from their number the C hairman of the board and the
president
of the Company, which offices are occupied by Fred Cruz. The board appoints
other
officers as the board deems suitable, to serve at the pleasure of the board. The
officers of the company hold office for the term for which such officer is
appointed
and until his successor has been elected and qualified. Currently there are no
Executive Officers of the Company who do not also serve as directors.
Identified herein are all directors and executive officers of the Company. The
information set forth as to each director and executive officer has been
furnished by
such person.
FRED CRUZ,M.D., 74, is and has been since October 1987, a director, chairman
of
the board, and president of the company. Dr. Cruz holds two doctorate degrees.
Doctor of Podiatric Medicine and Doctor of Medicine. Dr. Cruz had operated many
medical clinics in the State of California, and at the present is retired from
his
profession, but he had engaged in many business ventures and been working with
precious metals for the past 30 years.
FRANK COBERLY, 82, retired naval officer, United States Navy. Holds position of
administrative and supervisorial in nature. Since retirement, he has been
involved in
private investment banking, selling and purchasing securities for his
portfolios. He
has great experience in corporate management of many millions in assetts.
DONALD STUDER, Attorney at Law, in practice since January 9, 1969. Experience
in contract law, corporate law, labor law and business administration.
President and
Director of Grand American International Corporation since 1984to present.
Attorney and Sub-Trustee of Grand American Bank Trust since 1984 to present.
Negotiated the acquisition of a full service bank in the United Arab Emirates.
Engaged in the general practice of law, with emphasis on business, real-estate
and
labor law. Conducted a real-estate brokerage for 3 years. Negotiated over 300
collective bargaining agreements. Represented clients in more than 100, each
NLRB
proceedings, Superior Court and Federal Court actions. Worked with Brundage,
Williams & Zellman Law Firm as a Staff Attorney, specializing in labor law.
Opened own law office while still employed with Ryan Aeronautical Comany.
Handled over 300 cases including criminal, divorce, personal injury, probate,
bankruptcy and contract matters. Phi-Kappa Phi, Sigma Pi Sigma, Sigma Tau
Sigma, Phi Delta Phi, State Bar of California, San Diego County Bar Association,
California real-estate broker, listed in Who's Who in American Law (1st
edition).
Received a BS degree in Physics, with honors, from the University of Florida in
April 1963, and a JD degree, Magna Cum Laude, from the University of San Diego,
in 1968.
BASIL COSTIN, 47, Secretary and Officer of the Company since November 1996.
Costin is a former United Nations Diplomat, based in Geneva, Switzerland, and
has
completed several diplomatic missions for the U.N. throughout Europe, the Mid-
East and Asia, involving support services to the domestic economical
infrastructures
of developing nations. He also has over 15 years of extensive international
business
experience, specializing in international marketing, related to the
manufacturing-
export industries, and he is also experienced in international banking,
financing,
investments, as well as in technical engineering services related to the
engineering
and building industries. He has worked in many regions of the world with major
American corporations in management & executive level positions. In 1981, he
formed his own international company, Costin International, Ltd., specializing
in
international marketing, consulting-management, and business consulting
services.
He holds an M.S. degree from Pacific Western University, 1979, in structural
engineering, A.A. degree in Business Administration, Los Angeles Valley College,
and an A.S. degree in Science Applications from Los Angeles Technical College.
FRANK VARESE, M.D., 67, Doctor of Medicine with specialty in Internal
Medicine, Life Extension and Nutrition. Practice for last 30 years at Laguna
Medical Arts Medical Complex. Emphasis on Preventative Medicine and Life
Extension. Author of many publications on the subject of preventative medicine,
nutrition and life extension. Graduate from a recognized Medical School with
credentials in the medical field.
JOHN MAVROS, Mavros has a broad background on three continents involving
the operations and sales of hotels and suite properties. Has held key management
positions over a period of several years with the Westin Century Plaza Hotel in
Los
Angeles, opened the Westin Philippine Plaza in Manila, was general manager of
the
Grande Bretagne Hotel in Athens, Greece, served as Vice President and General
Manager of he Registry Hotel Corporation in Irvine and Universal City,
California,
served as Senior Vice President of California Hotels Corporation. Mavros is
also a
member of the University of Arizona Presidents Club, and holds a Certified Hotel
Administrator designation from the Educational Institute of the American Hotel-
Motel Association.
LEWIS AKMAKJIAN, 75, Graduate in business and financing with major in
securities transactions and operations. Has been stockbroker since 1958 and
worked
as follows in the Securities Business: 1966, Toluca Pacific Securities
Corporation,
Manager, 1990 to 1995. H.J. Mayer and Company, Broker-Manager, 1975 to 1988.
C.L., McKinne, broker and manager, 1972 to 1975. G.L. Bisbak as manager, 1958
to 1972. Foreman and company as Securities Broker Manager, 1955 to 1958. J.
Logan and Company as stockbroker manager. Specialist securities analyst,
broker/dealer, underwriting, selling and purchase of stocks and bonds. License;
CRD 2204 with approval granted in California, National Association of Securities
Dealers and New York Stock Exchange.
<PAGE> 6
ITEM II. EXECUTIVE COMPENSATION
</TABLE>
<TABLE> 3
The following table sets forth all cash compensation paid or accrued including
bonuses paid or accrued, to the following persons during 1972, for services
rendered
in all capacities to the company.
<S> <C> <C>
<C>
Name of Individual Capacities in which served
Cash
Compensation
or Number in Group during 1996
None None
None
The Company pays no compensation to directors for services as a
director.
<PAGE> 7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
</TABLE>
<TABLE> 4
The table shown below (1) contains certain information with respect to any
person
(including any "group" as that term is used in Sec. 13 (d) (3) of the Exchange
Act,
who are known to the company to be beneficial owners (as that term defined in
rules
and regulations of the Securities and Exchange Commission under the Federal
Securities Laws) of more than 5 % of the company's common stock. No person is
known to the company to be the beneficial owner of more than 5 % of the
company's common stock.
<S> <C> <C>
<C>
Name and Address of Amount and Nature of
Percent of
Beneficial Owner Beneficial Ownership
Commonstock
Outstanding
Grand American Bank Trust 64,958,512
71 %
25872 Evergreen Rd.
Laguna Hills, Ca. 92653
<TABLE > 5
The table shown below (1) contains certain information with respect to the
company's common stock beneficiary owned (as that term is defined in rules and
regulations of the Securities and Exchange Commission under the Federal
Securities
Laws) by all directors, and directors and officers of the company as a group.
<S><C> <C> <C>
Name of Beneficial Owner Amount and Nature of
Percent of
Beneficial Ownership
Common Stock
Outstanding None
0 %
0 %
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
There are no certain relationships and related
transactions
involving the Company.
<PAGE> 8
CONTINENTAL WELLNESS CASINOS, INC.
BALANCE SHEET
October 31, 1996 and October 31, 1995
<PAGE> 9
CONTINENTAL WELLNESS CASINOS, INC.
October 31, 1996 and October 31, 1995
CONTENTS
Pages
Independent Auditor's Report
1
Financial Statements
Balance Sheets
2
Notes to Financial Statements
3 - 5
<PAGE> 10
LUIS R. HIDALGO
Certified Public Accountant
2056 Stevely Ave., Long Beach, Ca. 90815
Telephone (310) 430-4249 Fax (310) 430-3382
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors and Stockholders
Continental Wellness Casinos, Inc.
Santa Ana, California
I have audited the accompanying balance sheets of Continental Wellness Casinos,
Inc. As of October 31, 1996 and October 31, 1995. These financial statements
are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
These standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements.
An audit includes examining, on a test basis, evidence supporting the amounts
and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe that my
audit
provides a reasonable basis for my opinion.
In my opinion, the balance sheets referred to above, present fairl, in all
material
respects, the financial position of Continental Wellness Casinos, Inc. As of
October
31, 1996 and October 31, 1995 in conformity with generally accepted accounting
principles.
(S) LUIS R. HIDALGO
Certified Public Accountant
November 29, 1996 I
F-1
<PAGE> 11
CONTINENTAL WELLNESS CASINOS, INC.
BALANCE SHEETS
October 31, 1996 and October 31, 1995
1996 1995
<CAPTION> (Dollars In Thousands)
</TABLE>
<TABLE> 6
<S><C>
<C> <C>
ASSETS
Gold in storage (Note 2)
$ 27,317 $ 27,317
Deferred charges and other assets
Deferred mining exploration costs (Note 3)
3,253
3,253
Deferred promotion and operating expenses 112
-
Total assets
$ 30,682 $ 30,570
LIABILITIES AND STOCKHOLDER'S EQUITY
Loans Payable-Note 12
$ 31
STOCKHOLDER'S EQUITY
Common stock, Class "A" $0.003 par value
Authorized shares - 500,000,000 in 1996;
100,000,000 in 1995
Issued and outstanding - 90,028,877 in 1996;
38,803,405 in 1995.
$ 270 $
116
Common stock, Class "B" no par value
Authorized shares - 50,000,000 in 1996 and 1995
Issued and outstanding-3,266,960 in 1996 and 1995 33
33
Capital in excess of par
30,348
30,421
Total Stockholder's equity
$ 30,651
Total Liabilities and Stockholder's Equity $
30,682 $
30,570
See accompanying notes to Financial Statements.
2
F-2
<PAGE> 12
</TABLE>
<TABLE> 7
CONTINENTAL WELLNESS CASINOS, INC.
PRO-FORMA
PROFIT AND LOSS STATEMENT
PRO-FORMA
PROFIT AND LOSS STATEMENT
AS OF OCTOBER 31, 1996
<CAPTION> (Dollars in Thousands)
<S><C>
<C>
EARNINGS:
Life Extension Membership Club
$100,000
Maxim Hotel and Casino Las Vegas, Nevada 75,000
Gold and Silver Mines Properties
150, 000
Total Earnings
350,000
EXPENSES
Life Extension Membership Club
61, 704
Maxim Hotel and Casino Las Vegas, Nevada 41,200
Gold and Silver Mines Properties
41,200
Total Expenses
154,858
PROFIT OR LOSS
195,142
2a
<PAGE> 13
CONTINENTAL WELLNESS CASINOS, INC.
NOTES TO FINANCIAL STATEMENTS
October 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Description of Business - The Company is engaged in the mining
development industry. Since October
22, 1974, the Company has owned and operated thirty-nine (39) mines and
one (1) mill site at Quincy,
Plumas County, California, and is engaged inthe exploration of said mines
for the production of precious
metal like gold and silver. The Company also applied for a license in Las
Vegas, Nevada to conduct Life
Extension programs and to operate hotels and casinos.
Currency Transactions - There are no assets and liabilities of operations
outside the United States which
need to be translated into U.S. dollars using exchange rates.
Development Costs - The Company will not capitalize property taxes on its
mining properties until the
mines are ready for operation and development.
2. GOLD IN STORAGE AT BONDED WAREHOUSE:
On October 9, 1990, the Company deposited at NDS, United States Customs
Bonded Warehouse located
at 19801 S. Santa Fe Ave., Rancho Dominguez, California, 90221, six (6) 55
gallon - drum containers of
gold dust (poweder form) 999.5 pure weighing 76,112 troy ounces with a
value of $27,316,600 based on
the gold floor price of $358.90 per troy ounce. The market values of gold per
troy ounce as of October 31,
1996 and October 31, 1995 are $378.00 AND $384.30, RESPECTIVELY. At
these prices, the gold in
storage would carry fair market values of $28,770,336 in 1996 and
$29,249,841 in 1995.
3. DEFERRED MINING EXPLORATION COSTS
Deferred mining exploration costs were incurred in prior years with the
amounts being estimated based
on the prevailing costs of mining exploration at that time due to the absence
of supporting
documentation. On April 13, 1996, the Company issued shares of stocks
valued at $3,252,669 to pay for
its obligations thereto.
4. RELATED PARTY TRANSACTIONS
Grand American Bank Trust owns approximately 71 % of the Company's
Class "A" common stock as of
October 31, 1996.
5. PROVEN GOLD AND SILVER RESERVE:
The process of estimating reserves is very complex, requiring significant
subjective decisions in evaluation
available geological, engineering and economic data for each reserve. The
data for a given reserve may
change substantially over time as a result of additional development
activity,
production under varying
economic conditions, etc.
<PAGE> 14
Consequently, material revision to the existing reserve estimates may occur in
the
future. Although, every reasonable effort was made to ensure that the reserve
estimates reported represent the most accurate assessment possible, the
significance
of the subjective decision required, the variances in the available data for
various
reserves, make these estimates generally less precise than other estimates in
connection with financial disclosure. Proven reserves are estimated quantities
of
gold and silver which geological and engineering data demonstrate, with
reasonable
certainty, to be recoverable in future years from known reserves under existing
economic and operating conditions.
Stickel and Associates, independent consultants in applied geology, geophysics
and
engineering, has estimated 7,000,000 troy ounces of gold and 19,000,000 troy
ounces
of silver. The values of these reserves based on average market prices as of
October
31, 1996 and October 31, 1995 are as follows :
</TABLE>
<TABLE> 8
10-15-96 10-31-95
<CAPTION>
(Dollars in Thousands)
<S><C> <C> <C>
<C>
Gold : 7,000,000 troy ounces
@ $378.00/troy ounce $2,646,000
@ $384.30/troy ounce
$2,690,100
Silver : 19,000,000 troy ounces
@$4.85/troy ounce 92,150
@$5.34/troy ounce 101,460
$ 2,791,560
$2,738,150
6. STOCKHOLDER'S EQUITY:
The Company is authorized to issue 50,000,000 shares of no par value Class
"B" shares. The Company gave authority to its Board of Directors to issue such
"B" stock in one or more series, and to fix the number of shares in each
series, and
all designations, relative rights, preferences and limitations of the stock
issued in
each series. As of April 13, 1994, the Board f Directors had exercised the
authority
granted.
7. CONTINGENCIES :
The Company is not involved in any legal proceeding which is considered to
be ordinary routine litigation incident to its business.
8. TAXES :
The Company has not filed a federal income tax return because there are no
earnings to eport.
9. The Secretary of the State of Colorado Corporation Office approved the
following on June 6, 1996:
a.) The name Grand American International Corporation be changed to
Continental Wellness Casinos, Inc.
<PAGE> 15
B.) The authorized capital stock, common shares Class "A" of the Company
be increased from
100,000,000 shares to 500,000,000 shares with a $0.003 par value per share.
10. ACQUISITION OF THE MAXIM HOTEL AND CASINO LAS VEGAS,
NEVADA
The Company is in the process of concluding the purchase of the Maxim
Hotel and Casino Las Vegas, Nevada, an 800 room hotel and casino
.
11. THE INCREASE OF THE ISSUED AND OUTSTANDING CLASS "A"
COMMON SHARES
The Company on December 6, 1995 by Company Resolution approved the
issuance of 47,958,512 common "A" shares to pay the mining exploration cost of
$3,252,669 that was paid by the Grand American Bank Trust.
The Grand American Bank Trust could not accept the shares until a legal
opinion is given by the Regulators.
The Legal opinion was given on February 15, 1996 and the 47,958,512 class
"A' shares were issued to Grand American Bank Trust in April 1996 by American
Securities Transfer, Inc., transfer agent. The Company by Certificate of
Resolution
that was approved on March 22, 1996 issued 3,266,960 class "A " Restricted
common shares to Joseph Witzman in payment of the Company's obligation to him
of $180,953.75
.
The outstanding shares in 1996 of 90,028,877 and 38,803,405 in 1995 consist
of :
</TABLE>
<TABLE> 9
<S> <C>
<C>
Balance 1/31/94 21,803,405
Issued to Grand American Bank Trust 17,000,000
Balance 10/31/95 38,803,405
Issued to Grand American Bank Trust 47,958,512
Issued to Joseph Witzman 3,266,960
Balance 10/31/96 90,028,877
12. LOANS PAYABLE - This represents the amount owing to Dolores M. Kelly,
Successor Trustee of the
Kelly Family Exemption, UDT dated January 19, 1984, due January 1, 1997,
and personally guaranteed
by Fred Cruz, President of Continental Wellness Casinos, Inc. (Formerly
Grand American International
Corporation)
5
<PAGE> 16
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT AND REPORTS
(a) The following documents are filed as part of this report.
1. Financial Statement and Supplimentary Dara. PAGE
Independent Auditor's Report F-1
Grand American International Corporation
Financial Statements :
Balance sheets as of January 31, 1994 and 1993 F-2
Notes of Financial Statement, two years ended January
31, 1994 and 1993. F-3
2. EXHIBITS
2.01 Geological Reports of the mining properties proven
The reserves used in the Financial Statements.
2.03 The NDS Bonded Warehouse Receipt for gold in storage.
(b) Reports on Form 8-K
1. Amendment No. 2, dated March 6, 1996
2. Amendment No. 3, dated July 23, 1996
3. Amendment No. 4, dated July 25, 1996
10
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the
undersigned, thereunto, duly authorized,
CONTINENTAL WELLNESS CASINOS, INC.
By: (S) FRED CRUZ, By:(S)
BASIL COSTIN
FRED CRUZ, M.D.
BASIL COSTIN
Chairman of the Board
Secretary
Chief Executive Officer
Dated: December 22, 1996
Pursuant in the requirements of the Securities Exchange Act of 1934, this
report has
been signed below by the following persons on behalf of the registrant and in
the
capacities and on the date indicated.
Signature Title Date
(S) FRED CRUZ Chairman of the Board
December 22, 1996
Fred Cruz, M.D.,
Chief Executive Officer
(S) BASIL COSTIN Secretary
December 22, 1996
Basil Costin
Secretary
<PAGE> 17
GEOLOGIC EVALUATION OF GOLD CLAIMS
IN
PLUMAS COUNTY, CALIFORNIA
<PAGE> 18
Stickel & Associates
P.O. Box 91, Tustin, Calif. 92681
(714) 751-4742
May 14, 1985
Minerals Mining and Energy Corp.
7750 El Camino Real, Suite K
Rancho La Costa, Ca. 92008
Attention: Stewart Douglas, President
Subject: Review of Literature and Inspection of Gold Claims in Plumas
County, California, Blackhawk, Alan, MMC and Dean Lode
Claims
Consisting of 750 Acres.
References; 1) Geology of the Pulga and Bucks Lake Quadrangles, Butte and
Plumas Counties
California, USGS Prof. Paper 731, date 1973.
2) Examination and Sampling of the Blackhawk and Section 13
Claims, Plumas
County, California, by Wm. H. Bird, dated June 1, 1976.
3) Bucks Lake Quandrangle, Map, USGS, 1:62,500, date 1950.
Gentlemen :
This letter presents our present geological engineering evaluation of the
subject gold
and silver claims that are located in Plumas County, California.
We visited and inspected the property on April 19, and 20, 1985. The property
consists of approximately 750 acres of lode claims with a reported overlying of
a few
placer claims. The properties lie about 5 and 11 miles directly west of Quincy
on the
Bucks Lake Road.
The claims are named Blackhawk, Alan, MMC, and Dean. The Blackhawk, Alan
and MMC claims lie in Sections 21, 22, and 27 of T24N, R8E. The Dean claims lie
in the northwest corner of Section 13, T24N, R8E.
Consultants In Applied Geology, Geophysics and Engineering
<PAGE> 19
Letter Report
MM & E Corporation
May 14, 1985
Page 2
GEOLOGY
These claims lie along the southwest and northwest borders of a northwest
trending
zone or band of highly fractured peridotite altered to serpentine. Broad fault
zones
bound the peridotite bodies or bands and there are no indications of heat
alteration.
There has been no production from hard rock mining, however, significant placer
hydraulicking and sluicing has occurred. The placer deposits occurr in two
periods
of erosion, the Present and the Tertiary. Although, concentrations of gold have
only
been found in the Blackhawk and Dean claims, it does occur scattered throughout
the peridotite.
PRESENCE OF GOLD AND SILVER
Reference 2 indicates that there is a conservative 10,000,000 tons of hard rock
ore
reserves. Rock chip and channel samples were obtained from 10 to 50 foot
sections
of road cuts and outcrops on these claims and it is reported "consistently
assayed
high in gold (AU) ." The highest gold value was 2.80 oz/ton, however, the
overall
average was .7 oz/ton. Silver (Ag) ranged from a trace to 2.62 oz/ton. These
values
varied greatly, depending upon the freshness of the outcrop. Assays also
indicated
the presence of platinoid metals.
Total amount of gold and silver in these claims is 7,000,000 oz. Of gold and
19,000,000 oz. Of silver. These figures were compiled from data presented in
Reference 2.
It is reported that during the summer of 1983, approximately $30,000 worth of
placer gold was dredged from one of the creeks flowing through the Blackhawk
claims. This gold was dredged from an area of the creek about 100 yards long.
Stickel & Associates warrant that our services are performed, within the limits
prescribed by our clients, with the usual thoroughness and competence of the
geological engineering profession. No other warranty or representation, either
expressed or implied, is included or intended in our proposals or eports or
contracts.
<PAGE> 20
Letter Report
MM & E Corporation
May 14, 1985
Page 3
We appreciate the opportunity of presenting this report. If you have any
questions,
please contact this office.
Very truly yours,
STICKEL & ASSOCIATES
(S) J.F. STICKEL
J. F. STICKEL, RG 2999
JFS/ hr
April 25,
1986
It is our opinion that the described and proven "indicated" ore reserves are
based
on data as described above.
STICKEL &ASSOCIATES
(S) J.F. STICKEL
J.F. STICKEL, RG 2999
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