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
December 31, 1997
___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 TRUST
(Exact name of registrant as specified in its charter)
_______________COLORADO_________________________
(State or jurisdiction of incorporation)
2205 Purple Majesty Court, Las Vegas, Nevada 891l7-2747
(Address of principal executive offices)
84-0687501
(IRS EMPLOYER Identification Number)
Registrant's telephone number, including area code: (702) 240-4408
2
Securities Registered Pursuant to Section 12 (b) of the Act;
Name of each exchange on which registered NONE
Title of each class
Securities Registered Pursuant to Section 12 (g) of the Act:
Equity Stock, $.003 par value (Class "A") No Par Value (Class "B")
(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 registrants knowledge, in definitive proxy or
information statements incorporated by reference in PART III of this
Form- lO-K.
The aggregate market value of the voting stock held by non-affiliated
of the Registrant is none, 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 December 31, 1997
was 90,250,877 (Class "A") and 5,266,960 (Class "B"). Documents
Incorporated by Reference
See Exhibit Index3
ITEM 1. BUSINESS
Continental Wellness Casinos Trust was incorporated in Colorado in
October 22, 1974. In this report the term "The Company" refers to
continental 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, through the
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 Equity 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
low bid quotations for the company's common stock as reported. The reported
bid quotations reflect inter-dealer prices, without retail markup, markdown,
or commissions, and may not necessarily represent actual transactions.
5
CONTINENTAL WELLNESS CASINOS TRUST
SELECTED FINANCIAL DATA
(NOT COVERED BY INDEPENDENT AUDITOR'S REPORTS) [CAPTION]
<TABLE> 2
Year Ending December 31, 1997
l993 1994 1995 1996 1997
"Dollars in thousands, except per share) <CAPTION>
As of the end period:
<S><C> <C> <C> <C>
Total assets; $.00 $.00 $.00
$25,841 $2,178,186
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
$2,172,649
Book Value per
share $.00 $ .00 $ .00
$1.22 $24,073.67
CONTINENTAL
WELLNESS CASINOS TRUST
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations:
6
Summary of significant Accounting Policies Nature of the business - Continental
Wellness Casinos Trust, a Colorado organization 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 3g unpatented mine claims are located.
All assessment work has been done at the mines and all the exports 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 recover 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 purpose 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
CONTINENTAL WELLNESS CASINOS TRUST
ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
The Financial Statement and Supplementary data of continental Wellness
Casinos Trust are located in adjacent pages and are listed and included under
Item 14 Exhibits are incorporated herein by reference.
ITEM 9. There are no disagreements with accountants on accounting and
financial disclosures.
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
7
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 vacancies thereby created
have been filed.
As a result, the number of directors currently serving is seven.
The directors elect from their number the chairman 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., 75, is and has been since October l987, 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 assets.
DONAID 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 1984 to 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
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 Company. Handled over 300 cases including criminal,
divorce/ personal injury, probate,
8
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 Whois Who in American Law
(1st edition). Received a B.S. 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 l968.
BASIL COSTIN, 47, Secretary and Officer of the Company since November l996.
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 h
ational 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, l979,
in structural en
in Business Administration, Los Angeles Valley College, and an A.S.
degree in Science Applications from Los Angeles Technical College.
FRANK VARIOUS, 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 Nestin 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
on. 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, l975 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. Sp
oker/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.
ITEM II.
</TABLE>
<TABLE> 3
EXECUTIVE COMPENSATION
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.
CS>CC> CC> <C>
Name of Individual or Number in Group
Cash
None
Capacities in which served
Compensation during 1996
None
None
The Company pays no compensation to directors for services as a director.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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.
Name and Address of Beneficial Owner
Percent of Common stock
Grand American Bank Trust
60%
Amount and Nature of
Beneficial Ownership
Outstanding -$54,050,000 (Class "A")
Estate Trust Organization Geneva, Switzerland
<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>
Name of Beneficial Owner
None
Equity Stock
O %
<C>
Amount and Nature of of Beneficial Ownership Percent
Outstanding
O %
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
There are no certain relationships and related
transactions involving the Company.
CONTINENTAL WELLNESS CASINOS TRUST
A
REAL ESTATE INVESTMENT TRUST
AUDIT REPORT
DECEMBER 31, 1997 AND OCTOBER 31, 1996
INDEX
Page
Auditor's certificate 1
Balance sheets December 31, 1997 and
October 31, 1996 2
Statements of cash flows 3
Notes to financial statements 4-7
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Continental Wellness Casinos Trust
A Real Estate Investment Trust
Las Vegas, Nevada
I have audited the accompanying balance sheets of Continental Wellness
Casinos Trust A Real Estate Investment Trust as of December 31, 1997 and
October 31, 1996, and the related statement of cash flows for the year
ended December 31, 1997. 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 fi
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the balance sheets and statement of cash flows referred to
above present fairly, in all material respects, the financial position of
Continental Wellness Casinos Trust A Real Estate Investment Trust as of
December 31, 1997 and October 31, 1996, and the statement of cash flows
for the year ended December 31, 1997 in conformity with generally accepted
accounting principles.
S R. HIDALGO, Jr.
Certified Public Accountant
March 15, 1998
CONTINENTAL WELLNESS CASINOS TRUST
A
REAL ESTATE INVESTMENT TRUST
BALANCE SHEETS
December 31, 1997 and October 31, 1996
ASSETS
Gold in storage (Note 2)
Investment in stocks
Deferred charges and other assets (Note 3)
Deferred mining exploration costs
and Deferred operating expenses
Proven reserves (Note 5)
Gold
Silver
Total assets
Loans payable (Note 12)
STOCKHOLDERS' EQUITY
Common stock, Class "A" $0.003 par value
Authorized shares-500,000,000
Issued and outstanding-90,250,877 in
1997;
9O,028,877 in 1996
Common stock, Class "B" no par value, with a stated value of $1.00 per
share. Authorized shares-50,000,000 in 1997 and 1996
Issued and outstanding-5,266,960 in 1997 and 1996 Capital in excess of
par (Note 14)
Total Liabilities and Stockholders' equity
See accompanying notes to Financial Statements.
March 15, 1998
December 31, October 31,
1997 1996
(Dollars In Thousands)
$27,317 $27,317
0.175
5,534 3,365
2,032,380 2,665,600
112,955 91,580
$2,178,186 2,787,862
- 31
271 270
5,266 5,266
2,172,649 2,782,295
$ 2 787,862
CONTINENTAL WELLNESS CAS!NOS TRUST
A
REAL ESTATE INVESTMENT TRUST
Statement of Cash Flows
For the year ended, December 31, 1997
Cash and cash equivalents at beginning of year $ -
Cash flows from operating activities
Payment of accrued payroll (594)
Payments to suppliers (280)
Net cash provided by operating activities (874)
Cash flows from financing activities
Proceeds from sale of common stocks 1,480
Attorney's fees (100)
Commission to stock broker (486)
SEC fee (20)
Net cash flows from financing activities 874
Cash and cash equivalents at end of year $ -
See accompanying notes to Financial Statements March 15, 1998
CONTINENTAL WELLNESS CASINOS TRUST
A
REAL ESTATE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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 Quincv, Plumas County,
California, and is engaged in the 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.
2.
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.
GOLD IN STORAGE AT BONDED WAREHOUSE: On October 9, 1990, the Company
deposited at NDS, United States Customs Bonded Warehouse located at 19801
So. Santa Fe Ave., Rancho Dominguez, California, 90221, six (6) 55
gallon-drum containers of gold dust (powder form) 999.5 pure weighing
76,112 troy ounces with a value of S'7,316,600 based on the gold floor
price of $358.90 per troy ounce. The market values of gold per troy ounce
as of December 31, 1997 and October 31, 1996 are $290.34 and $380.80.
respectively. At
ge would carry fair market values of $22,098.358 in 1997 and $28,983,450
in 1996.
DEFERRED CHARGES AND OTHER ASSETS This consists of: Deferred Mining
Exploration Costs Deferred mining explorarion 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 obligation arising
thereto.
Deferred Operating Expenses
Related to additional sale of Common "A" shares
(See Statement of Cash Flows)
Prior years expenses
Total Operating Expenses
Total Deferred Charges and Other Assets
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. In On April 13,
1996, the Company issued shares of stocks valued at $3,252,669 to pay for
its obligation arising thereto.
4. RELATED PARTY TRANSACTIONS
Grand American Bank Trust owns approximately 60% ofthe Company's Class "A"
common stock as of December 31, 1997.
PROVEN GOLD AND SILVER RESERVE: The process of estimating mineral reserves
is very complex, requiring sign)ficant subjective decision in the evaluation
of 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.
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 sign)ficance 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
e, 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 December 31, 1997 and October 31, 1996 are
as follows:
12-31 -97 10-31 -96
(Dollars in Thousands)
Gold : 7,000,000 troy ounces
(~$290.34/troy ounce $2,032,380
~$380.80/troy ounce $2,665,600
Silver : 19,000,000 troy ounces
~$5.945/troy ounce 112,955
(~$4.82/troy ounce 91 580
.
$2,145-335 $2,757,180
6. STOCKHOLDERS' 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 Class ;'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 ofthe stock issued in each series.
As of April 13, 1994, the
Board of 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
report.
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.
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.ACQUISTION OF A HOTEL AND CASINO IN LAS VEGAS, NEVADA.
The Company is in the process of concluding the purchase of the Maxim Hotel
and Casino in
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 Gand 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 Urtzman in payment
of the Company's obligation to him of$180,953.75.
The outstanding shares in 1997 of 90,250,877 and 90,028,877 in 1996 consist
of:
Balance 1/31/94
Issued to Grand American Bank Trust
Balance 10/31t95
Issued to Grand American Bank Trust
Issued to Joseph Witzman
Balance 10/31/96
Issued under SEC Regulation "S"
Balance 10/31/97
6
21,803,405
17.000.000
38,803,405
47,958,512
3~266.960
90,028,877
222~000
90,250~877
12. LOANS PAYABLE-This represents the amount owing to Dolores M. Kelly
Successor
Trustee of the Kelly Family Exemption, UDT dated January l9, 1984, due
January l,
1997, and personally guaranteed by Fred Cruz, President of Continental
Wellness Casinos
(formerly Grand American International Corporation). This was paid in March,
1997
13. Unsecured and unrecorded personal loans of prior years were paid for the
year ended,
December 31, 1997. These accounts were charged to Deferred Charges and Other
Assets.
14. CAPITAL IN EXCESS OF PAR
It is the excess of Total Assets over Liabilities and Common Stock "A" and
"B"
15. CHANGE OF NAME OF END OF ACCOUNTING YEAR
The Board of Directors adopted on December 22, 1997 the following
resolutions:
a) The name of the Company was changed to Continental Wellness
Casinos TrL;~,
A Real Estate Investment Trust
b) The accounting year was changed from October 31 December 31.
16. The October 31, 1996 balance sheet was per my audit report
7
CONTINENTAL WELLNESS CASINOS TRUST
REAL ESTATE INVESTMENT TRUST
PROJECTED STATEMENT OF INCOME
FOR THE YEAR ENDED, DECEMBER 31, 1998
INDEX
Report on Projected Income Statement
Projected Income Statement
Page
To the Board of Directors and Stockholders
Continental Wellness Casinos Trust
A Real Estate Investment Trust
Las Vegas, Nevada
I have assembled, from information provided by management, the forecasted
statement of income for the year ended, December 31, 1998.
This projection is prepared for the acquisition of a hotel, casino and Life
Extension Program in Las Vegas, Nevada. This financial forecast omits the
summary of sign)ficant accounting policies. I have not compiled or examined
the forecast and express no assurance of any kind on it. Furthermore, there
will usually be differences between the forecasted and actual results
because events and circumstances frequently do not occur as expected, and
those differences may be material. I have no responsibility to upd
circumstances after the date of this report.
LUIS R. HIDALGO, Jr.
Certified Public Accountant
March 15, 1998
CONTINENTAL WELLNESS CASINOS TRUST
A
REAL ESTATE INVESTMENT TRUST
PROJECTED INCOME STATEMENT
For the year ended, December 31, 1993
INCOME:
Life Extension Membership Club
Hotel and Casino, Las Vegas, Nevada
Gold and Silver Mine Properties
Miscellaneous Income
Total Income EXPENSES:
Life Extension Membership Ciub
Hotel and Casino, Las Vegas, Nevada
Gold and Silver Mines Properties
Other Expenses
Total Expenses
Net Income
ITEM 14.
EXHIBITS, FINANCIAL STATEMENT AND REPQRTS
(a) The following documents are filed as part of this report.
1. Financial Statement and Supplementary Data.
Independent Auditor's Report
As of December 31j--1997 and 1996
Financial Statements
Balance sheets as of December 31, 1997 and 1996
Notes of Financial Statement, two years ended and 1996.
2. EXHIBITS
December 31, 1997
2.01 Geological Reports of the mining properties proven
The reserves used in the Financial Statements.
(b) Reports on Form 8-K
1. Amendment No. 7, dated March 26, 1998
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, "hereunto,
duly authorized,
CONTINENTAL WELLNESS CASINOS TRUST
By: (S) FRED CRUZ.
22
FRED CRUZ, M.D.
Chairman of the Board
Chief Executive Officer
By:(S) RICK ERIKSEN
RICK ERIKSEN
-Secretary
Chief Financial Officer
Dated: March 3O, 1998
er
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 March 30, 1998
Fred Cruz, M.D.,
Chief Executive Officer
(s) RICK ERIKSEN Secretary March 30, 1998
GEOLOGIC EVALUATION OF GOLD CLAIMS IN
PLUMAS COUNTY, CALIFORNIA
23
Stickel & Associates
May 14, 1985
(714) 751-4742
Minerals Mining and Energy Corp. 7750 El Camino Real, Suite K Rancho
La Costa, Ca. 92008
P.O. Box 91, Tustin, Calif. 92681
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 Quadrangle, 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 1ocated 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.
24
The claims are named Blackhawk, Alan, MMC, and Dean. The
Blackhawk,
Alan and MMC claims lie in Sections 21, 22, and 27 of T24N, ROE.
The Dean
claims lie in the northwest corner of Section 13, T24N, ROE.
Consultants In Applied Geology, Geophysics and Engineering
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. TherQ has been no production
from hard rock mining, however, significant placer hydraulicking and
sluicing has occurred. The placer deposits occur in two periods of
erosion, the Present and the Tertiary. Although, concentrations of
gold have only been found
s, 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
'iconsistently 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
2S
26
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 tharoughness and
competence of the geological engineering profession. No other warranty
or representation, either expressed or implied, is included or intended
in our proposals or exports or contracts.
Letter Report
MM & E Corporation
May 14, lg85
Page 3
We appreciate the opportunity of presenting this report. If you
have any
questions, please contact this office. -
Very truly yours r
Z7
STICKEL ~ ASSOCIATES
(S)
J.F. STICKEL
J. F. STICKEL, RG 299g
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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