<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1996
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number 33-55254-37
NORAM GAMING AND ENTERTAINMENT, INC.
--------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 87-0485316
- - -------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation ) Identification No.)
THREE CANTON SQUARE
TOLEDO, OHIO 43624
- - --------------------------------------- ------------------
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code (419) 255-1515
Indicate by a 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 the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Outstanding as of
Class May 10, 1996
- - ------------------------------------------- --------------------
$.001 par value Class A Common Stock 12,500,000 shares
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BASIS OF PRESENTATION
General
The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and,
therefore, do not include all information and footnotes necessary for
a complete presentation of financial position, results of operations,
cash flows, and stockholders' deficit in conformity with generally
accepted accounting principles. In the opinion of management, all
adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and
all such adjustments are of a normal recurring nature. Operating
results for the quarter ended March 31, 1996, are not necessarily
indicative of the results that can be expected for the year ending
December 31, 1996.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1996, the Company had $36,649 cash in the bank.
There is no certainty that the Company can meet its current financial
commitments.
The Company is a development stage Company engaged in the leasing
of facilities to charities that conduct bingo operations.
Net income was $23,423 for the three months ended March 31, 1996
compared with $4,497 for the same period in 1995 for an increase of
$18,926 (421%). All increases in revenues, cost of sales and expenses
can be attributed to the fact that the Company had more facilities in
operation than in 1995.
Net revenue was $219,135 for the three months ended March 31,
1996 compared with $94,989 for March 31, 1995 for an increase of
$124,146 (131%). Cost of sales for the three months ended March 31,
1996 were $47,202 compared to $32,041 for 1995 for an increase of
$15,161 (47%).
General and administrative expenses were $132,079 for the three
months ended March 31, 1996 compared to $54,618 for 1995 for an
increase of $77,461 (142%). Depreciation and amortization expense was
<PAGE>
$11,008 for the three months ended March 31, 1996 compared to $2,867
at 1995 for an increase of $8,141 (284%). Interest expense for the
three months ended March 31, 1996 was $5,423 compared to $178 for 1995
for an increase of $5,245 (2,946%).
For the three months ended March 31, 1996 the Company had a net
loss of $5,080 and its subsidiary had net income of $28,503 for
consolidated net income of $23,423. For the three months ended March
31, 1995 the entire net income of $4,497 belonged to the subsidiary.
At March 31, 1996 the Company's assets were $2,026 and the
subsidiary's assets were $282,361 for total consolidated assets of
$284,387. Liabilities at March 31, 1996 were $265,987 for the Company
and $145,716 for the subsidiary for total consolidated liabilities of
$411,703.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule
99-1 Financial Statements as of March 31, 1996
(b) Reports on Form 8-K
None
<PAGE>
SIGNATURES
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.
NORAM GAMING AND ENTERTAINMENT, INC.
DATED: May 22, 1996 /s-------------------------------------
George C. Zilba, President and Director
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NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
(A Development Stage Company)
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET (Unaudited)
<S> <C>
March 31,
1996
--------------
ASSETS
CURRENT ASSETS
Cash $ 36,649
Prepaid expenses 18,216
Inventory 6,000
--------------
TOTAL CURRENT ASSETS 60,865
PROPERTY AND EQUIPMENT 216,970
OTHER ASSETS
Security deposits 6,552
--------------
$ 284,387
==============
LIABILITIES & (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 28,204
Bridge loans 215,000
Current portion of long-term debt 3,880
Accrued expenses 13,456
Accrued expenses - related parties 139,700
--------------
TOTAL CURRENT LIABILITIES 400,240
LONG-TERM DEBT 11,463
--------------
TOTAL LIABILITIES 411,703
STOCKHOLDERS' (DEFICIT)
Common Stock $.001 par value:
Authorized - 25,000,000 shares
Issued and outstanding
12,500,000 shares 12,500
Additional paid-in capital 175,563
Deficit accumulated during the
development stage (315,379)
--------------
TOTAL STOCKHOLDERS' DEFICIT (127,316)
--------------
$ 284,387
==============
<PAGE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<S> <C> <C>
3/14/90
Three months ended (Date of
March 31, inception)
<S> <C> <C> <C>
1996 1995 to 3/31/96
----------- ----------- ----------
Net Sales $ 219,135 $ 94,989 $ 971,438
Cost of sales 47,202 32,041 331,907
----------- ----------- ----------
GROSS PROFIT 171,933 62,948 639,531
General and Administrative
expenses 132,079 54,618 866,513
Depreciation and amortization 11,008 2,867 46,637
Interest expense 5,423 178 41,760
----------- ----------- ----------
148,510 57,663 954,910
----------- ----------- ----------
NET INCOME (LOSS)
BEFORE INCOME TAXES 23,423 5,285 (315,379)
INCOME TAXES - 0 - 788 - 0 -
----------- ----------- ----------
NET INCOME (LOSS) $ 23,423 $ 4,497 $(315,379)
=========== =========== ==========
Net income (loss) per weighted
average share $ .00 $ .00
=========== ===========
Weighted average number of
common shares used to
compute net income (loss)
per weighted average share 12,500,000 11,000,000
=========== ===========
<CAPTION>
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited)
<S> <C> <C> <C> <C>
Deficit
Accumulated
Common Stock Additional Stock During
Par Value $.001 Paid-in Subscription Development
<S> <C> <C> <C> <C> <C>
Shares Amount Capital Receivable Stage
----------- ----------- ------------- ------------- -------------
Balances at 3/14/90
(Date of inception) - 0 - $ - 0 - $ - 0 - $ - 0 - $ - 0 -
Issuance of common
stock (restricted)
at $.001 per share
at 3/14/90 1,000,000 1,000 (1,000)
Net income for period - 0 -
----------- ----------- ------------- ------------- -------------
Balances at 12/31/90 1,000,000 1,000 - 0 - (1,000) - 0 -
Cash received for
stock subscription 1,000
Net loss for year (1,000)
----------- ----------- ------------- ------------- -------------
Balances at 12/31/91 1,000,000 1,000 - 0 - - 0 - (1,000)
Net income for year - 0 -
----------- ----------- ------------- ------------- -------------
Balances at 12/31/92 1,000,000 1,000 - 0 - - 0 - (1,000)
Net income for year - 0 -
----------- ----------- ------------- ------------- -------------
Balances at 12/31/93 1,000,000 1,000 - 0 - - 0 - (1,000)
Issuance of common
stock (restricted)
for subsidiary at
$.001 per share* 10,000,000 10,000 27,063
<PAGE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Continued) (Unaudited)
<S> <C> <C> <C> <C>
Deficit
Accumulated
Common Stock Additional Stock During
Par Value $.001 Paid-in Subscription Development
<S> <C> <C> <C> <C> <C>
Shares Amount Capital Receivable Stage
----------- ----------- ------------- ------------- -------------
Net income for year $ $ $ $ 9,537
----------- ----------- ------------- ------------- -------------
Balances at 12/31/94 11,000,000 11,000 27,063 - 0 - 8,537
Sale of common stock
(Regulation S) at
$.10 per share at
8/30/95 1,500,000 1,500 148,500
Net loss for year (347,339)
----------- ----------- ------------- ------------- -------------
Balances at 12/31/95 12,500,000 12,500 175,563 - 0 - (338,802)
Net income for quarter 23,423
----------- ----------- ------------- ------------- -------------
Balances at 3/31/96 12,500,000 $ 12,500 $ 175,563 $ - 0 - $ (315,379)
=========== =========== ============= ============= =============
* Transaction actually occurred July 10, 1995 but is reflected earlier under the pooling-of-
interests method of accounting.
<PAGE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<S> <C> <C>
3/14/90
Three months ended (Date of
March 31, inception)
<S> <C> <C> <C>
1996 1995 to 3/31/96
----------- ----------- ----------
OPERATING ACTIVITIES
Net income (loss) $ 23,423 $ 4,497 $(315,379)
Adjustments to reconcile net
income (loss) to cash
provided (used) by operating
activities:
Depreciation & amortization11,008 2,867 46,637
Changes in assets and
liabilities:
Inventory 1,100 177 (6,000)
Prepaid expenses (18,216) - 0 - (18,216)
Accounts payable (24,553) 975 28,204
Accrued expenses 19,351 788 153,156
----------- ----------- ----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 12,113 9,304 (111,598)
INVESTING ACTIVITIES
Purchase of property and
equipment (5,070) (1,594) (227,654)
Security deposits - 0 - - 0 - (6,552)
----------- ----------- ----------
NET CASH USED BY
INVESTING ACTIVITIES (5,070) (1,594) (234,206)
<PAGE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited)
<S> <C> <C>
3/14/90
Three months ended (Date of
March 31, inception)
<S> <C> <C> <C>
1996 1995 to 3/31/96
----------- ----------- ----------
FINANCING ACTIVITIES
Proceeds from sale of common
stock $ - 0 - $ - 0 - $ 188,063
Loan proceeds 5,000 - 0 - 215,000
Loan repayments (911) (1,263) (20,610)
----------- ----------- ----------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 4,089 (1,263) 382,453
----------- ----------- ----------
INCREASE IN CASH
AND CASH EQUIVALENTS 11,132 6,447 36,649
Cash and cash equivalents at
beginning of year 25,517 21,141 - 0 -
----------- ----------- ----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 36,649 $ 27,588 $ 36,649
=========== =========== ==========
SUPPLEMENTAL INFORMATION
Cash paid for:
Interest $ 1,223 178 $ 31,173
=========== =========== ==========
During 1995, the Company's subsidiary financed a van in the amount of
$17,143 and in 1994 financed an automobile in the amount of $18,810.
</TABLE>
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[ARTICLE] 5
[LEGEND]
This schedule contains summary financial information extracted from
Noram Gaming and Entertainment, Inc. and Subsidiary March 31, 1996
financial statements and is qualified in its entirety by reference to
such financial statements
[/LEGEND]
<TABLE>
<S> <C>
<PERIOD-TYPE) 3-MOS
[FISCAL-YEAR-END] DEC-31-1996
[PERIOD-END] MAR-31-1996
[CASH] 36,649
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 6,000
[CURRENT-ASSETS] 60,865
[PP&E] 263,607
[DEPRECIATION] (46,637)
[TOTAL-ASSETS] 284,387
[CURRENT-LIABILITIES] 400,240
[BONDS] 0
[COMMON] 12,500
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] (139,816)
[TOTAL-LIABILITY-AND-EQUITY] 284,387
[SALES] 219,135
[TOTAL-REVENUES] 219,135
[CGS] 47,202
[TOTAL-COSTS] 190,289
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 5,423
[INCOME-PRETAX] 23,423
[INCOME-TAX] 0
[INCOME-CONTINUING] 23,423
<DISCOUNTED> 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 23,423
[EPS-PRIMARY] 0.00
[EPS-DILUTED] 0.00
</TABLE>
