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, 1997
[ ] 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 Small Business Issuer 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)
Issuer's telephone number, including area code: (419) 255-1515
Indicate by a check mark whether the issuer (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 issuer was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days [X] Yes [] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of April 11, 1997
- ------------------------------------ ------------------------------------
$.001 par value Class A Common Stock 13,628,500 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 three
months ended March 31, 1997, are not necessarily indicative of the results that
can be expected for the year ending December 31, 1997.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1997, the Company had $144,167 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 loss was $(504,661) for the three months ended March 31, 1997 compared
with net income of $23,423 for the same period in 1996. All increases in
revenues and cost of sales for 1997 can be attributed to the fact that the
Company had more facilities in operation than in 1996. Net revenue was $334,912
for the three months ended March 31, 1997 compared with $219,135 for the same
period in 1996 for an increase of 53%. Cost of sales for the three months ended
March 31, 1997 were $61,574 compared to $47,202 for the same period in 1996 for
an increase of 30%.
General and administrative expenses were $206,409 for the three months
ended March 31, 1997 compared to $132,079 for the same period in 1996 for an
increase of 56%. Depreciation and amortization expense was $7,722 for the three
months ended March 31, 1997 compared to $11,008 for the same period in 1996 for
a decrease of 30%. Interest expense for the three months ended March 31, 1997
was $4,300 compared to $5,423 for the same period in 1996 for a decrease of 10%.
<PAGE>
During the three months ended March 31, 1997 the Company issued 938,500
shares of its common stock for consulting services valued at $558,968 in
connection with the development of new overseas markets for the Company's
services.
For the three months ended March 31, 1997 the Company had a net loss of
$(574,646) and its subsidiary had net income of $69,985 for consolidated net
loss of $(504,661). For the three months ended March 31, 1996 the entire net
income of $23,423 belonged to the subsidiary.
At March 31, 1997 the Company's assets were $8,195 and the subsidiary's
assets were $291,655 for total consolidated assets of $299,850. Liabilities at
March 31, 1997 were $337,557 for the Company and $187,562 for the subsidiary for
total consolidated liabilities of $525,119.
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, 1997
(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 15, 1997 /S/ George C. Zilba
------------------------- -------------------
George C. Zilba, President and Director
<PAGE>
NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31,
1997
----------------------
ASSETS
CURRENT ASSETS
<S> <C>
Cash $ 144,167
Prepaid expenses 16,867
Inventory 16,412
----------------------
TOTAL CURRENT ASSETS 177,446
PROPERTY AND EQUIPMENT 115,852
OTHER ASSETS
Security deposits 6,552
----------------------
$ 299,850
======================
LIABILITIES & (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 23,022
Bridge loans 215,000
Current portion of long-term debt 4,181
Accrued expenses 40,234
Accrued expenses - related parties 191,400
----------------------
TOTAL CURRENT LIABILITIES 473,837
LONG-TERM DEBT 51,282
TOTAL LIABILITIES 525,119
STOCKHOLDERS' (DEFICIT) Common Stock $.001 par value:
Authorized - 25,000,000 shares
Issued and outstanding 13,578,500 shares 13,578
Additional paid-in capital 733,593
Deficit accumulated during the development stage (972,440)
-----------------------
TOTAL STOCKHOLDERS' DEFICIT (225,269)
----------------------
$ 299,850
======================
</TABLE>
<PAGE>
NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
3/14/90
Three months ended (Date of
March 31, inception)
1997 1996 to 3/31/97
------------- ------------- -----------------
<S> <C> <C> <C>
Net Sales $ 334,912 $ 219,135 $ 1,942,128
Cost of sales 61,574 47,202 553,982
------------- ------------- -----------------
GROSS PROFIT 273,338 171,933 1,388,146
General and Administrative expenses 206,409 132,079 1,595,682
Depreciation and amortization 7,722 11,008 71,464
Interest expense 4,900 5,423 59,868
------------- ------------- -----------------
219,031 148,510 1,727,014
------------- ------------- -----------------
NET INCOME (LOSS) BEFORE OTHER 54,307 23,423 (338,868)
Stock issued for consulting services (558,968) 0 (558,968)
Termination of facility lease 0 0 (74,604)
------------- ------------- -----------------
NET INCOME (LOSS)
BEFORE INCOME TAXES (504,661) 23,423 (972,440)
INCOME TAX (BENEFIT) 0 0 0
------------- ------------- -----------------
NET INCOME (LOSS) $ (504,661) $ 23,423 $ (972,440)
============== ============= ==================
Net income (loss) per weighted average share $ (.04) $ .00
============== =============
Weighted average number of common shares used to
compute net income (loss) per weighted average share 13,124,483 12,500,000
============= =============
</TABLE>
<PAGE>
NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional Stock During
Par Value $.001 Paid-in Subscription Development
Shares Amount Capital Receivable Stage
------------- ------------- ----------------- ----------------- ------------------
<S> <C> <C> <C> <C> <C>
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
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)
Issuance of common stock (restricted)
at $.001 per share for services at
7/9/96 140,000 140
Net loss for year (128,977)
------------- ------------- ----------------- ----------------- ------------------
Balances at 12/31/96 12,640,000 12,640 175,563 0 (467,779)
Issuance of common stock at $.50
per share for services at 1/27/97 460,000 460 229,540
Issuance of common stock at $.6875
per share for services at 3/19/97 478,500 478 328,490
Net loss for period (504,661)
------------- ------------- ----------------- ----------------- ------------------
Balances at 3/31/97 13,578,500 $ 13,578 $ 733,593 $ 0 $ (972,440)
============= ============= ================= ================= ===================
</TABLE>
* Transaction actually occurred July 10, 1995 but is reflected earlier under
the pooling-of-interests method of accounting.
<PAGE>
NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
3/14/90
Three months ended (Date of
March 31, inception)
1997 1996 to 3/31/97
------------------ ----------------- ----------------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net income (loss) $ (504,661) $ 23,423 $ (972,440)
Adjustments to reconcile net income (loss) to cash
provided (used) by operating activities:
Net book value of terminated lease 0 0 69,605
Stock issued for services and expenses 558,968 0 559,108
Depreciation & amortization 7,722 11,008 84,700
Changes in assets and liabilities:
Inventory 5,143 1,100 (16,412)
Prepaid expenses (6,110) (18,216) (16,867)
Accounts payable (4,724) (24,553) 23,022
Accrued expenses (1,142) 19,351 231,634
------------------- ----------------- ----------------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 55,196 12,113 (37,650)
INVESTING ACTIVITIES
Purchase of property and equipment (3,100) (5,070) (234,204)
Security deposits 0 0 (6,552)
------------------ ----------------- -----------------
NET CASH USED BY
INVESTING ACTIVITIES (3,100) (5,070) (240,756)
FINANCING ACTIVITIES
Proceeds from sale of common stock 0 0 188,063
Loan proceeds 44,000 5,000 259,000
Loan repayments (1,007) (911) (24,490)
------------------- ------------------ -----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 42,993 4,089 422,573
------------------ ----------------- ----------------
INCREASE IN CASH
AND CASH EQUIVALENTS 95,089 11,132 144,167
Cash and cash equivalents at beginning of period 49,078 25,517 0
------------------ ----------------- ----------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 144,167 $ 36,649 $ 144,167
================== ================= ================
SUPPLEMENTAL INFORMATION Cash paid for:
Interest $ 304 $ 1,223 $ 31,785
================== ================= ================
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains financial information extracted from Noram
Gaming and Entertainment, Inc. and Subsidiary March 31, 1997 financial
statements and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000894555
<NAME> Noram Gaming & Entertainment Inc.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 144,167
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 16,412
<CURRENT-ASSETS> 177,446
<PP&E> 195,157
<DEPRECIATION> (79,305)
<TOTAL-ASSETS> 299,850
<CURRENT-LIABILITIES> 473,837
<BONDS> 0
0
0
<COMMON> 13,578
<OTHER-SE> (238,847)
<TOTAL-LIABILITY-AND-EQUITY> 299,850
<SALES> 334,912
<TOTAL-REVENUES> 334,912
<CGS> 61,574
<TOTAL-COSTS> 61,574
<OTHER-EXPENSES> 777,999
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,900
<INCOME-PRETAX> (504,661)
<INCOME-TAX> 0
<INCOME-CONTINUING> 54,307
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (504,661)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>