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, 1999
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[] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission File Number 33-55254-37
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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.)
FIVE 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 [ ] Yes [X] 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 December 31, 1999
- ------------------------------------ -----------------------------------
$.001 par value Class A Common Stock 16,379,200 shares
1
<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, 1999, are not necessarily indicative of the results that
can be expected for the year ending December 31, 1999.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, the Company had $16,256 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 and selling bingo
equipment.
Net loss was $(21,404) for the three months ended March 31, 1999 compared
with net loss of $(139,126) for the same period in 1998. The Company was able to
reduce its general and administrative expenses substantially in 1999 compared to
1998 which reduced the 1999 loss substantially.
Net revenue was $159,850 for the three months ended March 31, 1999 compared
with $196,673 for the same period in 1998 for a decrease of 19%. The decrease in
revenues is attributed to the decision by the Company to place less emphasis on
the bingo operations and concentrate on selling bingo equipment. Cost of sales
for the three months ended March 31, 1999 were $13,626 compared to $44,858 for
the same period in 1998 for a decrease of 70%.
General and administrative expenses were $160,883 for the three months
ended March 31, 1999 compared to $277,414 for the same period in 1998 for a
decrease of 42%. Depreciation and amortization expense was $5,188 for the three
months ended March 31, 1999 compared to $6,347 for the same period in 1998 for a
decrease of 18%. Interest expense for the three months ended March 31, 1999 was
$1,557 compared to $7,180 for the same period in 1998 for a decrease of 78%.
2
<PAGE>
During the three months ended March 31, 1998 the Company issued 135,000
shares of its common stock for services valued at $118,296.
For the three months ended March 31, 1999 the Company had a net loss of $0
and its subsidiary had a net loss of $(21,404) for a consolidated net loss of
$(21,404).
For the three months ended March 31, 1998 the Company had a net loss of
$(123,477) and its subsidiary had a net loss of $(15,649) for consolidated net
loss of $(139,126).
At March 31, 1999 the Company's assets were $0 and the subsidiary's assets
were $269,202 for total consolidated assets of $269,202. Liabilities at March
31, 1999 were $499,216 for the Company and $436,282 for the subsidiary for total
consolidated liabilities of $935,498.
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, 1999
(b) Reports on Form 8-K
None
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: February 21, 2000 /s/
George C. Zilba, President and Director
3
<PAGE>
NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------------ -----------------
ASSETS (Unaudited) (Audited)
CURRENT ASSETS
<S> <C> <C>
Cash $ 16,256 $ 15,721
Receivable from employees 5,000 5,000
Prepaid expenses 7,445 12,845
Inventory 155,829 155,139
------------------ -----------------
TOTAL CURRENT ASSETS 184,530 188,705
PROPERTY AND EQUIPMENT 62,849 68,037
OTHER ASSETS
Security deposits 6,552 11,952
Accounts receivable 15,271 15,271
------------------ -----------------
$ 269,202 $ 283,965
================== =================
LIABILITIES & (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 32,471 $ 81,266
Bridge loans 259,000 259,000
Current portion of long-term debt 63,262 13,509
Demand loans payable - related parties 309,826 309,858
Accrued expenses 74,705 75,311
Accrued expenses - related parties 129,500 119,750
------------------ -----------------
TOTAL CURRENT LIABILITIES 868,764 858,694
LONG-TERM DEBT 66,734 70,163
------------------ -----------------
TOTAL LIABILITIES 935,498 928,857
STOCKHOLDERS' (DEFICIT)
Common Stock $.001 par value:
Authorized - 25,000,000 shares
Issued and outstanding 16,129,700 shares (16,129,700
in 1998) 16,130 16,130
Additional paid-in capital 1,606,773 1,606,773
Deficit accumulated during the development stage (2,289,199) (2,267,795)
------------------ -----------------
TOTAL STOCKHOLDERS' DEFICIT (666,296) (644,892)
------------------ -----------------
$ 269,202 $ 283,965
================== =================
</TABLE>
F-1
<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)
1999 1998 to 3/31/99
------------- ------------- -----------------
<S> <C> <C> <C>
Net Sales $ 159,850 $ 196,673 $ 3,349,208
Cost of sales 13,626 44,858 906,346
------------- ------------- -----------------
GROSS PROFIT 146,224 151,815 2,442,862
General and Administrative expenses 160,883 277,414 4,151,917
Depreciation and amortization 5,188 6,347 125,592
Interest expense 1,557 7,180 107,295
------------- ------------- -----------------
167,628 290,941 4,384,804
------------- ------------- -----------------
NET INCOME (LOSS) BEFORE OTHER (21,404) (139,126) (1,941,942)
Termination of facility lease 0 0 (154,604)
Joint venture loss 0 0 (152,515)
Loss on equipment disposal 0 0 (40,138)
------------- ------------- -----------------
0 0 (347,257)
------------- ------------- -----------------
NET INCOME (LOSS)
BEFORE INCOME TAXES (21,404) (139,126) (2,289,199)
INCOME TAX (BENEFIT) 0 0 0
------------- ------------- -----------------
NET INCOME (LOSS) $ (21,404) $ (139,126) $ (2,289,199)
============= ============= =================
Net income (loss) per weighted average share $ (.00) $ (.01)
============== =============
Weighted average number of common shares used to
compute net income (loss) per weighted average share 16,129,700 14,362,357
============= =============
</TABLE>
F-2
<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)
1999 1998 to 3/31/99
------------------ ----------------- ----------------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net income (loss) $ (21,404) $ (139,126) $ (2,289,199)
Adjustments to reconcile net income (loss) to cash
provided (used) by operating activities:
Net book value of terminated lease 0 0 154,604
Book value of disposed assets 0 0 40,138
Joint venture loss non-cash 0 0 152,515
Stock issued for services and expenses 0 118,296 1,189,540
Depreciation & amortization 5,188 6,347 138,828
Changes in assets and liabilities:
Inventory (690) 177 (155,829)
Accounts receivable 0 0 (20,271)
Prepaid expenses 5,400 (211) (7,445)
Accounts payable (48,795) (14,219) 32,471
Accrued expenses 9,144 6,914 199,206
------------------ ----------------- ----------------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (51,157) (21,822) (565,442)
INVESTING ACTIVITIES
Purchase of property and equipment 0 0 (275,467)
Security deposits 5,400 0 (6,552)
Investment in joint venture 0 0 (152,515)
------------------ ----------------- ----------------
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES 5,400 0 (434,534)
FINANCING ACTIVITIES
Proceeds from sale of common stock 0 5,000 324,263
Loan proceeds 48,000 30,459 727,185
Loan repayments (1,708) (1,111) (35,216)
------------------ ----------------- ----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 46,292 34,348 1,016,232
------------------ ----------------- ----------------
INCREASE IN CASH
AND CASH EQUIVALENTS 535 12,526 16,256
Cash and cash equivalents at beginning of period 15,721 8,985 0
------------------ ----------------- ----------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 16,256 $ 21,511 $ 16,256
================== ================= ================
SUPPLEMENTAL INFORMATION Cash paid for:
Interest $ 1,557 $ 240 $ 37,563
================== ================= ================
</TABLE>
F-3
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from Noram Gaming and Entertainment, Inc.
and Subsidiary March 31, 1999 financial statements
and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000894555
<NAME> Noram Gaming and Entertainment, Inc.
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1.00
<CASH> 16,256
<SECURITIES> 0
<RECEIVABLES> 5,000
<ALLOWANCES> 0
<INVENTORY> 155,829
<CURRENT-ASSETS> 184,530
<PP&E> 196,282
<DEPRECIATION> 133,433
<TOTAL-ASSETS> 269,202
<CURRENT-LIABILITIES> 868,764
<BONDS> 0
0
0
<COMMON> 16,130
<OTHER-SE> (682,426)
<TOTAL-LIABILITY-AND-EQUITY> 269,202
<SALES> 159,850
<TOTAL-REVENUES> 159,850
<CGS> 13,626
<TOTAL-COSTS> 13,626
<OTHER-EXPENSES> 167,628
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,557
<INCOME-PRETAX> (21,404)
<INCOME-TAX> 0
<INCOME-CONTINUING> (21,404)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (21,404)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>