-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TgQl6hRzW7K4hMgmm2BsBf81m9BL5GW5mq3XmFNc0a/Yc1USz2l8IF9wJLDKAWKT sYHfCY846DMoEOe5HZmWpg== 0001414905-08-000093.txt : 20080829 0001414905-08-000093.hdr.sgml : 20080829 20080829132005 ACCESSION NUMBER: 0001414905-08-000093 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080829 DATE AS OF CHANGE: 20080829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gamecorp Ltd. CENTRAL INDEX KEY: 0001040702 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29320 FILM NUMBER: 081048263 BUSINESS ADDRESS: STREET 1: 144 FRONT STREET WEST STREET 2: SUITE 700 CITY: TORONTO STATE: A6 ZIP: M5J 2L7 BUSINESS PHONE: 4162168659 MAIL ADDRESS: STREET 1: 144 FRONT STREET WEST STREET 2: SUITE 700 CITY: TORONTO STATE: A6 ZIP: M5J 2L7 FORMER COMPANY: FORMER CONFORMED NAME: EIGER TECHNOLOGY INC DATE OF NAME CHANGE: 20000118 FORMER COMPANY: FORMER CONFORMED NAME: ALEXA VENTURES INC DATE OF NAME CHANGE: 19970610 6-K 1 aug29_08form6-k.htm aug29_08form6-k.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of August, 2008
 
Commission File No. 0-29320
 
GAMECORP LTD.
(Exact name of Registrant as specified in its charter)
 
 
144 Front Street West, Suite 700
Toronto, Ontario M5J 2L7
(Address of principal executive offices)
 
 
 
Eiger Technology, Inc
(Former name, if changed since last report.)
 

 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
x Form 20-F   ¨ Form 40-F
 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
 
 
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
Yes ¨ No x
 
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________
 


 
 

 


 
 

 
 

 

 
SUBMITTED HEREWITH
 
 
 
Exhibits
 
 
 
99.1   Press Release Dated August 29, 2008
99.2
 
Financial Statements for the Quarterly Period Ended June 30, 2008
99.2
 
Management's Discussion & Analysis for the Quarterly Period Ended June 30, 2008
99.4
 
Form 52-109F2 - Certification of Interim Filings (CEO)
99.5
 
Form 52-109F2 - Certification of Interim Filings (CFO)
     
     
     
 
 

 
 

 


 

 

 
 
SIGNATURES
 
 
Pursuant to the requirements 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.
 
 
Gamecorp Ltd.
 
(Registrant)
     
Date:  August 29, 2008
By:
/s/ Gary N. Hokkanen
 
 Name:
Gary N. Hokkanen
 
 Title:
Chief Financial Officer
 
 
 
 
 

 



 

EX-99.1 2 ex99_1aug29-08.htm PRESS RELEASE DATED AUGUST 29, 2008 ex99_1aug29-08.htm
 


Exhibit 99.1
 
GAMECORP ANNOUNCES THIRD QUARTER RESULTS

Toronto, Ontario – August 29, 2008 – Gamecorp Ltd. (CNQ: GAME, OTCBB: GAIMF) ("Gamecorp" or the “Company”) announced that it has filed its unaudited consolidated financial statements for the period ended June 30, 2008 with Management Discussion and Analysis on SEDAR and CNQ.

Gamecorp reported revenues of $94,000 in the fiscal third quarter ended June 30, 2008 versus nil revenues in the prior year.  Net loss was $245,000 ($0.058 per share) in the quarter compared to a loss of $3,832,000 ($0.93 per share) in the previous year.

Revenues for the nine-month period ended June 30, 2008 were $245,000 versus nil revenues in the previous year.  Year-to-date net earnings were $3,431,000 ($0.81 EPS) versus a loss of $2,998,000 ($0.76 per share) in the prior year period.

John G. Simmonds, Gamecorp’s CEO commented, "These quarterly results largely represent operating and administrative costs associated with the ongoing development of the gaming initiatives we have been focusing on this year.  Gamecorp’s objective is to realize significant gains from these projects over the long term as well as additional returns from other investments the company has made over the shorter term.”

Gamecorp Ltd., headquartered in Toronto, Ontario, is a public company that trades under the symbol GAME on the Canadian Trading and Quotation System Inc. and under the symbol ETIFF on the Over the Counter Bulletin Board.  For more information please call (416) 477-5656 or refer to www.sedar.com.

The management of the company, who take full responsibility for its content, prepared this press release. The Canadian Trading and Quotation System Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This press release contains forward-looking statements relating to future events and results that are based on Gamecorp’s current expectations. These statements involve risks and uncertainties including, without limitation, Gamecorp’s ability to successfully develop and market its products, consumer acceptance of such products, competitive pressures relating to price reductions, new product introductions by third parties, technological innovations, and overall market conditions. Consequently, actual events and results in future periods may differ materially from those currently expected.

For more information contact:
John G. Simmonds
Gamecorp Ltd.
Telephone: (416) 477-5656, Ext. 301

EX-99.2 3 ex99_2aug29-08.htm THIRD QUARTER FINANCIAL STATEMENTS ex99_2aug29-08.htm
 


 
Exhibit 99.2 

 

 
GAMECORP LTD. AND SUBSIDIARIES
(FORMERLY KNOWN AS EIGER TECHNOLOGY INC.)
 
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
FOR THE THREE AND NINE MONTH PERIODS ENDING
 
June 30, 2008
 

 

 

 

 

 

 
Unaudited, prepared by Management
(Stated in Canadian Dollars)

The unaudited interim consolidated financial statements of Gamecorp Ltd. (the “Company”) have not been reviewed by the auditors of the Company. This notice is being provided in accordance with section 4.3(3)(a) of the National Instrument 51-102 Continuous Disclosure Obligations.

 
 

 


 

 
GAMECORP LTD. AND SUBSIDIARIES
 
CONTENTS
 
 
 
 

Consolidated Balance Sheets
2
Consolidated Statements of Operations
3
Consolidated Statements of Cash Flows
4
Notes to Consolidated Financial Statements
5-17
 

 


 
 

 

GAMECORP LTD. AND SUBSIDIARIES
Consolidated Balance Sheets

ASSETS
 
June 30, 2008
(unaudited)
   
September 30, 2007
(audited)
 
Current
           
Cash
  $ 7,000     $ -  
Receivables
    51,000       33,000  
Notes receivable (note 4)
    239,000       624,000  
Note receivable – related parties (note 5)
    493,000       -  
Investments (note 8)
    120,000       -  
Prepaid expenses and sundry assets
    7,000       3,000  
Total Current Assets
    917,000       660,000  
                 
Property and equipment (note 7)
    44,000       50,000  
Advance to corporation (note 9)
    16,000       16,000  
Notes receivable (note 4)
    149,000       -  
Investments (note 8)
    1,642,000       207,000  
Due from related parties (note 10)
    408,000       2,936,000  
                 
Total Assets
  $ 3,176,000     $ 3,869,000  
LIABILITIES
               
Current
               
Bank indebtedness
  $  -     $ 6,000  
Accounts payable and accrued charges
    262,000       368,000  
Notes payable (note 12)
    628,000       -  
Current portion of derivative financial instrument (note 11)
    -       1,777,000  
Due to related parties (note 10)
    134,000       -  
Unissued share liability (note 13)
    615,000       -  
Current liability of discontinued operations (note 6)
    -       702,000  
Total Current Liabilities
    1,639,000       2,853,000  
                 
Derivative financial instrument (note 11)
    -       2,880,000  
                 
Total Liabilities
    1,639,000       5,733,000  
Commitments and contingencies (note 13)
               
                 
SHAREHOLDERS’ EQUITY (DEFICIENCY)
               
Share capital (note 14)
    44,286,000       44,286,000  
Contributed surplus (note 14c)
    1,278,000       1,278,000  
Accumulated deficit
    (43,997,000 )     (47,428,000 )
Accumulated other comprehensive income
    (30,000 )     -  
Total Shareholders’ Equity (Deficiency)
    1,537,000       (1,864,000 )
Total Liabilities and Shareholders’ Equity (Deficiency)
  $ 3,176,000     $ 3,869,000  

  APPROVED ON BEHALF OF THE BOARD
 
 
“JOHN G. SIMMONDS”
 
“STEPHEN DULMAGE
 
 
DIRECTOR
 
DIRECTOR
 

(The accompanying notes are an integral part of these consolidated financial statements.)
 
 

 
2

 

GAMECORP LTD. AND SUBSIDIARIES
Consolidated Statements of Operations

   
For the Three Months Ended June 30, 2008
   
For the Nine Months Ended June 30, 2008
   
For the Three Months Ended June 30, 2007
   
For the Nine Months Ended June 30, 2007
 
Revenues
  $ 94,000     $ 245,000     $ -     $ -  
Expenses
                               
  General and administrative
    296,000       762,000       1,041,000       1,441,000  
  Amortization of property and equipment
    3,000       8,000       3,000       9,000  
Total Expenses
    299,000       770,000       1,044,000       1,450,000  
Loss from Operations
    (205,000 )     (525,000 )     (1,044,000 )     (1,450,000 )
Other Income (Expenses)
                               
Fair value adjustment to derivative financial instrument (note 11)
    -       3,404,000       (2,528,000 )     (5,032,000 )
Gain (loss) on disposal of investments
(note 8)
    -       657,000       -       (569,000 )
Equity share of loss of investee
    (60,000 )     (132,000 )     (229,000 )     (155,000 )
Gain on dilution
    -       -       -       4,213,000  
Total Other Income (Expenses)
    (60,000 )     3,929,000       (2,757,000 )     (1,543,000 )
Earnings (Loss) from Continuing Operations
                               
  before Income Taxes
    (265,000 )     3,404,000       (3,801,000 )     (2,993,000 )
     Provision for income taxes
    -       -       -       5,000  
Earnings (Loss) before Non-Controlling Interests
    (265,000 )     3,404,000       (3,801,000 )     (2,998,000 )
Non-controlling interests
                    (31,000 )     -  
Earnings (Loss) from Continuing Operations
    (265,000 )     3,404,000       (3,832,000 )     (2,998,000 )
                                 
Earnings from Discontinued Operations (no tax effect) (note 6)
    20,000       27,000       -       -  
Net Earnings (Loss)
    (245,000 )     3,431,000       (3,832,000 )     (2,998,000 )
Deficit – beginning of period
    (43,752,000 )     (47,428,000 )     (44,738,000 )     (45,572,000 )
Deficit – end of period
  $ (43,997,000 )   $ (43,997,000 )   $ (48,570,000 )   $ (48,570,000 )
Earnings (loss) Per Weighted Average Number of Shares Outstanding – Basic
                               
 Continuing Operations
  $ (0.063 )   $ 0.806     $ (0.93 )   $ (0.756 )
 Net Earnings
  $ (0.058 )   $ 0.810     $ (0.93 )   $ (0.756 )
Weighted Average Number of Shares
Outstanding – Basic
    4,230,205       4,233,764       4,137,215       3,967,009  
                                 
Other Comprehensive Income (Loss):
                               
Net earnings (loss)
  $ (245,000 )   $ 3,431,000     $ (3,832,000 )   $ (2,998,000 )
Add: Unrealized holding loss on marketable securities
    (30,000 )     (30,000 )     -       -  
                                 
Other Comprehensive Income (Loss)
  $ (275,000 )   $ 3,401,000     $ (3,832,000 )   $ (2,998,000 )
                                 

(The accompanying notes are an integral part of these consolidated financial statements.)
 
 

 
3

 

GAMECORP LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Three and Nine Month Periods Ended June 30

   
For the Three Months Ended
June 30, 2008
   
For the Nine Months Ended
June 30, 2008
   
For the Three Months Ended
June 30, 2007
   
For the Nine Months Ended
June 30, 2007
 
Cash Flows from Operating Activities
                       
Net Earnings (Loss) from continuing operations
  $ (265,000 )   $ 3,404,000     $ 1,004,000     $ 834,000  
 Adjustments for:
                               
Amortization of property and equipment
    3,000       8,000       3,000       -  
Share of equity loss of investee
    60,000       132,000       74,000       74,000  
Stock based compensation
    -       -       (441,000 )     (441,000 )
Gain on dilution
    -       -       (4,213,000 )     (4,213,000 )
Fair value adjustment on derivative
financial instrument
    -       (3,404,000 )     2,504,000       2,504,000  
Gain (loss) on disposal of investments
    -       (657,000 )     569,000       569,000  
Changes in Non-Cash Working Capital:
                               
        Accounts receivable
    37,000       (18,000 )     (112,000 )     (60,000 )
        Prepaid expenses and sundry assets
    3,000       (4,000 )     21,000       27,000  
        Income taxes recovery
    -       -       12,000       -  
        Accounts payables and accruals
    (147,000 )     (170,000 )     (423,000 )     (699,000 )
        Deferred revenue
    -       -       (700,000 )     (458,000 )
Net funds used in continuing operating activities
    (309,000 )     (709,000 )     (2,289,000 )     (2,294,000 )
Net earnings from discontinued operations
    -       -       -       -  
    Adjustments for:
                               
Liabilities of discontinued operations
    (250,000 )     (702,000 )     -       -  
Cash Flows from Investing Activities:
                               
Increase in investments
    (314,000 )     (900,000 )     -       -  
Decrease in advances to related parties, net
    752,000       2,262,000       -       -  
Proceeds from sale of investments
    -       331,000       800,000       800,000  
Proceeds from sale of property and equip.
    -       -       863,000       924,000  
Purchase of property and equip.
    (2,000 )     (2,000 )     -       -  
Decrease in notes payable
    (385,000 )     (385,000 )             -  
Decrease in note receivable
    154,000       (257,000 )             -  
Net funds provided by investing activities
    205,000       843,576       1,663,000       1,724,000  
Cash Flows from Financing Activities:
                               
Bank indebtedness
    (14,000 )     (6,000 )     -       -  
Proceeds received on private placement
    375,000       375,000       -       -  
Non-controlling interests
    -       -       723,000       649,000  
Net funds provided by financing activities
    361,000       369,000       723,000       649,000  
Net Increase in Cash
    7,000       7,000       97,000       75,000  
Cash – beginning of period
    -       -       80,000       102,000  
Cash – end of period
  $ 7,000     $ 7,000     $ 177,000     $ 177,000  

(The accompanying notes are an integral part of these consolidated financial statements.)
 
 

 
4

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008


 
1.      Organization and Nature of Business
 
Gamecorp Ltd. (formerly known as Eiger Technology, Inc.) (the "Company" or "Gamecorp") was originally incorporated as Alexa Ventures Inc. on September 8, 1986 under the laws of British Columbia. Currently, the Company is in good standing, operating under the laws of Ontario.  The Company is listed as an issuer on the CNQ Exchange under the symbol GAME and on the Over-the-Counter Bulletin Board in the United States under the symbol GAIMF. The Company changed its name to Gamecorp Ltd. on June 26, 2008
 
The Company has two categories of investments. The first is in the gaming sector through its investments in Racino Royale, Inc. (“Racino”) (which trades on the NASD Over-the-Counter Bulletin Board under the symbol RCNR), Trackpower, Inc. (“Trackpower”) (which trades on the OTCBB under the symbol TPWR) and Baymount Incorporated (“Baymount”) (trading on the TSX Venture Exchange under the symbol BYM). The second category is in the technology sector through its investment in Newlook Industries Corp. (“Newlook”) (TSX Venture Exchange under the symbol NLI).
 
Racino
 
Racino is developing Latin American gaming opportunities through its wholly owned subsidiary InterAmerican Gaming Corp. During the three month period ended June 30, 2008, the Company increased its ownership interest in Racino from 28% to 38%. Racino and the Company have certain common officers and directors.
 
Trackpower
 
The Company holds an 8% ownership interest in Trackpower which is being reorganized and will focus on distributing live horseracing signals in Latin America through a recently acquired license. Trackpower and the Company have certain common officers and directors.
 
Baymount
 
Baymount is redeveloping a horseracing and gaming facility in Canada and the Company holds a 1% ownership interest in Baymount. Baymount and the Company have a common director.
 
Newlook
 
The Company regards the Newlook investment as a legacy investment venture which will be disposed of over the medium term in order to generate cash proceeds for investment purposes in the gaming sector. At June 30, 2008 the Company held an 18% interest in Newlook. During fiscal 2007, management made a decision to categorize this investment as discontinued operations (note 6).
 
2.
Going Concern
 
The accompanying consolidated financial statements have been prepared on a going concern basis, in accordance with Canadian generally accepted accounting principles ("GAAP") and accounting principles generally accepted in the United States of America.
 
The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and contingencies in the normal course of operations.

 
 
5

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

 
There is doubt about the Company's ability to continue as a going concern as the Company has a working capital deficiency of $722,000 and an accumulated deficit of $43,997,000 as at June 30, 2008.  The Company's ability to continue as a going concern is dependent upon the Company's ability to raise additional capital, to increase sales, and sustain profitable operations.  Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.
 
The Company believes that future share issuance and certain sales related efforts will provide sufficient cash flow for it to continue as a going concern in its present form, however, there can be no assurances that the Company will achieve such results. Accordingly, the consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.
 
3.
Significant Accounting Policies
 
 
These consolidated financial statements have been prepared in accordance with Canadian GAAP which, except as noted in note 16, is consistent in all material respects with accounting principles generally accepted in the United States of America.  The principal accounting policies followed by the Company are as follows:
 
 
a)
Basis of Presentation
 
The accompanying consolidated financial statements include the accounts of Gamecorp and its subsidiaries as listed in note 15 and are presented in Canadian dollars under the accrual method of accounting.  All significant intercompany transactions and balances have been eliminated upon consolidation.
 
 
b)
Marketable Securities
 
Marketable securities consist of publicly traded securities that are available for sale that are carried at fair market value. Unrealized gains or losses are recorded through other comprehensive income.
 
 
c)
Property and Equipment
 
Property and equipment are stated at cost based on the estimated useful lives of the assets, provided using the under noted annual rates and methods:
 
Furniture and Fixtures                                                                 20%Declining Balance
Computer Equipment                                                                  30%Declining Balance

d)    Investments
 
Investments in other entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. Equity investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an equity accounted for investment exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method when the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the

 
 
6

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

 
equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. When an equity accounted for investee issues its own shares, the subsequent reduction in the Company's proportionate interest in the investee is reflected in income as a deemed dilution gain proportionate interest in or loss on disposition.
 
   e)     Long-Lived Asset Impairment
 
The carrying values of long-lived assets are periodically reviewed by management and impairments would be recognized if the expected future operating non discounted cash flows derived from an asset were less than carrying value.  No impairments have been recorded.
 
 
f)
Financial Instruments
 
Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments.  The fair value of the financial instruments approximates their carrying values, unless otherwise noted.
 
 
g)
Sales of Shares by Investees
 
When an investee sells unissued shares to new shareholders, the Company records an adjustment to reflect an increase or decrease in the carrying value of its investment and a resulting gain or loss in the consolidated statement of operations.
 
 
h)
Income Taxes
 
The Company accounts for and measures future tax assets and liabilities in accordance with the asset and liability method. Under this method, future tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment of the change. When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no net asset is recognized.
 
 
i)
Net Earnings (Loss) Per Share
 
Basic net earnings (loss) per share is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period. The computation of diluted net earnings (loss) per share, according to the treasury stock method, assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted net earnings (loss) per share calculation. The diluted net earnings (loss) per share calculation assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on net earnings (loss) per share. Stock options and share purchase warrants outstanding were not included in the computation of diluted loss per share as their inclusion would be anti-dilutive.

 
 
7

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

 
j)     Use of Estimates
 
The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.
 
 
k)
Foreign Currency Translation
 
The functional currency of the Company is the Canadian dollar.  Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the balance sheet date.  Non-monetary items are translated at historical rates.  Revenues and expenses, except for amortization, are translated at average year rates.  Exchange gains and losses arising from the translation of monetary assets and liabilities are included in the determination of income for the period.
 
4.
Notes Receivable
 

   
June
30, 2008
   
September 30, 2007
 
Function Mobile
  $ 90,000     $ -  
Former optionees
    298,000       -  
Foundation Ventures Leasing
    -       624,000  
Total
    388,000       624,000  
Less: current portion
    (239,000 )     (624,000 )
Long term
  $ 149,000     $ -  
 
Function Mobile:
 
The Company has agreed to loan Function Mobile (an arm’s length party) up to $120,000 at 18%, on a convertible basis, until the earlier of January 31, 2009 or when Function Mobile becomes publicly traded. As at June 30, 2008 the Company had loaned Function Mobile $90,000.
 
Former Optionees:
 
On March 31, 2008, the Company sold 2,982,000 Newlook common shares to third parties that had previously held an option to acquire the Newlook securities (note 8d). The purchase price was $298,000 being the same price per share as the cancelled option exercise price. In payment the third parties provided non-interest bearing promissory notes totaling $298,000 payable in four installments on each of September 8, 2008, March 8, 2009, September 8, 2009 and March 8, 2010.

 
 
8

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

 
Foundation Ventures Leasing:
 
On August 8, 2007, the Company disposed of 14,021,600 shares of Racino to Foundation Ventures Leasing (“Foundation”) in exchange for $29,000 (US$30,000) cash and a secured note receivable of $667,000 (US$671,000). Foundation pledged 12,619,460 Racino shares to the Company as security for the note. The note was non-interest bearing and the repayment as follows:
 
At September 30, 2007, the secured note receivable was reduced to $624,000 but was in default.

On January 8, 2008, the August 8, 2007 agreement was amended.  The Company sold 2,620,000 shares of Racino for the amounts received under the note ($131,000) and Foundation returned the balance of the 11,401,600 Racino shares to Gamecorp in exchange for the remainder of the $624,000 note receivable. At June 30, 2008 there were no amounts outstanding under the note.
 
5.
Note Receivable – Related Party
 
The Company provided Lumonall, Inc., (a related entity due to certain officers and director in common with the Company) a $493,000 secured demand loan. The Company received a 5% commitment fee and the note earns interest at Prime + 3% per annum.
 
6.
Discontinued Operations
 
During fiscal 2007, the Company decided to regard its investment in Newlook as discontinued operations.
 
The operations of Newlook are presented in the consolidated financial statements as discontinued operations as follows:
 

   
Nine Months Ended
 
   
June 30,
2008
   
June 30,
2007
 
Equity share of earnings
  $ 27,000       -  
Income taxes
    -       -  
Earnings from discontinued operations
  $ 27,000     $ -  
                 
 
The consolidated balance sheets include the following current liabilities of discontinued operations:
 
   
June 30,
2008
   
September 30, 2007
 
Current liabilities
  $ -     $ 702,000  
Liabilities of discontinued operations
  $ -     $ 702,000  

 
 
9

 
GAMECORP LTD. AND SUBSIDIARIES

 
7.     Property and Equipment
 

   
 
Cost
   
Accumulated
Amortization
   
June 30, 2008
Net
Book Value
   
September 30, 2007 Net
Book Value
 
Furniture and fixtures
  $ 144,000     $ 103,000     $ 41,000     $ 46,000  
Computer equipment
    5,000       2,000       3,000       4,000  
    $ 149,000     $ 105,000     $ 44,000     $ 50,000  


8.     Investments
 
a) Baymount
 
The Company purchased 1,501,000 Baymount common shares representing a 1% ownership interest. The Company paid $150,000 in cash to acquire the shares. There are approximately 139,000,000 Baymount shares outstanding. Baymount is a public entity trading on the TSX Venture Exchange under the symbol BYM. The Baymount shares are carried at fair value $120,000 based on the closing share price of $0.08 per share. The Company has recorded a $30,000 unrealized holding loss on marketable securities in accumulated other comprehensive income.
 
b) Racino
 
Although the Company’s investment in Racino was $nil on September 30, 2007 it held 3,213,000 Racino common shares.  On January 8, 2008 the Company received 11,401,600 common shares (valued at $567,000) from Foundation upon the renegotiation of its purchase agreement. The Company disposed of 1,200,000 common shares for cash proceeds of $59,000 and acquired an additional 8,000,000 common shares in exchange for $400,000 in repayment of recent cash advances made by the Company to Racino. At June 30, 2008 the Company holds 21,414,600 Racino common shares representing a 38% ownership interest. The Company uses the equity accounting method for it’s investment in Racino.
 
During the quarter ended June 30, 2008 the Company recorded $60,000 as its share of Racino losses. Year to date the Company has recorded $132,000 in Racino equity accounting losses.
 
As of June 30, 2008, the carrying value of the Company’s investment in Racino was $834,000.
 
c) Trackpower
 
On January 18, 2008, the Company acquired 200,000,000 common shares of Trackpower (an entity which has certain common officers and directors with the Company) and the trade name Gamecorp, for a cash payment of $200,000. The Company controls 8% of the voting stock of Trackpower. The Company uses the cost method for its investment in Trackpower and the carrying value as of June 30, 2008 was $200,000.

 
 
10

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

 
d) Newlook
 
As of December 31, 2007, the Newlook investment balance was $212,000 and consisted of 10,040,000 common shares.
 
In fiscal 2007, the Company issued options to others to acquire its remaining investment in Newlook at $0.10 per share at specific dates in the future. On March 18, 2008 1,970,000 of the above noted options were exercised. On March 31, 2008, the Company negotiated with the optionees to cancel all outstanding options. The Company agreed to pay a cancellation fee of $0.30 per option on 4,178,000 options and effectively retain title to 4,178,000 Newlook common shares (note 12). The Company acquired 962,500 Newlook common shares through open market purchases and otherwise. The Company also disposed of 3,702,000 Newlook common shares to optionees and a related entity, see Notes 4 and 5. As of June 30, 2008, the Company holds 5,330,500 Newlook common shares representing a 18% ownership interest. The Company uses the equity method to account for its investment in Newlook.
 
During the three month period ended June 30, 2008, the Company recorded $20,000 as its share of equity earnings in Newlook. Year to date the Company has recorded $27,000 as its share of equity earnings. Such share of earnings has been recorded within discontinued operations (Note 6). The carrying value of the Newlook investment at June 30, 2008 was $607,000.
 
9.
Advance to Corporation

   
June 30, 2008
   
September 30, 2007
 
             
Advance to Lexatec VR Systems Inc.
  $ 16,000     $ 16,000  

 
The advance is non-interest bearing, has no specific terms of repayment and is secured by a pledge of reciprocal shareholdings
 
10.
Due from/to Related Parties
 
As at June 30, 2008, amounts due from related parties are as follows:
       
Racino and subsidiaries
  $ 308,000  
Trackpower
    100,000  
    $ 408,000  
 
Amounts due from Racino or Trackpower are non-interest bearing, unsecured and have no specific repayment dates.

 
 
 
11

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

 
As at June 30, 2008, amounts due to related parties are:
       
Newlook and subsidiaries
  $ 134,000  
 
The Company pays Newlook interest at Prime + 2%. The amounts however are unsecured and have no specific repayment dates.
 
11.
Derivative Financial Instrument
 
During January 2007, the Company issued call options to third party investors to acquire 14,000,000 common shares of the Company’s investment in Newlook exercisable at $0.10 per share expiring in tranches of 2,000,000 shares on each of March 18, 2007, September 18, 2007, March 18, 2008, September 18, 2008, March 18, 2009, September 18, 2009 and March 18, 2010. During fiscal 2007 4,000,000 options were exercised leaving 10,040,000 outstanding at September 30, 2007.

On March 31, 2008, the Company agreed with the optionees to cancel all remaining options. 4,178,000 options were cancelled by the Company agreeing to pay a $0.30 cancellation fee per option (totaling $1,253,400) payable equally over 5 consecutive months beginning on May 1, 2008 (note 12). The Company also cancelled 3,702,000 options in exchange for 3,702,000 common shares (see notes 4, 5 and 8d).

Due to the cancellation of all outstanding options the Company recorded a net gain of $3,404,000.
 
12.   Notes Payable
 
On March 31, 2008, the Company agreed to issue non-interest bearing promissory notes to certain former Newlook option holders totaling $1,253,400 representing a cancellation fee of $0.30 per option on 4,178,000 cancelled Newlook options (note 8d). Pursuant to the terms of the note, the Company is obligated to pay $250,680 on the first day of the month for 5 consecutive months beginning May 1, 2008. The Company did not make payments as originally contemplated, however as of June 30, 2008, the Company reduced the promissory notes with cash payments totaling $385,000 and a credit of $240,000, to a note holder who agreed to subscribe for common shares. At June 30, 2008, the Company owed $628,000 under these promissory notes.
 
13.   Unissued Share liability
 
During the three month period ended June 30, 2008, the Company received $375,000 in cash from investors under $0.25 per share common stock share subscriptions and agreed to issue common stock in lieu of $240,000 promissory note. As of June 30, 2008, the private placement had not yet closed and accordingly the Company recorded a total of $615,000 as an unissued share liability. The Company is obligated to issue 2,460,000 post-consolidation common shares to settle this liability. At closing the unissued share liability will be transferred to common shares.

 
 
12

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

 
14.   Commitments and Contingencies

There is a claim outstanding against the Company by a former employee for wrongful dismissal, alleged breach of contract, punitive and aggravated damages and costs. It is the Company's opinion that there is no merit to this claim. Management believes that damages resulting from this claim would be immaterial, if any.
 

15.   Share Capital

Authorized: 10,000,000 Common Shares without par value

On June 24, 2008, the Company completed a share consolidation on a one post consolidation common share for ten pre-consolidation shares.
 
Issued:
   
No. of Shares
   
Amount
 
September 30, 2007
    42,430,174     $ 44,398,000  
Cancelled prior to consolidation
    (128,125 )     -  
Cancelled due to consolidation
    (42,302,049 )     -  
Issued due to consolidation
    4,230,205       -  
June 30, 2008
    4,230,205       44,398,000  
Treasury shares
    (4,112 )     (22,000 )
Warrants
    -       (90,000 )
      4,226,093     $ 44,286,000  

 
a)    Stock Options
 
The Company awards unconditional stock options to employees, officers, directors and others at the recommendation of the Chief Executive Officer ("CEO") under an incentive stock plan (the "Plan").  Options are granted at the fair market value of the shares on the day granted, and vest over various terms.  Compensation expense is recognized when options are issued.
 
Stock options outstanding on June 24, 2008, were adjusted for a common share consolidation, 2,371,000 stock options outstanding were adjusted to 237,100 outstanding.
 
The following is a continuity schedule of outstanding options for the nine month period ended June 30, 2008, where “WAEP” refers to weighted average exercise price.
 

   
No. of Options
   
WAEP
 
September 30, 2007
    2,791,000     $ 0.63  
Expired
    (420,000 )     0.55  
Adjustment arising from share consolidation
    (2,133,900 )     -  
                 
June 30, 2008
    237,100     $ 6.50  

 
 
13

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

 
b) Warrants
 
The Company issued warrants to acquire 10,710,000 common shares during fiscal 2007. The warrants were included in units issued of one common share and three purchase warrants.
 
Warrants outstanding on June 24, 2008, were adjusted for a common share consolidation, 10,710,000 warrants were adjusted to 1,071,000 outstanding.
 
The following is a continuity schedule of outstanding warrants for the nine month period ended June 30, 2008.

   
No. of Warrants
   
WAEP
 
September 30, 2007
    10,710,000       0.50  
Expired
    (3,570,000 )     (0.25 )
Adjustment arising from share consolidation
    (6,426,000 )     -  
                 
June 30, 2008
    714,000     $ 6.25  
 
The following table summarizes purchase warrants information outstanding at June 30, 2008.

No. Outstanding
 
Expiry Date
Exercisable Date
 
WAEP
 
  357,000  
May 7, 2009
May 7, 2008
    5.00  
  357,000  
May 7, 2010
May 7, 2009
    7.50  
  714,000         $ 6.25  

   c) Contributed Surplus
 
Contributed surplus of $1,278,000 represents stock-based compensation of $1,188,000 and fair value of warrants issued during fiscal 2007 of $90,000.
 
16.
Subsidiaries and Related Party Transactions
 
The Company is related to the following corporations:
 
Name of Corporation                                                        Nature of Relationship
 
Alexa Properties Inc.*                                                        100% Subsidiary
 
ETIFF Holdings LLC*                                                       100% Subsidiary
 
Racino Royale, Inc.                         38% Investment of ETIFF Holdings LLC (See note 4)
 
Trackpower, Inc.                                                            8% Investment
 
Baymount Incorporated                                                         1% Investment
 
Newlook Industries Corp.                       18% Investment

 
* Inactive or holding company only

 
 
14

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

 
All transactions within the corporate group are in the normal course of business and are recorded at the exchange value.  Inter-company transactions and balances are eliminated upon consolidation.
 
Service fees charged by directors, officers or corporations owned by management personnel during the three and nine month periods ended June 30, 2008 totaled $134,000 and $355,000, respectively.
 
Included in the $262,000 accounts payable is a payable to directors, officers or corporations owned by management personnel of $131,000.
 
17.
Reconciliation Between Canadian and United States Generally Accepted Accounting Principles
 
These consolidated financial statements have been prepared in accordance with Canadian GAAP which differs in certain respects from U.S. GAAP. There were no material differences between Canadian and U.S. GAAP.
 
In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115” (“SFAS 159”). The fair value option established by SFAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains or loses on items for which the fair value option has been elected in earnings (or another performance indication if the business entity does not report earnings) at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. FASB No. 159 is effective as of the beginning of the fiscal years beginning after November 15, 2007. The Company is currently evaluating what impact, if any, SFAS 159 will have on its financial position or results of operations.
 
On May 2, 2007 the FASB issued FASB Interpretation ("FIN") No. 48-1, "Definition of Settlement in FASB Interpretation 48" ("FIN 48-1"). FIN 48-1 amends FIN 48, "Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No.  109", to provide guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits.  The guidance in FIN 48-1 shall be applied upon the initial adoption of FIN 48. The Company is currently assessing the potential impacts of implementing this standard.
 
In  May  2007,  the  FASB  issued  a  FSP  on  FIN 46(R)-7, "Application of FASB Interpretation  No. 46(R) to Investment Companies" ("FSP FIN 46 (R)-7"). FSP FIN 46(R)-7 addresses the application of FASB Interpretation No.  46 (revised December 2003), "Consolidation of Variable Interest Entities", by an entity that accounts  for  its  investments  in  accordance  with the specialized accounting guidance  in  the  Guide.  The Company is currently assessing the potential impacts of implementing this standard.
 
 
In  June  2007, the American Institute of Certified Public Accountants ("AICPA") issued  Statement  of Position ("SOP") No. 07-1, ''Clarification of the Scope of the  Audit  and  Accounting  Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies'' ("SOP No. 07-1").  SOP No.  07-1 clarifies when an entity may apply the provisions of the Audit and Accounting Guide for Investment Companies (the "Guide").  Investment  companies  that  are within the scope of the Guide report investments  at  fair
 

 
 
 
15

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

 
value;  consolidation  or  use  of  the equity method for investments  is  generally  not  appropriate.  SOP No.  07-1 also addresses the retention of specialized investment company accounting by a parent company in consolidation or by an equity method investor. SOP No. 07-1 is effective for fiscal years beginning on or after December 15, 2007 with early adoption encouraged.  The Company is currently assessing the potential impacts of implementing this standard.
 
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” ("SFAS 141(R)"). This statement replaces SFAS No. 141, “Business Combinations” and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the Statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, “Accounting for Income Taxes”, to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. It also amends SFAS 142, “Goodwill and Other Intangible Assets”, to, among other things, provide guidance on the impairment testing of acquired research and development intangible assets and assets that the acquirer intends not to use. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently assessing the potential impact that the adoption of SFAS 141(R) could have on its financial statements.
 
 
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements” ("SFAS 160"). SFAS 160 amends Accounting Research Bulletin 51, “Consolidated Financial Statements”, to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently assessing the potential impact that the adoption of SFAS 160(R) could have on its financial statements. 
 
In March 2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities, an amendment to FASB Statement No. 133” (SFAS 161). This statement is intended to improve transparency in financial reporting by requiring enhanced disclosures of entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and the cash flows. SFAS 161 applies to all derivative instruments within the

 
 
 
16

 
GAMECORP LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2008

scope of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entity’s with instruments subject to SFAS 161 must provide more robust qualitative disclosures and expanded quantitative disclosures. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. We are currently evaluating the disclosure implications of this statement.
 
18.    Segmented Information
 
The Company operates in only one segment known as Corporate.
 
19.   Comparative Figures
 
Certain figures for the three and nine month period ended June 30, 2007 have been reclassified in order to conform with the current year's financial statement presentation.
 
20.   Subsequent Events

Transfer of Loans

 
On July 31, 2008 the Company transferred loans provided to Function Mobile Inc. ($96,000) and Lumonall Inc., a related party by virtue of common officers and directors, ($495,000) to its investee Newlook.
 
 
Private Placement
 
As of August 25, 2008, the Company has received common stock share subscriptions totalling $900,000 under a proposed private placement. The Company has also received approval for an extension to close the private placement until September 27, 2008. The Company is obligated to issue 3,600,000 post-consolidation common shares under the private placement.



 
EX-99.3 4 ex99_3aug29-08.htm THIRD QUARTER MD&A ex99_3aug29-08.htm
 


Exhibit 99.3
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 FOR THE THREE AND NINE MONTH PERIODS ENDED JUNE 30, 2008
August 29, 2008

The following discussion and analysis of operating results and financial position is supplementary to, and should be read in conjunction with the unaudited financial statements for the three and nine month periods ended June 30, 2008 of Gamecorp Ltd. (formerly known as Eiger Technology, Inc.) (“Gamecorp” or “the Company”).  The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in Canada. All monetary amounts are expressed in Canadian dollars.


FORWARD-LOOKING INFORMATION

The discussion and analysis and other sections of this report contain forward-looking statements. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause results to differ materially from those contemplated by these forward-looking statements. Gamecorp considers the assumptions on which these forward-looking statements are based to be reasonable at the time the statements were prepared, but cautions the reader that they could cause actual results to differ materially from those anticipated.

COMPANY OVERVIEW

Gamecorp was originally incorporated as Alexa Ventures Inc. on September 8, 1986 under the laws of British Columbia. The Company has gone through a number of name changes the most recent of which occurred on June 26, 2008, when it changed its name to Gamecorp Ltd. Currently, the Company is in good standing, operating under the laws of Ontario. Gamecorp holds two categories of investments; 1) Gaming, and 2) Telecommunications. Racino Royale, Inc. (“Racino”), Baymount Inc. (“Baymount”) and Trackpower, Inc. (“Trackpower”) are the gaming investments. Newlook Industries Corp. (“Newlook”) and its subsidiaries comprise the telecommunications investments. During fiscal 2007 and 2008, the Company reduced it’s investment in Newlook.

Racino is a public entity trading on the NASD OTCBB under the symbol “RCNR”. Newlook is listed on the TSX Venture Exchange under the symbol “NLI”. Gamecorp is a public company listed as symbol “GAME” on the Canadian Trading and Quotation system (the “CNQ”) and as “GAIMF” on the NASD OTCBB.


 
1

 

Gamecorp’s head office is located at 144 Front Street, Suite 700, Toronto, Ontario and has four staff. As of June 30, 2008, there were 4,230,205 common shares outstanding.

The Company holds an ownership position in Racino that is less than 50% and accounts for the investment using the equity method.

The Company’s business objective is to realize substantial amounts on the divestiture of certain investments and use the proceeds for investment purposes. Management’s strategy is to grow the business through acquisition. Strategic leadership will be provided by the Company’s Chief Executive Officer, John G. Simmonds. Mr. Simmonds has extensive business experience in sourcing, reorganizing and operating businesses in various operating segments.

Racino

Racino’s business objective is to invest in international gaming development opportunities. Racino has acquired InterAmerican Gaming Corp. which is involved in South American gaming opportunities. Racino is planning to change its name to InterAmerican Gaming Inc. and is in the process of obtaining the necessary regulatory approvals to do so.

Baymount

Baymount is seeking and developing opportunities within the Canadian horseracing industry. Its philosophy is to create entertainment destinations for consumers while providing investors an opportunity to participate in the growth of Canadian gaming at racetracks.

Baymount has an agreement with the Belleville Agricultural Society to build a facility to relocate Quinte Exhibition and Raceway in Belleville, Ontario.

Trackpower

Trackpower recently obtained an exclusive license from Bettor Solutions Inc. (“BSI”), a third party, to operate the Video Distribution Service in Latin American. Pursuant to the license, Trackpower and BSI agreed to share the net profit from the video distribution and wager processing on a 50/50 basis.

Newlook

The operations of Newlook have been categorized as discontinued operations. Newlook’s business objective is to make investments in technology opportunities in Canada.


 
2

 

SELECTED FINANCIAL INFORMATION

Summarized selected consolidated financial information with respect to the Company for the three month period ended June 30, 2008 and 2007 is as follows:

   
2008
   
2007
 
             
Revenues
  $ 94,000     $ -  
Loss from continuing operations
    (265,000 )     (3,832,000 )
Earnings from discontinued operations
    20,000       -  
Net loss
    (245,000 )     (3,832,000 )
                 
Loss per share from continuing operations
    (0.063 )     (0.93 )
Earnings per share from discontinued operations
    0.005       -  
Loss per share
    (0.058 )     (0.93 )
                 
Total assets
    3,176,000       3,502,000  
Total liabilities
    1,639,000       6,433,000  
Shareholders’ equity (deficit)
    1,537,000       (2,931,000 )
                 

RESULTS OF OPERATIONS

For the Three Month Period Ended June 30, 2008 Compared to 2007

Continuing Operations

The Company recorded a loss from continuing operations of $265,000 during the three month period ended June 30, 2008 compared to $3,832,000 during the comparative period in the prior year. The reason for the substantial loss in the prior period arises from a $2,582,000 adjustment to the fair value of a derivative financial instrument and a one time $1,000,000 severance settlement charge associated with the Company’s former CEO.

Revenues of continuing operations during the three month period ended June 30, 2008 were $94,000 and consisted of management fees and interest income earned from its investees. Revenues in the prior period were $nil. The Company does not consolidate its investments and therefore does not report direct operating revenue of its investees. It does however record equity earnings or losses on its investments in Racino and Newlook.

General and administrative expenses were $296,000 during the three month period ended June 30, 2008 down from $1,041,000 during the three month period ended June 30, 2007. General and administrative expenses during the three month period ended June 30, 2008 included management fees to executive management of $134,000, consulting fees of $45,000, legal and accounting costs of $33,000, investor relations costs of $13,000 and miscellaneous expenses of $71,000. General and administrative expenses in the prior

 
3

 

period included a one time $1,000,000 severance settlement provision for the Company’s former CEO.

Amortization of property and equipment totaled $3,000 in current reporting period and $3,000 in the prior period.

The Company recorded other expense items totaling $60,000 during the three month period ended June 30, 2008 compared to $2,757,000 in 2007. Other expense in the current period consisted of Gamecorp’s $60,000 equity share of Racino losses. Gamecorp holds approximately 38% of the outstanding shares of Racino. The prior period other expenses included equity losses of Racino totaling $229,000 and a $2,528,000 adjusted to the fair value of a derivative financial instrument. During fiscal 2007 the Company issued options to investors to acquire its investment in Newlook shares and accordingly recorded a derivative financial instrument liability which required a fair value adjustment at each period end. In the second quarter of fiscal 2008, the Company negotiated the retirement of these options.

The Company’s share of Newlook earnings, during the three month period ended June 30, 2008, has been classified in discontinued operations.

Loss per share from continuing operations during the three month period ended June 30, 2008 was $0.063 compared to $0.93 in the previous period.

Discontinued Operations

As described earlier in this report, the Company made the decision to dispose of its investment in Newlook. For this reason, the operating results of Newlook have been regarded as discontinued operations in the consolidated statement of operating results. Racino operating results are regarded as a component of continuing operations.

The Company recorded $20,000 as its share of Newlook earnings during the three month period ended June 30, 2008.

For the Nine Month Period Ended June 30, 2008 Compared to 2007

Continuing Operations

The Company recorded net income from continuing operations of $3,404,000 during the nine month period ended June 30, 2008 compared to a loss of $2,998,000 during the comparative period in the prior year. The reason for the substantial increase in earnings arises from a $3,404,000 gain resulting from an adjustment to the fair value of a derivative financial instrument.

Revenues of continuing operations during the nine month period ended June 30, 2008 were $245,000 and consisted of management fees and interest income earned from its investees. Revenues in the prior period were $nil. The Company does not consolidate its

 
4

 

investments and therefore does not report direct operating revenue of its investees. It does however record equity earnings or losses on its investments in Racino and Newlook.

General and administrative expenses were $762,000 during the nine month period ended June 30, 2008 down from $1,441,000 during the nine month period ended June 30, 2007. General and administrative expenses during the nine month period ended June 30, 2008 included management fees to executive management of $355,000, consulting fees of $106,000, legal and accounting costs of $64,000, wages and benefits of $62,000 investor relations costs of $39,000 and miscellaneous expenses of $136,000. General and administrative expenses in the prior period included a one time $1,000,000 severance settlement provision for the Company’s former CEO.

Amortization of property and equipment totaled $8,000 in current reporting period and $9,000 in the prior reporting period.

The Company recorded other income items totaling $3,929,000 during the nine month period ended June 30, 2008 compared to other expense items totaling $1,543,000 in 2007.

Included in the current years other income was a $3,404,000 gain representing an adjustment to a derivative financial instrument. During the current period the Company cancelled options it had previously granted to investors. The options provided the holder the ability to acquire the Company’s investment in Newlook. The Company agreed to pay a $0.30 cancellation fee on 4,178,000 options and retired 3,702,000 options by selling 3,702,000 Newlook common shares outright to the former option holders. As a result of these proactive steps the Company adjusted the fair value of the derivative financial instrument to nil.

During fiscal 2007, the Company opted to dispose of its investment in Newlook. The Company granted options to various investors to acquire 14,000,000 shares. The Company recorded an other expense item of $5,032,000 during the nine month period ended June 30, 2007 representing the fair value of the grant of the options to adjust the fair value of the remaining 10,000,000 unexercised options to $5,032,000 as of June 30, 2007. The Company also recorded a $4,213,000 gain on dilution during the nine month period ended June 30, 2007, representing historic losses of Newlook brought into income at the point of deconsolidation when the Company’s investment in Newlook fell below 50%.

The Company also recorded a $657,000 gain during the nine month period ended June 30, 2008, on the disposal of 5,672,000 Newlook common shares and 2,620,000 Racino common shares.

The Company recorded a $132,000 loss as its equity share of Racino losses.

The Company’s share of Newlook earnings, during the nine month period ended June 30, 2008, has been classified in discontinued operations.

 
5

 

Earnings per share from continuing operations during the nine month period ended June 30, 2008 were $0.0806 compared to a loss per share of $0.756 in the previous period.

Discontinued Operations

As described earlier in this report, the Company made the decision to dispose of its investment in Newlook. For this reason, the operating results of Newlook have been regarded as discontinued operations in the consolidated statement of operating results. Racino is still regarded as a component of continuing operations.

The Company recorded $27,000 as its share of Newlook earnings during the nine month period ended June 30, 2008.

SUMMARY OF QUARTERLY RESULTS

The following table presents selected financial data of the Company for its last eight quarters as reported in the particular period:

                           
Amended
   
Amended
             
Quarter
    Q3       Q2       Q1 2     Q4       Q3       Q2       Q1       Q4 1
Fiscal Yr.
 
2008
   
2008
   
2008
   
2007
   
2007
   
2007
   
2007
   
2006
 
                                                                 
Revenue
    94,000       115,000       37,000       -       -       -       -       629,000  
                                                                 
Earnings (loss) before unusual items
    (205,000 )     (150,000 )     (170,000 )           737,000       (1,045,000 )     (210,000 )     (197,000 )           851,000  
                                                                 
Net earnings (loss)
    (245,000 )       5,263,000       (1,587,000 )       1,142,000       (3,832,000 )       1,004,000       (170,000 )       851,000  
                                                                 
EPS before unusual items 3
    (0.48 )     (0.06 )     (0.05 )         0.29       (0.25 )     (0.05 )     (0.04 )         0.10  
                                                                 
Net earnings per share 3
    (0.58 )       1.24       (0.37 )       0.22       (0.90 )       0.26       (0.04 )       0.10  

1 Not restated for Newlook and Racino changes in accounting treatment.
2 Re-classed for merchant banking revenues.
3 Earnings (loss) per share values prior to the current period have been restated to reflect  a one post-consolidation for ten pre-consolidation share consolidation.

Operating results for 2007 and 2006 were affected by the decision to regard part of the Company’s results as discontinued operations and also due to the change in accounting from consolidation accounting to equity accounting for the Company’s investment in Newlook and Racino.

 
6

 


In January 2008, the Company amended Q2 and Q3 filings based on changes required under CICA Handbook Section 3855 Financial Instruments.

LIQUIDITY

The liquidity of the Company has improved in fiscal 2008, primarily due to the repayment of substantial amounts due from a related party (Newlook).

The most significant near cash assets of the Company are its marketable securities and notes receivable. Subsequent to June 30, 2008, the Company settled amounts owed to its investee, Newlook, by transferring two notes receivable (Function Mobile and Lumonall) to Newlook.

The most significant investment assets of the Company are Racino, Newlook and Trackpower. Racino and Trackpower are gaming ventures the Company hopes to develop and realize substantial gains on and Newlook is a legacy investment that the Company will strategically dispose of over the medium term. The Company’s carrying value of its investment in Racino is $834,000, its investment in Newlook is $607,000 and its investment in Trackpower is $200,000. During the most recent quarter the Company converted $400,000 of cash advances to Racino into 8,000,000 Racino common shares, thereby increasing its ownership percentage from 28% to approximately 38%.

Since last year end, the Company also made a $150,000 (fair value of $120,000 at June 30, 2008) strategic investment in Baymount Incorporated (Baymount).  Baymount is developing a horseracing and gaming venture in Belleville, Ontario.

Total liabilities were $1,639,000 at June 30, 2008 and $5,733,000 at September 30, 2007. The decrease is primarily attributable to an adjustment in the fair value of a derivative financial instrument, pursuant to the provisions of CICA Handbook Section 3855, of $3,404,000. The derivative financial instrument was a liability that was cancelled earlier in the current fiscal year that represented the fair value of options granted to third parties to acquire Newlook shares held by Gamecorp.

Accounts payable and accrued charges decreased from $368,000 at September 30, 2007 to $262,000 at June 30, 2008. The decrease is the result of the Company’s improved liquidity.

The Company’s consolidated financial statements have been prepared on a going concern basis, in accordance with Canadian generally accepted accounting principles and accounting principles generally accepted in the United States of America. The going concern basis of presentation assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and contingencies in the normal course of operations.


 
7

 

There is doubt about the Company's ability to continue as a going concern as the Company has a working capital deficit of $722,000 and an accumulated deficit of $43,997,000 at June 30, 2008. The Company's ability to continue as a going concern is dependent upon the Company's ability to collect amounts owed, raise additional capital, realize on its agreements to dispose of investments and sustain profitable operations. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

The Company believes that future share issuance and proceeds received from the divestiture of it’s investments will provide sufficient cash flow for it to continue as a going concern in its present form, however, there can be no assurances that the Company will achieve such results. Accordingly, the consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern.

CAPITAL RESOURCES

The Company plans to complete an equity financing during fiscal 2008 to generate cash proceeds for investing. The Company continues to dispose of Newlook common shares for cash and collect substantial amounts from related parties. The Company had cash balances of $7,000 at June 30, 2008.

As of June 30, 2008 the Company has received $615,000 in proceeds under a proposed $1,000,000 private placement (4,000,0000 common shares at $0.25 per share). The Company expects the private placement to be fully subscribed during the fourth quarter.

Management is confident that given the rising value of its telecommunications investments and the appropriate timing of the disposal thereof, will provide sufficient capital resources to make additional investments. The Company has also made loans to various ventures that should provide above average returns and ownership opportunities.

Warrants outstanding, if fully exercised will generate cash proceeds of $4,462,500.

Management intends on raising additional funds to develop the Company’s business through equity financings and the collection of amounts owed from related parties.

However, none of potential sources for capital are certain and management although confident of the potential, cannot assure shareholders and interested parties that they will in fact be able to finance the Company going forward.

OFF-BALANCE SHEET ARRANGEMENTS

Gamecorp had no off-balance sheet arrangements as at June 30, 2008.


 
8

 

TRANSACTIONS WITH RELATED PARTIES

All transactions within the corporate group listed in note 15 of the consolidated financial statements, are in the normal course of business and are recorded at the carrying value. Management fees charged by officers, corporations owned by officers and related party corporations providing management services to the Company, during the current quarter totaled $134,000.

PROPOSED TRANSACTIONS

None

CRITICAL ACCOUNTING ESTIMATES

The Company’s consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") which are consistent in all material respects with accounting principles generally accepted in the United States of America. The critical accounting policies followed by the Company are as follows:
 
Marketable Securities
 
Marketable securities consist of publicly traded securities that are available for sale that are carried at fair market value. Unrealized gains or losses are recorded through other comprehensive income.

Investments
 
Investments in other entities are accounted for using the equity method or cost basis depending upon the level of ownership and/or the Company's ability to exercise significant influence over the operating and financial policies of the investee. Equity investments are recorded at original cost and adjusted periodically to recognize the Company's proportionate share of the investees' net income or losses after the date of investment. When net losses from an equity accounted for investment exceed its carrying amount, the investment balance is reduced to zero and additional losses are not provided for. The Company resumes accounting for the investment under the equity method when the entity subsequently reports net income and the Company's share of that net income exceeds the share of net losses not recognized during the period the equity method was suspended. Investments are written down only when there is clear evidence that a decline in value that is other than temporary has occurred. When an equity accounted for investee issues its own shares, the subsequent reduction in the Company's proportionate interest in the investee is reflected in income as a deemed dilution gain proportionate interest in or loss on disposition.


 
9

 

CHANGES IN ACCOUNTING POLICIES

Financial Instruments

On October 1, 2006, the Company adopted three new accounting standards that were issued by the Canadian Institute of Chartered Accountants (“CICA”): Handbook Section 1530, Comprehensive Income, Handbook Section 3855, Financial Instruments – Recognition and Measurement, and Handbook Section 3865, Hedges and related amendments to Handbook Section 3251, Equity. The Company adopted the three standards and amendments prospectively.

Comprehensive Income

Section 1530 introduces Comprehensive Income, which consists of net income and other comprehensive income (“OCI”). OCI represents changes in shareholders’ equity during a period arising from transactions and other events with non-owner sources and includes unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation gains and losses arising from self-sustaining foreign operations, net of hedging activities, and changes in the fair value of the effective portion of cash flow hedging instruments. The Company did not have transactions or events that would have been recorded in OCI or Accumulated Other Comprehensive Income in these audited consolidated financial statements.

Financial Instruments – Recognition and Measurement

Section 3855, establishes standards for recognizing and measuring financial assets, financial liabilities and non financial derivatives, including the presentation of any resulting gains and losses.

All financial instruments are required to be measured at fair value on initial recognition. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables and other liabilities.

Financial assets and financial liabilities classified as held-for-trading are required to be measured at fair value with gains and losses recognized in net income.

Available-for-sale financial assets are required to be measured at fair value with unrealized gains and losses recognized in OCI.

Financial assets classified as held-to-maturity, loans and receivables and financial liabilities (other than those held-for-trading) are required to be measured at amortized cost.

The classifications above do not apply to investments where the Company has significant influence that are accounted for using the equity method.

 
10

 

Derivative instruments must be recorded on the balance sheet at fair value. Changes in fair value are required to be recognized in net income.

Impact upon adoption of CICA Handbook Sections 1530, 3855 and 3865

During fiscal 2007, the Company issued a derivative instrument for which it has ascribed a fair value and any changes in the fair value will be charged to income in the period of change.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

Earnings and cash flow are subject to volatility stemming mainly from movements in the U.S./Canadian dollar exchange rate and interest rates.  Gamecorp does not hedge its foreign currency as it deals almost exclusively in the domestic currency.

OTHER MD&A REQUIREMENTS

Annual Information Form

Additional information relating to the Company, including the Company’s Annual Information Return, may be found on SEDAR at www.sedar.com.

Disclosure of Outstanding Share Data

On June 24, 2008 the Company completed a share consolidation: one post-consolidation common share for every ten pre-consolidation shares outstanding. As at June 30, 2008, the Company had authorized 10,000,000 Common Shares without par value and had issued 4,230,205 Common Shares. If all options and warrants were exercised the number of Common Shares outstanding would be 5,181,305

OUTLOOK

The Company is well positioned with its gaming and telecommunications investments to generate superior returns for shareholders. Management believes that prudent gaming investments will generate substantial gains. However, the gaming investments are capital intensive and will require incremental financing to ensure success. The Company continues to fund the development of its gaining investee’s businesses, thus far primarily through the proceeds of the repayment of Newlook debts. The Company plans to dispose of certain legacy telecommunications investments over the medium term. The Company also contemplates raising funds through debt and/or equity instruments to fund the initial development of the gaming ventures.

The Company’s management is participating closely in the development of the gaming ventures and will be compensated for services provided. The Company’s business model for investment or merchant banking will serve as platform to develop and grow other types of invests in the future.
 

 
11
EX-99.4 5 ex99_4aug29-08.htm CEO CERTIFICATION ex99_4aug29-08.htm
 


Exhibit 99.4
Form 52-109F2 - Certification of Interim Filings


I, John G. Simmonds, Chief Executive Officer, certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Gamecorp Ltd., (the issuer) for the interim period ending June 30, 2008;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting.


Date: August 29, 2008


signed

/s/ John G. Simmonds
 
John G. Simmonds
Chief Executive Officer


EX-99.5 6 ex99_5aug29-08.htm CFO CERTIFICATION ex99_5aug29-08.htm
 


Exhibit 99.5
Form 52-109F2 - Certification of Interim Filings


I, Gary N. Hokkanen, Chief Financial Officer, certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings) of Gamecorp Ltd., (the issuer) for the interim period ending June 30, 2008;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP; and

5. I have caused the issuer to disclose in the interim MD&A any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent interim period that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting.


Date: August 29, 2008

signed

/s/ Gary N. Hokkanen
 
Gary N. Hokkanen
Chief Financial Officer

 

 


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