-----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, K9Tt0okGsICuS4n44BuT6VtWGlUKCDca/ipYsf/vHmeP8z+hCdvI3/nqI5NRSGjZ olrs3hkqtWCvtCYARm1ikA== 0000278165-00-000002.txt : 20000510 0000278165-00-000002.hdr.sgml : 20000510 ACCESSION NUMBER: 0000278165-00-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL GAMING & TECHNOLOGY INC CENTRAL INDEX KEY: 0000278165 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 020314487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-09047 FILM NUMBER: 622883 BUSINESS ADDRESS: STREET 1: 2575 S HIGHLAND DR CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027375560 MAIL ADDRESS: STREET 1: 2575 S HIGHLAND DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: GAMEX INDUSTRIES INC DATE OF NAME CHANGE: 19890928 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Nine Months Ended March 31, 2000 Commission File Number: 0-9047 GLOBAL GAMING AND TECHNOLOGY, INC. ------------------------------------------------------ (Exact Name of Registrant as specified in its charter) Delaware 02-0314487 - ------------------------------- ---------------------------- (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 2575 South Highland Drive, Las Vegas, Nevada 89109 ------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including Area Code: 702/732-1414 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X YES NO As of March 31, 2000, there was issued and outstanding 26,378,577 shares of Common Stock of Registrant. The aggregate market value of the shares of Common Stock held by non-affiliates (without admitting that any person whose shares are not included in determining such value is an affiliate) was not available because the prices for such shares are not quoted by the National Association of Securities Dealers through NASDAQ, its automated system for reporting quotes. Global Gaming and Technology, Inc. Form 10-Q Quarter Ended March 31, 2000 TABLE OF CONTENTS PART I - Financial Information: Page - -------------------------------- Item I - Financial Statements Balance Sheet 4 Statement of Operations and Deficit 5 Statement of Cash Flows 6 Summary of Significant Accounting Policies and Notes to Financial Statements 7-9 Item II - Management's Discussion and Analysis of Financial Condition and Results of Operations. 10 PART II - Other Information: 11 - ---------------------------- Item 1 - Legal Proceedings. Item 2 - Changes in Securities. Item 3 - Defaults upon Senior Securities. Item 4 - Submission of Matters to a vote of security holders. Item 5 - Related Party Transactions. Item 6 - Exhibits and Reports on Form 8-K. - 2 - PART I Global Gaming and Technology, Inc. Financial Statements March 31, 2000 - 3 - Global Gaming and Technology, Inc. Balance Sheet March 31, 2000 and June 30, 1999
Mar 31 June 30 2000 1999 (Unaudited) ASSETS CURRENT ASSETS Cash $ 23,377 $ 50,700 Inventories (Note 5) 4,000 4,000 ----------- ----------- Total Current Assets 27,377 54,700 ----------- ----------- OTHER ASSETS Deposits 300 300 ----------- ----------- Total Other Assets 300 300 ----------- ----------- TOTAL ASSETS $ 27,677 $ 55,000 =========== =========== LIABILITIES AND STOCKHOLDER'S DEFICIT CURRENT LIABILITIES Accounts Payable $ 10,009 $ 10,650 Accrued Interest 1,167,706 1,115,397 Notes Payable (Note 4) 860,935 860,935 ----------- ----------- Total Current Liabilities 2,038,650 1,986,982 ----------- ----------- STOCKHOLDER'S DEFICIENCY (Note 6) Preferred Stock, $.01 par value, 1,000,000 Shares Authorized, none issued. -0- -0- Common Stock, $.01 par value, 27,000,000 Shares Authorized, 26,378,577 Shares Issued (Including 51,382 held in the company name at no cost). 263,786 263,786 Paid in Capital in excess of par value 3,395,062 3,395,062 Accumulated Deficit (5,669,821) (5,590,830) ----------- ----------- Total Stockholder's Deficit (2,010,973) (1,931,982) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 27,677 $ 55,000 =========== =========== The accompanying notes are an integral part of these financial statements. - 4 -
Global Gaming and Technology, Inc. Statement of Operations and Deficit For the Three Months Ended March 31, 2000 and 1999 And the Nine Months Ended March 31, 2000 and 1999 (Unaudited)
Three Months Ended Nine Months Ended March 31 March 31 March 31 March 31 2000 1999 2000 1999 REVENUE AND INCOME $ -0- $ 926 $ -0- $ 926 ------------ ------------ ------------ ------------ Total Income -0- -0- -0- -0- ------------ ------------ ------------ ------------ COSTS AND EXPENSES Professional Fees 625 2,895 7,288 10,885 Interest 17,310 17,119 52,310 52,119 Transfer Fees 1,250 750 2,774 2,250 Salaries and Wages 4,875 4,875 14,625 14,625 Payroll Tax Expense 583 536 1,645 1,593 Miscellaneous 261 0 349 87 Total Costs ------------ ------------ ------------ ------------ and Expenses 24,904 26,175 78,991 81,559 ------------ ------------ ------------ ------------ Net Income (Loss) (24,904) (25,249) (78,991) (80,633) Deficit Beginning of Period (5,644,917) (5,511,166) (5,590,830) (5,455,782) ------------ ------------ ------------ ------------ Deficit End of Period (5,669,821) (5,536,415) (5,669,821) (5,536,415) ============ ============ ============ ============ Loss per Common Share $ (.001) $ (.001) $ (.003) $ (.003) ============ ============ ============ ============ Weighted Average Number of Common Shares Outstanding 26,378,577 26,378,577 26,378,577 26,378,577 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. - 5 -
Global Gaming and Technology, Inc. Statement of Cash Flows For the Nine Months Ended March 31, 2000 and 1999 (Unaudited)
Nine Months Ended March 31 March 31 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (78,991) $ (80,633) Changes in: Notes Receivable -0- 11,574 Accounts Payable (641) (42) Accrued Interest Payable 52,309 52,119 ----------- ----------- NET OPERATING CASH (27,323) (16,982) CASH FLOWS FROM INVESTING ACTIVITIES Capital Expenditures -0- -0- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Principal Payments on Debt -0- -0- ----------- ----------- Net Increase (Decrease) in Cash (27,323) (16,982) Cash Beginning of Period 50,700 79,606 ----------- ----------- Cash End of Period $ 23,377 $ 62,624 =========== =========== Supplemental Disclosures Interest Expense $ 52,310 $ 52,119 =========== =========== The accompanying notes are an integral part of these financial statements. - 6 -
Global Gaming and Technology, Inc. Notes to Financial Statements March 31, 2000 NOTE 1 - Summary of Significant Accounting Policies: - ---------------------------------------------------- Global Gaming and Technology, Inc. (The Company) was incorporated in the State of Delaware in 1973 and has elected June 30 as its year end. The Company, al- though dormant for the last several years, has been engaged in the research, development, manufacture, and marketing of electronic gaming devices and coin- less games of chance. The preparation of financial statements in conformity with generally accepted accounting prnciples requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of con- tingent 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. Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. NOTE 2 - Organization's Ability to Continue as a Going Concern: - --------------------------------------------------------------- The Company has been dormant for the past several years and lacks the resources to be competitive in the gaming industry at the present time. As of March 31, 2000, the Company has negative working capital of $2,011,273 and stockholders' deficit of $2,010,973. The Company initiated a patent infringement case. The case is being appealed by both parties. The manner in which the litigation is resolved is likely to have significant financial impact on the Company. NOTE 3 - Related Party Transactions: - ------------------------------------ Notes payable at March 31, 2000 and 1999 consist of $841,491 due to stock- holders bearing interest at 8% and 10% and are due on demand. Accrued interest at March 31, 2000 and 1999 was $1,167,706 and $1,098,087 and the Company incurrred interest expense of $17,310 and $17,119 in the three months then ended. See "Note 4 - Notes Payable" for details. - 7 - Global Gaming and Technology, Inc. Notes to Financial Statements March 31, 2000 NOTE 4 - Notes Payable - ----------------------
Current Non-Current Maturities Maturities Total Michael Wichinsky Payable upon demand. Interest payable quarterly at 8% $ 511,644 $ - 0 - $ 511,644 Michael Wichinsky Payable upon demand. Interest payable quarterly at 10% 105,490 - 0 - 105,490 Estate of William T. O'Donnell, Sr. Payable upon demand. Interest payable quarterly at 8% 224,357 - 0 - 224,357 State of New Jersey Payable in monthly installments of $1,363 including interest. This note is in arrears. 19,444 - 0 - 19,444 ---------- --------- ---------- TOTAL $ 860,935 - 0 - $ 860,935 ========== ========= ========== The Company incurred interest expense totaling $17,310 and $17,119 on these notes during the three months ended March 31, 2000 and 1999, respectively.
NOTE 5 - Inventories: - --------------------- The Company has inventory consisting of ten (10) slot machines from a settle- ment arising out of litigation with Univeral Distributing of Nevada, Inc. Pur- suant to SFAS 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of", the Company evaluated the recoverability of the long-lived assets. Due to rapid changes in gaming technology, the mach- ines did not hold their value. The estimated fair value was based on a recent offer to purchse the machines. - 8 - Global Gaming and Technology, Inc. Notes to Financial Statements March 31, 2000 NOTE 6 - Income Taxes: - ---------------------- The benefit for income taxes is different than the amount computed by applying the statutory federal income tax rate to net loss before taxes. A reconcilia- tion of the net income tax benefit follows: Nine Months Ended 03/31/00 03/31/99 --------- --------- Computed tax benefit at federal statutory rate $ 27,647 $ 28,222 Deferred income tax valuation allowance (27,647) (28,222) --------- --------- Provision for Federal Income Taxes $ 0 $ 0 ========= ========= The Provision for federal income taxes consisted of the following: 03/31/00 03/31/99 --------- --------- Current $ 0 $ 0 Deferred 0 0 --------- --------- Total $ 0 $ 0 ========= ========= The Deferred Tax Asset consisted of the following: Tax Benefit of NOL carryforwards $ 888,293 $ 944,599 Valuation Allowance (888,293) (944,599) --------- --------- Net Deferred Tax Asset $ 0 $ 0 ========= ========= The Company has a net operating loss carryforward ("NOL") for federal income tax reporting purposes at June 30, 1999 of $2,862,047. A portion of the NOL expires after each year. $276,972 will expire at June 30, 2000 if not utilized. - 9 - ITEM II - Management's Discussion and Analysis of Financial Condition and Results of Operations As of March 31, 2000, the Company had negative working capital of $2,011,273. The Company has no commitments for capital expenditures. As of March 31, 2000, the Company had stockholders' deficit of $2,010,973. During the three months ended March 31, 2000, the Company realized no revenues and incurred expenses of $24,904, $17,310 of which is accrued interest expense. Global Gaming and Technology, Inc. has been engaged in the design, manufacture and marketing of electronic microprocessor-controlled gaming machines. The Company, which was incorporated in Delaware in 1973, maintains its principal offices at 2575 South Highland Drive, Las Vegas, Nevada 89109. No machines have been manufactured during the three months ended March 31, 2000. The Company has been dormant for the past several years. Patents expired at the end of July, 1995 and are the subjects of current litigation pending a ruling by the court. Primary North American markets for gaming devices are Las Vegas, Nevada, and Atlantic City, New Jersey. The Company does not have the resources to apply for licenses in Nevada and New Jersey nor is the Company pursuing sales in smaller markets at the present time. The gaming industry is highly competitive, and the Company is at a severe competitive disadvantage because of its size and lack of resources. The Company has not generated any sales in the last three months and does not anticipate sales in the foreseeable future. The Company employs one person on a part-time basis. - 10 - PART II - OTHER INFORMATION ITEM 1 - Legal Proceedings - -------------------------- The Company initiated a patent infringement case which is being appealed by both parties. The manner in which the litigation is resolved is likely to have significant financial impact on the Company. ITEM 2 - Changes in Securities - ------------------------------ None. ITEM 3 - Defaults Upon Senior Securities - ---------------------------------------- Not Applicable ITEM 4 - Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ None ITEM 5 - Related Party Transactions - ----------------------------------- Michael Wichinsky (19% stockholder) has a note to the Company with a current balance of $511,644, 8% interest, payable on demand. Michael Wichinsky has a second note to the Company in the amount of $105,490 (10% interest, payable on demand). The Estate of William T. O'Donnell, Sr. (17% stockholder) has a note to the Company with a current balance of $224,357, 8% interest, payable on demand. There were no principal or interest payments on these notes during the three months ended March 31, 2000. Accrued interest payable on these notes as of March 31, 2000 amounts to $1,167,706, of which $1,133,776 is payable to Wichinsky and $33,930 is payable to O'Donnell. ITEM 6 - Exhibits and Reports on Form 8-K - ----------------------------------------- On July 26, 1999 the Company reported that Bradshaw Smith & Co had been engaged as the Company's Certified Public Accountants. - 15 - SIGNATURES ---------- Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBAL GAMING & TECHNOLOGY, INC. By: Mark Sarason Date: ------------------------------- ------------ Mark Sarason President and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons as a majority of the members of the Board of Directors of the registrant and in the capacities and on the dates indicated. By: Mark Sarason Date: 05/04/00 ------------------------------ ------------ Mark Sarason, Director By: Constance Koplow Date: 05/04/00 ------------------------------ ------------ Cosntance Koplow, Director - 12 - EX-27 2 ARTICLE 5 FIN. DATA SCHEDULE FOR 3RD QTR 10-Q
5 1 3-MOS Jun-30-2000 Jan-01-2000 Mar-31-2000 23377 0 0 0 4000 27377 0 0 27677 2038650 0 263786 0 0 (2274759) 27677 0 0 0 0 24904 0 17310 (26535) 0 (26535) 0 0 0 (26535) (.001) (.001)
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