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SECURITIES AND EXCHANGE COMMISSION FORM 10-QSB/A Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Six Months Ended
December 31, 2002 Commission File Number
0-9047 GLOBAL GAMING TECHNOLOGY, INC.
Delaware____________
02-0314487______________
1200 N Federal Highway #200, Boca Raton, FL
33432 Registrant's Telephone Number, including Area Code : (561) 447-8222 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 December 31, 2002 there was issued and outstanding 26,328,028 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 Technology, Inc. TABLE OF CONTENTS Page PART I Financial Information: Item I Financial Statements: Balance Sheets
4 Condensed Statements of Operations and Deficit
5 Condensed Statements of Cash Flows
6 Summary of Significant Accounting Policies and Notes to Condensed Financials
Statements
7-9 Item II Management's Discussion and Analysis of Financial Condition and Results of
Operations.
9-10 Item III Controls and Procedures
10 PART II Other Information: Item 1 Legal Proceedings.
10 Item 2 Changes in Securities.
10 Item 3 Defaults upon Senior Securities.
10 Item 4 Submission of Matters to Vote of Security Holders.
10 Item 5 Exhibits and Reports on Form 8-K.
10
EXHIBITS Certification of Controls and Procedures
Washington, D.C. 20549
(Exact Name of Registrant as specified in its charter)
(State of Incorporation)
(IRS Employer Identification Number)
(Address of Principal Executive Offices)
(Zip Code)
Form 10-Q
Quarter Ended December 31, 2002
Global Gaming Technology, Inc.
Financial Statements
December 31, 2002
Global Gaming Technology, Inc. |
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|
Balance Sheets |
||||||||||||
December 31, 2002 and June 30, 2002 |
|||||||||||||
(Unaudited) |
|||||||||||||
12/31/2002 |
6/30/2002 |
||||||||||||
ASSETS |
|||||||||||||
Current Assets: |
|||||||||||||
Cash |
$ 1,435 |
$ 4,405 |
|||||||||||
Total Current Assets |
1,435 |
4,405 |
|||||||||||
Other Assets: |
|||||||||||||
Deposits/Prepayments |
390 |
390 |
|||||||||||
Total Other Assets |
390 |
390 |
|||||||||||
TOTAL ASSETS |
$ 1,825 |
$ 4,795 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
|||||||||||||
Current Liabilities: |
|||||||||||||
Accounts Payable/Accruals |
$ 6,181 |
$ 52 |
|||||||||||
Accounts Payable, related parties (Note 3) |
7,031 |
2,032 |
|||||||||||
Accrued Interest Payable (Note 3) |
1,358,874 |
1,323,874 |
|||||||||||
Notes Payable (Note 3) |
841,492 |
841,492 |
|||||||||||
Total Current Liabilities |
2,213,578 |
2,167,450 |
|||||||||||
Stockholders' Deficit: |
|||||||||||||
Preferred Stock, $.01 par value, 1,000,000 |
|||||||||||||
Shares authorized, none issued. |
0 |
0 |
|||||||||||
Common Stock, $.01 par value, 27,000,000 |
|||||||||||||
Shares authorized, 26,328,028 issued |
|||||||||||||
and outstanding |
263,280 |
263,280 |
|||||||||||
Additional Paid-in-Capital |
3,428,493 |
3,410,868 |
|||||||||||
Accumulated Deficit |
(5,903,526) |
(5,836,803) |
|||||||||||
Total Stockholders' Deficit |
(2,211,753) |
(2,162,655) |
|||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
$ 1,825 |
$ 4,795 |
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Global Gaming Technology, Inc. |
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Condensed Statements of Operations and Deficit |
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For the Three Months Ended December 31, 2002 and 2001 |
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And the Six Months Ended December 31, 2002 and 2001 |
|||||||||||||
(Unaudited) |
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Three Months Ended |
Six Months Ended |
||||||||||||
December 31 |
December 31 |
||||||||||||
2002 |
2001 |
2002 |
2001 |
||||||||||
Revenue & Income: |
|||||||||||||
Sales |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
|||||||||
Other Income |
0 |
1850 |
0 |
1,850 |
|||||||||
0 |
1850 |
0 |
1,850 |
||||||||||
Cost of Sales: |
|||||||||||||
Transportation & Warehouse |
0 |
0 |
0 |
442 |
|||||||||
Total Cost of Sales |
0 |
0 |
0 |
442 |
|||||||||
Gross Profit |
0 |
1,850 |
0 |
1,408 |
|||||||||
|
|||||||||||||
Operating Expenses: |
|||||||||||||
Interest |
17,500 |
17,500 |
35,000 |
35,000 |
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Salaries |
9,562 |
16,875 |
18,875 |
34,050 |
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Professional Services |
0 |
3,632 |
8,625 |
9,132 |
|||||||||
Travel |
0 |
2,297 |
530 |
4,540 |
|||||||||
Taxes |
0 |
0 |
831 |
1,600 |
|||||||||
Other Expenses |
1,213 |
3,880 |
2,862 |
6,839 |
|||||||||
Total Operating Expenses |
28,275 |
44,184 |
66,723 |
91,161 |
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Net Loss for the Period |
(28,275) |
(42,334) |
(66,723) |
(89,753) |
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Deficit Beginning of Period |
(5,875,251) |
(5,851,367) |
(5,836,803) |
(5,803,948) |
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Deficit End of Period |
$(5,903,526) |
$ (5,893,701) |
$ (5,903,526) |
$ (5,893,701) |
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Loss per Common Share |
$ (0.001) |
$ (0.002) |
$ (0.002) |
$ (0.003) |
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Weighted Average Number of |
|||||||||||||
Common Shares Outstanding |
26,328,028 |
26,328,028 |
26,328,028 |
26,328,028 |
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Global Gaming Technology, Inc. |
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Condensed Statements of Cash Flows |
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For the Six Months Ended December 31, 2002 and 2001 |
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(Unaudited) |
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Six Months Ended |
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December 31 |
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2002 |
2001 |
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Cash Flow From Operating Activities: |
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Net Loss |
$ (66,723) |
$ (89,753) |
||||
Services Contributed by Officers |
17,625 |
0 |
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Changes in: |
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Notes Receivable, related party |
0 |
50,000 |
||||
Deferred Revenue |
0 |
442 |
||||
Accounts Payable |
11,128 |
(1,203) |
||||
Accrued Interest Payable |
35,000 |
35,000 |
||||
Net Operating Cash |
(2,970) |
(5,514) |
||||
Net Decrease in Cash |
(2,970) |
(5,514) |
||||
Cash at Beginning of Period |
4,405 |
8,593 |
||||
Cash at End of Period |
$ 1,435 |
$ 3,079 |
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Supplemental Disclosures |
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Services Contributed by Officers |
$ 17,625 |
$ 0 |
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Global Gaming Technology, Inc.
Notes to Condensed Financial Statements
December 31, 2002
(Unaudited)
NOTE 1 Summary of Significant Accounting Policies:
As permitted by the Securities and Exchange Commission under Rule 10-01 of Regulation S-X, the accompanying financial statements and notes have been condensed and, therefore, do not contain all disclosures required by generally accepted accounting principles. For additional disclosures, refer to the Annual Report on Form 10-K of the Company for the year ended June 30, 2002 ("Fiscal 2002"). In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the results for interim periods. Organization and nature of business:
Global Gaming and Technology, Inc. (the "Company") was incorporated in the State of Delaware in 1973 and has elected June 30th as its year end. The Company has been engaged in the research, development, manufacture, and marketing of electronic gaming devices and coinless games of chance.
Uses of estimates in preparation of financial statements:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.
Loss per share:
Loss per share was computed by dividing the net loss or loss by the weighted average number of shares outstanding during the period.
Revenue recognition:
The Company recognizes revenue after the machines are delivered, installed, tested and accepted by the buyer.
NOTE 2 Organization's Ability to Continue as a Going Concern:
The Company lacks the resources to be competitive in the gaming industry at the present time. As of December 31, 2002, the Company has negative working capital of $2,212,143 and Stockholders' Deficit of $2,211,753. Management plans to continue to seek joint venture opportunities in which the Company would provide the expertise and licensing and the joint venture partner would provide the capital.
Global Gaming Technology, Inc. Notes to Condensed Financial Statements
December 31, 2002
(Unaudited)
NOTE 3 Related Party Transactions:
Notes payable at December 31, 2002 and June 30, 2002 consist of $841,492 due to stockholders bearing interest at 8% and 10% and are due on demand. Accrued interest at December 31, 2002 and June 30, 2002, was $1,358,874 and $1,323,874, respectively, and the company incurred interest expense of $35,000 during each of the six month periods ended December 31, 2002, and 2001. See "Note 4- Notes Payable" for details.
Accounts payable, related parties, consists of amounts due to stockholders and a company under common control, are non-interest bearing, and due on demand. During the six months ended December 31, 2002, two officers contributed their services, valued at $17,625 to the company. Constance Koplow, Director, contributed services valued at $9,750 and Glenn E. Wichinsky, President, contributed part-time services of approximately fifteen hours per week valued at $7,875.
NOTE 4 Notes Payable:
Notes Payable at December 31, 2002, and June 30, 2002, consisted of the following:
December 31, 2002 June 30, 2002
Michael Wichinsky, a stockholder,
bearing interest at 8%, due on
demand.
$ 511,644
$ 511,644
Michael Wichinsky, a stockholder,
bearing interest at 10%, due on
demand.
105,491
105,491
Estate of William T. O'Donnell, Sr.,
a stockholder, bearing interest
at 8%.,due on demand.
224,357
224,357
TOTAL $ 841,492 $ 841,492
The Company incurred interest expense totaling $35,000 on these notes each of the six month periods
ended December 31, 2002, and 2001.
Global Gaming Technology, Inc.
Notes to Condensed Financial Statements
December 31, 2002
(Unaudited)
NOTE 5 Commitments and Contingencies:
During the year ended June 30, 2000, the Company entered into a verbal agreement with an individual for sales and marketing. The individual's compensation is on a commission basis and she has been granted an option to purchase up to 100,000 shares each year for $.025 per share, for five years, commencing July 1, 2000. During the quarter ended December 31, 2002, no options were exercised.
ITEM II Management's Discussion and Analysis of Financial Condition
And Results of Operations
As of December 31, 2002, the Company had negative working capital of $2,212,143. The Company has no commitments for capital expenditures and salaried corporate officers and administrative support personnel have continued in their corporate capacities without seeking or receiving compensation. As of December 31, 2002, the Company had a stockholders' deficit of $2,211,753. Expenses for the six months totaled $66,723, of which $35,000 is accrued interest expense.
There was no income for the six months ended December 31, 2002. Global Gaming Technology, Inc. has been engaged in the design, manufacture and marketing of electronic microprocessor-controlled gaming machines. The Company, incorporated in the state of Delaware in 1973, maintains principal offices at 1200 North Federal Highway, Suite 200, Boca Raton, Florida 33432.
During the past two fiscal years, the Company has not engaged in any research and development of new gaming products and no new gaming machines were manufactured. The Company has been offered exclusive options on licensed gaming product and technology, based upon the ability of the Company to secure appropriate funding. Efforts are continuing for the realization of suitable bridge financing and additional funding to enable the Company to exercise those options to acquire or license gaming technology which the Company deems promising for successful marketing and distribution. The gaming machine industry is highly competitive. Bally Gaming and International Gaming Technology are principal domestic competitors. Asian and Australian manufacturers and marketing companies have also entered the domestic market and have become a significant competitive factor.
Newer technology has made certain products obsolete. The Company has lacked the financial resources to compete in markets for the sale of new products and has redirected its emphasis into the market of quality used gaming equipment while reviewing opportunities to develop and introduce new technology into the gaming industry. Some of the principal shareholders of the Company have informally agreed to participate in the contribution of shares to the Company which the Company will have available for acquisition of assets of other businesses. With the exception of the program to make acquisitions through the use of the shares, the Company has not currently formulated any specific financing arrangements. The lack of financial resources has prohibited the Company from expanding operations. The primary gaming markets cannot by serviced unless the Company obtains gaming licenses in the states. The Company has included licensing and investigative costs for targeted jurisdictions into its proposed financial budget.
ITEM 3 Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Treasurer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15-14(c)) as of a date within 90 days before the filing date of this quarterly report. Based on that evaluation, they have concluded that our current disclosure controls and procedures are effective in providing the material information required to be disclosed in the reports we will or submit under the Exchange Act.
Changes in Internal Controls. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation.
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings
The Company is not a party to any current or pending litigation.
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
No matter was submitted to the vote of security holders during the period ended December 31, 2002.
ITEM 5 Exhibits and Reports on Form 8-K
No exhibits and no reports on Form 8-K were filed during the period covered by this Form 10Q.
SIGNATURES
Pursuant to the requirements of Section 13 or 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:
Date:____________________
Glenn E. Wichinsky
President, Secretary and Treasurer
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:
Date:____________________
Claudia D. Wichinsky
Director
By:
Date:____________________
Constance L. Koplow
Director
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Gaming Technology, Inc., on Form 10-QSB for the period ending December 31, 2002, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Glenn E. Wichinsky, Chief Executive Officer, and acting principal financial officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
Glenn E. Wichinsky
Chief Executive Officer Treasurer
(Acting Principal Financial Officer)
CERTIFICATIONS
I, Glenn E. Wichinsky certify that:
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6, I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses..
Dated: February 14, 2003
Glenn E. Wichinsky
Chief Executive Officer