InterAmerican Gaming 10Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the Quarterly Period Ended June 30, 2009

[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ______________ to ________________

Commission File No. 000-31639

INTERAMERICAN GAMING, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

Nevada	88-0436364
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

144 Front Street West, Suite 700

Toronto, Ontario, Canada M5J 2L7

(Address of Principal Executive Offices)

(416) 477-5656

(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated file	[ ]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The number of shares of common stock outstanding as of August 11, 2009: 67,868,234.

InterAmerican Gaming, Inc

INDEX

PART I	Financial Information

Item 1.	Condensed Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4.	Controls and Procedures	14

PART II.	Other Information

Item 1.	Legal Proceedings	16

Item 2.	Unregistered Sales of Equity Securities And Use Of Proceeds	16

Item 3.	Defaults Upon Senior Securities	16

Item 4.	Submission of Matters to a Vote of Security Holders	16

Item 5.	Other Information	16

Item 6.	Exhibits and Reports on Form 8-K	16

Signatures		17

PART I. Financial Information

Item 1. Condensed Financial Statements

InterAmerican Gaming, Inc and Subsidiaries

Condensed Consolidated Balance Sheets

(Stated in US dollars)

	June 30, 2009 (UNAUDITED)		September 30, 2008
ASSETS

Current assets
Cash	$	1,190	$	18,478
Accounts receivable		21,778		333
Prepaid expenses		-		2,035
Total current assets		22,968		20,846

Equipment, net of accumulated amortization (Note 6)		390,310		415,262
Intangibles (Note 4)		1,228,965		1,228,965
Total assets	$	1,642,243	$	1,665,073

LIABILITIES

Current liabilities
Due to related parties (Note 5)	$	552,856	$	185,868
Accounts payable		173,597		113,051
Accrued liabilities		17,050		8,500
Unissued share liability		-		43,900
Obligations under capital lease (Note 7)		115,377		48,883
Total current liabilities		858,880		400,202

Obligations under capital lease (Note 7)		211,264		249,467
Total liabilities	$	1,070,144	$	649,669

STOCKHOLDERS’ EQUITY

Common stock, $.00001 par value; 200,000,000 shares authorized, 67,868,234 and 65,903,886 shares issued and outstanding, respectively	$	679		$	660
Additional paid-in capital		9,100,948			8,947,067
Accumulated deficit		(8,529,528	)		(7,932,323	)
Total stockholders’ equity		572,099			1,015,404
Total liabilities and stockholders’ equity	$	1,642,243		$	1,665,073

See accompanying notes to financial statements

InterAmerican Gaming, Inc and Subsidiaries

Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended June 30, 2009, and June 30, 2008

(UNAUDITED)

		Three months ended June 30, 2009		Three months ended June 30, 2008			Nine months ended June 30, 2009		Nine months Ended June 30, 2008
Revenues:
Slot machine revenue, gross	$		90,878	$	-		$	160,810	$	-

Cost of revenues:
Revenue share			39,369		-			76,195		-
Gaming tax			6,116		-			10,694		-
Total cost of revenues			45,485		-			86,889		-

Gross profit			45,393		-			73,921		-

Operating expenses:
Management fees – related parties			59,135		126,639			176,121		248,952
Professional fees			5,847		19,152			39,487		111,854
General and administrative			106,858		30,902			388,362		129,402
Total operating expenses			171,840		176,693			603,970		490,208

Net loss before other expenses and income taxes			(126,447)		(176,693	)		(530,049)		(490,208	)

Other expenses (income)
Amortization			16,536		-			27,858		-
Interest expense			14,484		-			41,866		-
Foreign currency (gain) loss			33,909		-			(2,568)		-
Total other expenses			64,929		-			67,156		-

Net loss before income taxes			(191,376)		(176,693	)		(597,205)		(490,208	)

Provision for income taxes			-		-			-		-
Net loss		$	(191,376)	$	(176,693	)	$	(597,205)	$	(490,208	)

Loss per weighted average number of shares outstanding during the period
Basic and diluted
Net loss		$	(0.003)	$	(0.004	)	$	(0.009)	$	(0.013	)
Weighted average number of common shares outstanding during the year
Basic and diluted			66,962,945		48,040,553			66,635,553		38,207,219

See accompanying notes to financial statements

InterAmerican Gaming, Inc and Subsidiaries

Consolidated Statements of Stockholders’ Equity

For the Nine Month Period Ended June 30, 2009

(UNAUDITED)

	Common Stock
	Shares		Amount		Additional paid-in capital		Accumulated deficit			Total stockholders’ Equity

Balance, September 30, 2008		65,903,886	$	660	$	8,947,067	$	(7,932,323	)	$	1,015,404

Issuance of common stock in repayment of amounts owed to a related party		878,000		8		43,892		-			43,900

Net loss for the period		-		-		-		(214,053	)		(214,053)

Balance, December 31, 2008		66,781,886	$	668	$	8,990,959	$	(8,146,376	)	$	845,251

Net loss for the period		-		-		-		(191,776)			(191,776	)

Balance, March 31, 2009		66,781,886	$	668	$	8,990,959	$	(8,338,152	)	$	653,475

Issuance of common stock for consulting services		1,086,348		11		109,989		-			110,000

Net loss for the period		-		-		-		(191,376)			(191,376)

Balance, June 30, 2009		67,868,234	$	679	$	9,100,948	$	(8,529,528)		$	572,099

See accompanying notes to financial statements

InterAmerican Gaming, Inc and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended June 30, 2009, and June 30, 2008

(UNAUDITED)

	Nine months ended June 30,
	2009			2008
Net cash used in operations
Net loss	$	(597,205	)	$	(490,208	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		27,858			-
Changes in operating assets and liabilities:
Accounts receivable		(21,445	)		-
Accrued liabilities		8,550			3,387
Prepaid expenses		2,035			(5,614	)
Accounts payable		198,837			(103,433	)
Net cash used in operating activities	$	(381,370	)	$	(595,868	)
Cash flows provided by investing activities:
Acquisition of capital assets		(2,906	)		-
Net cash provided by investing activities:	$	(2,906	)	$	-
Cash flows provided by financing activities:
Issuance of common stock		-			90,000
Increase in due to related parties		366,988			506,281
Net cash provided by financing activities:	$	366,988		$	596,281

Increase (decrease) in cash and cash equivalents		(17,288	)		413


Cash and cash equivalents, beginning of period		18,478			2,475
Cash and cash equivalents, end of period	$	1,190		$	2,888

Non cash activities:

During the nine months ended June 30, 2009, the Company:

1.	issued 1,086,348 common shares valued at $110,000 for consulting services;

2.	issued 878,000 common shares valued at $43,900 pursuant to an unissued share liability.

During the nine months ended June 30, 2008, the Company:

1.	issued 13,500,000 common shares valued at $945,000 pursuant to the acquisition of InterAmerican Gaming Corp.;

2.	issued 8,000,000 common shares valued at $400,000 in repayment of amounts owed to a related party liability.

See accompanying notes to financial statements.

InterAmerican Gaming, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements

June 30, 2009

Note 1 – Nature of Business and Basis of Presentation

The Company was incorporated on September 2, 1999 in the State of Nevada as LMC Capital Corp. and was organized for the purpose of creating a corporate vehicle to locate and acquire an operating business. On December 12, 2001, the Company changed its name to K-Tronik International Corp. ("KTI").

On June 13, 2006, KTI announced it would implement a new corporate strategy focusing on horseracing track development opportunities. An agreement was signed on June 19, 2006 to buy exclusive rights for a racetrack and casino (racino) development opportunity in Saskatchewan, Canada. As part of the new strategy the Company incorporated 6584292 Canada Inc. under which it would operate the new development opportunity. On July 5, 2006, KTI changed its name to Racino Royale, Inc. to reflect its intention to engage in the business of owning or leasing race-courses and/or conduct horse-races.

On January 28, 2008, the Company acquired all of the issued and outstanding shares of InterAmerican Gaming Corp. (“InterAmerican”) a private casino management company focused on Latin America. InterAmerican provides experience in the Latin American gaming markets with specialization in implementing technology, systems and marketing programs. The company is pursuing acquisitions of existing operations as well as developing casino projects with hotel and resort partners.

On June 19, 2008, the Company formed a new subsidiary called IAG Peru S.A.C. (“IAG Peru”) to begin to organize the development of certain Peruvian opportunities. IAG Peru is 99% owned by InterAmerican Operations Inc. and 1% by InterAmerican Gaming, Inc.

On October 20, 2008, Racino Royale, Inc. changed its name to InterAmerican Gaming, Inc. to better reflect its business direction to invest in Latin American horseracing and gaming opportunities.

As of October 1, 2008, InterAmerican Gaming, Inc. ceased to be in the development stage, and therefore, need not present the cumulative amounts since its inception and other additional disclosures required by paragraphs 11-12 of FAS7.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, in accordance with 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.

There is doubt about the Company's ability to continue as a going concern as it has a working capital deficit of $835,912 and an accumulated deficit of $8,529,528 as at June 30, 2009. The Company's ability to continue as a going concern is dependent upon the Company's ability to raise additional capital and successfully complete a business acquisition or business opportunity. The outcome of these matters cannot be predicted at this time.

The Company heavily relies upon loans from related parties, specifically Gamecorp Ltd. (“Gamecorp”), to further provide capital contributions to its investments. As at June 30, 2009, Gamecorp holds a 45.17% ownership interest in the Company. During the three month period ended June 30, 2009, Gamecorp further advanced the Company $12,972. As at June 30, 2009 the Company is indebted to Gamecorp for $286,546.

Gamecorp is an investment and merchant banking enterprise focused on the development of its investments in the gaming and technology sectors. Gamecorp’s technology investments have suffered due to unforeseen events and the global financial crisis. Gamecorp may not be able to provide additional capital over the next year to the Company in order to satisfy existing liabilities and make further capital contributions to its investments. Failure to obtain such capital could adversely impact the Company’s operations and prospects.

The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classifications of the assets and liabilities that would be necessary if the going concern basis was not appropriate.

Subsequent events were evaluated through August 12, 2009, the date the financial statements were issued.

Deployment of Slot Machines in Peru

In February 2009, the Company installed 60 slot machines at Fantasy Club Del Peru SA (“Fantasy”) locations, operating under various brands throughout the country: “Slot City” in Chiclayo, “Monos Dorados” in Huacho and Huaral.

Signature Gaming Letter of Intent

On April 15, 2009 the Company entered into a letter of intent with Signature Gaming Management Peru, S.A.C. (“SGM”) to provide up to $500,000 in project financing for the purpose of operating slot machines and conducting race and sports wagering at the Jockey Club of Arequipa (“JCA”) located in Arequipa, Peru. The Company will receive controlling interest in SGM. Pursuant to the letter of intent the Company will be the exclusive provider of gaming equipment to the project and will receive certain management and incentive fees.

SGM, a private entity formed to pursue gaming opportunities in Peru, has entered into certain agreements with the JCA, including management of the newly constructed Carro Colorado Racetrack and leasing space in the JCA-owned Social Club, located in the center of Arequipa. Arequipa is a city with approximately 1.4 million people and is considered to have the highest per capita income in Peru due to the extensive mining and agricultural operations.

Note 2. Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year. There have been no significant changes of accounting policies since September 30, 2008. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2008, as filed with the Securities and Exchange Commission.

Revenue Recognition

The Company recognizes as gaming revenue the net win from gaming activities which is the difference between coins and currency deposited into the machines and payments made to customers.

Accounts Receivable

The Company recognizes accounts receivables as cash receipts net of revenue share and gaming tax and therefore does not provide an allowance for doubtful accounts.

Note 3. Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162 on its consolidated financial statements but does not expect it to have a material effect.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 141(R), "Business Combinations”. SFAS 141(R) establishes principles and requirements for how the

acquirer, recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, an any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010. The Company is currently evaluating the impact of SFAS 141(R) on its consolidated financial statements but does not expect it to have a material effect.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 160, "Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended September 30, 2010. The Company is currently evaluating the impact of SFAS 160 on its consolidated financial statements but does not expect it to have a material effect.

In March 2008, FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring companies to enhance disclosure about how these instruments and activities affect their financial position, performance and cash flows. SFAS 161 also improves the transparency about the location and amounts of derivative instruments in a company’s financial statements and how they are accounted for under SFAS 133. SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008 and interim periods beginning after that date. As such, the Company is required to adopt these provisions beginning with the quarter ending in March 2009. The adoption of this pronouncement had no material impact on the Company’s consolidated financial statements.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events” (“FAS 165”). FAS 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. FAS 165 will be effective in the second quarter of fiscal 2010. We do not expect the adoption of FAS 165 to have a material effect on our financial position, cash flows, or results of operations.

In June 2009, the FASB issued Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”, to formally establish the FASB Accounting Standards Codification as the single source of authoritative, nongovernmental U.S. GAAP, in addition to guidance issued by the SEC. On the effective date, the Codification will supersede existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification becomes nonauthoritative. Therefore, from the effective date of the Codification, there will no longer be levels of authoritative GAAP, rather there will only be authoritative and nonauthoritative GAAP. All content within the Codification carries the same level of authority. The Statement makes the Codification effective for interim and annual periods ending after September 15, 2009. The Company does not expect the impact of SFAS No. 168 to have a material effect on its consolidated financial statements.

Note 4 – Intangibles

On January 28, 2008, the Company acquired intangible assets, valued at $1,228,965, representing purchased management agreements or contracts associated with gaming business opportunities in Latin America. The agreements at the time of acquisition were in the form of letters of intent to manage; the redevelopment of a slot machine gaming venue at a horseracing enterprise in Latin America, to redesign and improve horseracing simulcasting operations and other related gaming related ventures. Intangible assets will begin to be amortized once these contracts are signed and begin to produce revenue.

Note 5 – Due to Related Parties

Periodically, the Company advances funds and pays expenses on behalf of related parties and funds are advanced and expenses are paid by related parties on behalf of the Company. These transactions result in non-interest bearing payables or receivables to related parties.

Amounts due to related parties were:

	June 30, 2009		September 30, 2008
Entities with common directors and/or officers	$	452,291	$	157,630
Officers and directors		100,565		28,238
Total	$	552,856	$	185,868

Amounts due to related parties are non-interest bearing, unsecured and do not have any specific repayment terms.

Note 6 – Equipment

	June 30, 2009						September 30, 2008
	Cost		Accumulated Amortization		Net		Net

Office equipment	$	5,314	$	868	$	4,446	$	4,172
Gaming equipment		419,892		34,028		385,864		411,090

	$	425,206	$	34,896	$	390,310	$	415,262

Note 7 - Obligations Under Capital Lease

On August 31, 2008 the Company obtained lease purchase financing totalling $294,000 from a related party for gaming equipment. The Company will be obligated to pay monthly payments of $11,275 based on a term of 36 months and an effective lease rate of 18%. The equipment has been provided as security for the financing. At June 30, 2008, obligations under capital lease included $32,641 of accrued interest. As of June 30, 2009, the Company is in default of five scheduled monthly lease payments for a total of $54,079.

Note 8 - Subsequent Events

Departure of Director

On July 30, 2009, Mr. Adam Szweras resigned as a member of the Board of Directors of InterAmerican Gaming, Inc.. Mr. Szweras’ resignation was voluntary and did not involve a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

The following discussion should be read in conjunction with the Company’s condensed consolidated financial statements and the notes thereto. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

Overview

The Company’s focus is on gaming opportunities in Latin America. During the nine months ended June 30, 2009 the Company continued to pursue acquisitions or existing operations as well as develop projects with hotels and casinos. The new business opportunities will require additional funding for capital expenditures and losses prior to achieving breakeven operations.

Signature Gaming Letter of Intent

As of October 1, 2008, InterAmerican Gaming, Inc., ceased to be in the development stage, and therefore, need not present the cumulative amounts since its inception and other additional disclosures required by paragraphs 11-12 of FAS7.

Results of operations for the three month period ended June 30, 2009 compared to 2008

Revenues

Revenue is generated from slot machines owned by the Company that are deployed in gaming establishments in Peru. Initially the Company installed machines in Lima, Peru but was not satisfied with the operating results that were being generated. During the three month period ended March 31, 2009, the Company redeployed substantially all of the slot machines in gaming venues in the provinces of Peru (outside of Lima) and results have begun to improve.

The Company recorded $90,878 in slot machine revenue for the three month period ended June 30, 2009. The cost of revenues was $39,369 in revenue sharing with the owner and/or operators of various gaming facilities and $6,116 in local gaming tax. For the three month period ended June 30, 2009 the Company had a gross profit of $45,393.

General and administrative expenses

General and administrative expenses were $106,858 during the three month period ended June 30, 2009 and $30,902 during the three month period ended June 30, 2008. General and administrative expenses include consulting, travel and auto, occupancy and communications and other similar costs associated with operating the business in its current state of evolution. The increase in expenses is the result of a change in classification of items previously recorded as related party management fees now recorded as consulting costs within general and administrative expenses. During the three month period ended June 30, 2009 consulting costs totalled $75,000, travel and entertainment costs totalled $7,074, director’s fees totalled $15,046, slot maintenance and storage totalled $7,453 and other miscellaneous costs totalling $2,285.

Management fees – related parties

Management fees paid or payable to related parties were $59,135 during the three month period ended June 30, 2009 and $126,639 during the three month period ended June 30, 2008. Management fees in the current period are the result of the Company exploring new business opportunities in the Latin American gaming market through its InterAmerican subsidiary. The decrease in management fees is a result of an internal reorganization of management in order to focus on gaming opportunities in the Latin American gaming market. Amounts previously recorded as related party management fees are now recorded as consulting costs in general and administrative costs.

Professional fees

Professional fees were $5,847 during the three month period ended June 30, 2009 and $19,152 during the three month period ended June 30, 2008. Professional fees were incurred to obtain gaming industry expertise, to obtain advice on organizational matters associated with the proposed Latin American business opportunities and legal advice on operating in foreign jurisdictions. Professional fees has decreased as a result of a decline in general business activity as the Company further plans and refocuses its efforts on various opportunities in the Latin American Gaming market.

Other expenses

During the three month period ended June 30, 2009, amortization costs totalled $16,536 and interest expense relating to obligations under capital lease totalled $14,484.

During the three months ended June 30, 2009 the Company recorded a foreign currency loss of $33,909. A substantial portion of the Company’s liabilities and expenses are recorded in Canadian Dollars. For the three month period ended June 30, 2009 the Canadian Dollar appreciated significantly in value to the U.S. Dollar which led to the foreign exchange loss.

Operating loss

The loss from continuing operations during the three month period ended June 30, 2009 was $191,376 (approximately $0.003 per share) compared to $176,693 (approximately $0.004 per share) during the comparative period in the prior year. Management expects to continue to incur pre-operating losses until the Company develops additional revenue streams in Latin America.

Results of operations for the nine month period ended June 30, 2009 compared to 2008

The Company recorded $160,810 slot machine revenue for the nine month period ended June 30, 2009. The cost of revenues was $76,195 in revenue sharing with the owner and/or operators of various gaming facilities and $10,694 in local gaming tax. For the nine month period ended June 30, 2009 the Company had a gross profit of $73,921.

General and administrative expenses

General and administrative expenses were $388,362 during the nine month period ended June 30, 2009 and $129,402 during the nine month period ended June 30, 2008. General and administrative expenses include consulting, travel and auto, occupancy and communications and other similar costs associated with operating the business in its current state of evolution. The increase in expenses is the result of a change in classification of items previously recorded as related party management fees now recorded as consulting costs within general and administrative expenses. During the nine month period ended June 30, 2009 consulting costs totalled $244,875, travel and entertainment costs totalled $47,268, director’s fees totalled $44,744, slot maintenance and storage totalled $23,143 and other miscellaneous costs totalling $28,332.

Management fees – related parties

Management fees paid or payable to related parties were $176,121 during the nine month period ended June 30, 2009 and $248,952 during the nine month period ended June 30, 2008. The decrease in expenses is the result of a change in classification of items previously recorded as related party management fees now recorded as consulting costs within general and administrative costs. Management fees in the current period are the result of the Company exploring new business opportunities in the Latin American Gaming market through its InterAmerican subsidiary.

Professional fees

Professional fees were $39,487 during the nine month period ended June 30, 2009 and $111,854 during the nine month period ended June 30, 2008. Professional fees were incurred to obtain gaming industry expertise, to obtain advice on organizational matters associated with the proposed Latin American business opportunities and legal advice on operating in foreign jurisdictions. Professional fees has decreased as a result of a decline in general business activity as the Company further plans and refocuses its efforts on various opportunities in the Latin American Gaming market.

Other expenses (income)

During the nine month period ended June 30, 2009 amortization costs totalled $27,858 and interest expense relating to obligations under capital lease totalled $41,866.

Foreign currency gain for the nine month period ended June 30, 2009 totalled $2,568 a result of the appreciation of the U.S. dollar against the Canadian dollar.

Operating loss

The loss from continuing operations during the nine month period ended June 30, 2009 was $597,205 (approximately $0.009 per share) compared to $490,208 (approximately $0.013 per share) during the comparative period in the prior year. The change is attributable to an increase in consulting costs associated with exploring opportunities in the Latin American Gaming market, interest expense associated with obligations under capital lease and amortization in relationship to slot machine equipment. Management expects to continue to incur pre-operating losses until the Company develops additional revenue streams in Latin America.

Critical Accounting Policies

We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies.

Because of the uncertainty inherent in these matters, actual results could differ from the estimates we used in applying the critical accounting policies. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely event that would result in materially different amounts being reported.

The accounting assumptions and policies used in the preparation of our financial statements are explained in the notes attached thereto and appearing later in this Report on Form 10Q.

Liquidity and Capital Resources

Our total assets decreased $22,830 from $1,665,073 at September 30, 2008 to $1,642,243 at June 30, 2009. The decrease in total assets is primarily a result of a $17,288 reduction in cash used for operating activities, $24,952 reduction of equipment offset by a $21,445 increase in accounts receivable.

Our total liabilities increase from $649,669 at September 30, 2008 to $1,070,144 at June 30, 2009, an increase of $420,475. Due to related parties increased to $552,856 from $185,868, an increase of $366,988 of which amounts owed to entities with common officers and/or directors increased $294,661 and amounts owed to officers and/or directors increased $72,327. Due to related party amounts do not have specific repayment terms and it is expected that these amounts will be repaid as the financial position of the Company improves. Accounts payable and accrued liabilities increased to $190,647 from $121,551, an increase of $69,096, amounts of which are primarily due to costs incurred for professional and consulting services. Unissued share liability decreased from $43,900 to $nil as a result of shares issued to a related party in repayment of amounts owed. Obligations under capital lease increased to $326,641 from $298,350, an increase of $28,291. As of June 30, 2009 the Company is in default of five scheduled monthly lease payments.

The stockholders’ equity has decreased from $1,015,404 at September 30, 2008 to $572,099 at June 30, 2009, primarily a result of our $597,205 loss for the nine months ended June 30, 2009

At June 30, 2009, the Company had a working capital deficit of $835,912 and cash of $1,190 as compared to working capital deficit of $379,356 and cash and cash equivalents of $18,478 at September 30, 2008. The increase in working capital deficit was primarily attributed to a $597,205 loss for the nine month period ended June 30, 2009.

Net cash used in operating activities was $381,370 arising from the operating losses as adjusted for non-cash working capital items.

Cash flows used in investing activities totalled $2,906 and consisted of capital assets acquired.

Cash flows provided by financing activities were $366,988 primarily from advances from related parties.

The Company is negotiating the terms and conditions of various business opportunities that will require incremental financing by the Company. Depending upon the result of these negotiations the amount of additional financing may be substantial.

The Company is in the due diligence phase of the proposed Arequipa project (Note 1) and will require approximately $500,000 to $700,000 in financing for that project. Management intends to finance this project partially through new equity and a convertible debenture secured by the assets and cash flows of the project.

The Company's continuation as a going concern is uncertain and dependant on successfully bringing its services to market, achieving future profitable operations and obtaining additional sources of financing to sustain its operations, the outcome of which cannot be predicted at this time. The Company largely relies on related parties to fund the operating losses as it develops its go forward business plan. Management is hopeful that the financial position of the

Company will improve as the new business strategy unfolds. There can be no assurance that funding will continue on favourable terms if at all. In the event the Company does not generate positive cash flow from future operations or cannot obtain the necessary funds, it will be necessary to delay, curtail or cancel the business operations.

Inflation

Management does not believe that inflation had a material adverse affect on the financial statements for the periods presented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls And Procedures

Disclosure controls and procedures

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of such period, are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There have been no significant changes in our internal controls over financial reporting during the third quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

This Quarterly Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2009. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

PART II Other Information

Item 1. Legal Proceedings.

The Registrant is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Registrant has been threatened.

Item 2. Unregistered Sales of Equity Securities And Use Of Proceeds
Date	Securities Issued To:	Number of Shares


June 12, 2009	South Palm Beach Jewish Federation	100,000

June 1, 2009	Julio Calmet	986,348

Item 3. Defaults Upon Senior Securities.

Not Applicable

Item 4. Submission Of Matters To A Vote Of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits And Reports On Form 8-K

(a) Exhibits. Exhibits included or incorporated by reference herein: See Exhibit Index.

Exhibit Index

Number	Exhibit Description

3.1	Articles of Incorporation (incorporated by reference to Exhibit 3 of the Registration Statement on Form 10-SB filed on September 28, 2000).

3.2	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 2 of the Form 10-SB filed on September 28, 2000).

3.3	Certificate of Amendment to Articles of Incorporation dated October 13, 2000. (incorporated by reference to Exhibit 3.3 of the Form 10-QSB filed on September 28, 2000)

3.4	ByLaws (incorporated by reference to Exhibit 3.3 of the Form 10-QSB filed on November 7, 2001)

31.1	Section 302 Certification of Chief Executive Officer *

31.2	Section 302 Certification of Chief Financial Officer *

32.1	Section 906 Certification of Chief Executive Officer *

32.2	Section 906 Certification of Chief Financial Officer *

* Filed herein.

(b) Reports on Form 8-K:

None

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.

INTERAMERICAN GAMING, INC

Dated: August 12, 2009


/s/ John G Simmonds			/s/ Gary N Hokkanen
Name: John G. Simmonds			Name: Gary N. Hokkanen
Title: Chief Executive Officer			Title: Chief Financial Officer

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Litigious
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InterAmerican Gaming (IAGM) Inactive 10-Q2009 Q3 Quarterly report

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