EXHIBIT 99.9
KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2005
| | 06/30/05 |
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ASSETS | Notes | S/. | US$ |
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| | | (Note 4) |
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Current assets | | | | | | | |
Cash and cash equivalents | | | | 1,782,321 | | 547,885 | |
Accounts receivable | | | | 970,980 | | 298,479 | |
Inventory | | 5. | | 420,886 | | 129,380 | |
Prepaid expenses | | | | 111,678 | | 34,330 | |
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Total current assets | | | | 3,285,865 | | 1,010,075 | |
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Property, plant, and equipment - net | | 5. | | 63,744,259 | | 19,594,985 | |
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Goodwill - net | | 5. | | 1,361,978 | | 418,672 | |
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Other intangible assets - net | | | | 1,322 | | 406 | |
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Total assets | | | | 68,393,424 | | 21,024,138 | |
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KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2005
| | 06/30/05 |
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LIABILITIES & SHAREHOLDERS’ EQUITY | Notes | S/. | US$ |
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| | | (Note 4) |
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Current liabilities | | | | | | | |
Accounts payable | | | | 145,867 | | 44,839 | |
Other current liabilities | | | | 433,668 | | 133,310 | |
Advance from shareholder | | | | 31,758 | | 9,763 | |
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Total current liabilities | | | | 611,293 | | 187,911 | |
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Total liabilities | | | | 611,293 | | 187,911 | |
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Shareholders’ equity | |
Common stock, 100,000,000 shares authorized, | |
51,000,400 shares issued and outstanding as of | |
June 30, 2005 | | | | 67,925,830 | | 20,880,400 | |
Accumulted deficits | | 3. | | (143,699 | ) | (44,173 | ) |
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Total shareholders’ equity | | | | 67,782,131 | | 20,836,227 | |
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Total liabilities and shareholders’ equity | | | | 68,393,424 | | 21,024,138 | |
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KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2005
| | 06/30/05 |
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ASSETS | Notes | S/. | US$ |
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| | | (Note 4) |
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Operating revenue | | | | 8,718,410 | | 2,680,039 | |
Cost of sales | | | | (2,678,876 | ) | (823,486 | ) |
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Gross profit | | | | 6,039,534 | | 1,856,553 | |
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Cost and expenses | |
General and administrative expenses | | | | (829,144 | ) | (254,879 | ) |
Selling and marketing expenses | | | | (856,100 | ) | (263,165 | ) |
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Total cost and expenses | | | | (1,685,244 | ) | (518,044 | ) |
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Operating income | | | | 4,354,290 | | 1,338,509 | |
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Non-operating incomes (expenses) | |
Financial income | | | | 205,224 | | 63,086 | |
Financial loss | | | | (114,540 | ) | (35,210 | ) |
Other gains or losses | | | | 16,564 | | 5,092 | |
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Total non-operating income-net | | | | 107,248 | | 32,968 | |
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Income taxes | | | | (1,333,304 | ) | (409,857 | ) |
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Net Income | | | | 3,128,234 | | 961,619 | |
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KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2005
| | Common Stocks | Retained Earnings | Total |
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| Notes | S/. | S/. | S/. | US$ |
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Balance as of December 31, 2004 | | 3. | | 44,128,095 | | 43,080,338 | | 87,208,433 | | 26,807,872 | |
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Net income for the six months ended June 30, 2005 | | | | | | 3,128,234 | | 3,128,234 | | 961,619 | |
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Dividend declared and distributed | | | | | | (9,017,733 | ) | (9,017,733 | ) | (2,772,051 | ) |
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2005 capital infusion-Kubuk Investment SAC | | 2. | | 65,905,547 | | 65,905,547 | | 20,259,365 | |
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2005 capital infusion-Kubuk Gaming SAC | | | | 20,000 | | 20,000 | | 6,148 | |
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Consolidated goodwill included | | | | 1,361,978 | | 1,361,978 | | 418,672 | |
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Consolidated subsidiary accumulated deficits | | | | (355,233 | ) | 355,233 | | -- | | -- | |
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Net equity of Bruce Groupo Diversion, SAC | | 2. | | (43,134,557 | ) | (37,689,771 | ) | (80,824,328 | ) | (24,845,398 | ) |
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Balance as of June 30, 2005 | | | | 67,925,830 | | (143,699 | ) | 67,782,131 | | 20,836,227 | |
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KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2005
| | 06/30/05 |
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| Notes | S/. | US$ |
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| | | (Note 4) |
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Cash flows from operating activities: | | | | | | | |
Net income | | | | 3,128,234 | | 961,619 | |
Adjustments to reconcile net income to net cash | |
provided by operating activities: | |
Depreciation | | | | 491,504 | | 151,088 | |
Net changes in operating assets and liabilities: | |
Accounts receivable | | | | 2,295,674 | | 705,690 | |
Other receivable | | | | (1,038,697 | ) | (319,295 | ) |
Inventories | | | | (265,196 | ) | (81,521 | ) |
Prepaid expenses | | | | (104,330 | ) | (32,071 | ) |
Other assets | | | | 1,657,275 | | 509,446 | |
Accounts payable | | | | (409,793 | ) | (125,970 | ) |
Other current liabilities | | | | (383,295 | ) | (117,825 | ) |
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Net cash provided by operating activities | | | | 5,371,376 | | 1,651,161 | |
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Cash flows from investing activities: | |
Purchase of property, plant, and equipment | | | | (1,258,229 | ) | (386,780 | ) |
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Net cash used in investing activities | | | | (1,258,229 | ) | (386,780 | ) |
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Cash flows from financing activities: | |
Borrowing from shareholder | | | | 31,758 | | 9,763 | |
Dividends paid | | | | (9,017,733 | ) | (2,772,051 | ) |
Proceeds from issuance of common stock-Kubuk Investment | | 1. | | 2,922,040 | | 898,235 | |
Proceeds from issuance of common stock-Kubuk Gaming | | 1. | | 20,000 | | 6,148 | |
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Net cash used by financing activities | | | | (6,043,935 | ) | (1,857,905 | ) |
| | | | -- | | -- | |
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Net increase/(decrease) in cash and cash equivalents | | | | (1,930,788 | ) | (593,524 | ) |
Cash and cash equivalents at the beginning of consolidated period | | | | 7,187,497 | | 228,974 | |
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Cash and cash equivalents at the end of consolidated period | | | | 5,256,709 | | (364,550 | ) |
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Cash balance appropriated for owners of Bruce Groupo | |
Diversion SAC and excluded from cash at the end of period | | 2. | | (3,474,388 | ) | (1,068,027 | ) |
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Cash and cash equivalents at the end of period | | | | 1,782,321 | | 547,885 | |
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Significant Non-cash Transaction: | |
Sale of properties, plant and equipment by Bruce Groupo | |
Diversion SAC to Kubuk Investment SAC | | 1. | | 62,983,507 | | 19,361,130 | |
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KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
1. | | Business Organization and Reorganization |
| Kubuk International, Inc. (KII, or the Company) is a California corporation and was incorporated on January 7, 2002. The majority shareholders of KII also control 99% of total voting stock of Bruce Groupo Diversion, S.A.C. (Bruce Groupo), a Peruvian company that operated a hotel and casino (Bruce Hotel/Casino) in Lima, Peru from 1997 to May 21, 2005. |
| Kubuk Investment S.A.C. (KISAC) was formed in year 2001 by the majority shareholders of KII in Peru. KII’s majority shareholders also formed Kubuk Gaming S.A.C. (KGSAC) in year 2005 in Peru. |
| Starting on August 4, 2001, Bruce Groupo and KISAC entered into a series of sale and purchase agreements (Sale and Purchase Agreements) of the hotel assets and certain casino properties owned and operated by Bruce Groupo for purpose of transferring these properties to KISAC. Total consideration for all Sale and Purchase Agreements was in the amount of S/. 62,970,744. On May 21, 2005, all assets subject to the scope of the sale and purchase agreements were transferred to and received by KISAC, which then commenced to carry on the hotel lodging businesses of Bruce Hotel/Casino. |
| The major casino operation of Bruce Hotel/Casino has been temporarily closed for renovation since March 2005. During the renovation, Bruce Groupo continued to operate slot machines in the casino till July 1, 2005, when MINCETUR, the gaming authority of Peru, issued gaming licenses to KGSAC. KGSAC then took over the slot machine operations and will conduct all other gaming activities of Bruce Hotel/Casino when the renovation project is completed at the end of year 2005. |
| On June 15, 2005, KII and the shareholders of KISAC and KGSAC entered into an Agreement and Plan of Reorganization (the Reorganization Agreement), under which KII issued 50,920,000 shares of common stock to the shareholders of KISAC and KGSAC in exchange for their entire ownership holdings of KISAC and KGSAC. As of June 30, 2005, both KISAC and KGSAC were 100% owned by KII. |
2. | | Principles of Consolidation |
| The consolidated financial statements are prepared to include the accounts of KII, Bruce Groupo, KISAC and KGSAC as of and for the six-month period ending June 30, 2005. All significant inter-company balances and transactions during the six-month period and the balances of assets, liabilities and owners’ equity of Bruce Groupo as of June 30, 2005 have been eliminated. |
KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
| Bruce Groupo, which is a member of the consolidated group because of common ownership control, is not a subsidiary of KII. |
3. | | Summary of Significant Differences between accounting principles followed by the Company and U.S. generally accepted accounting principles |
| The Company’s financial statements have been prepared in accordance with Peruvian GAAP, which differ in certain respects from U.S. GAAP. |
| Peruvian GAAP – Peruvian GAAP require the restatement of assets and liabilities into constant Peruvian Nuevos Soles as of the date of the last financial statements presented. All non-monetary assets and liabilities and income statement amounts have been restated to reflect changes in the Peruvian wholesale price index, from the date the assets were acquired or the liabilities were incurred to the year-end. The purchasing power gain (loss) included in income (loss) reflects the effect of Peruvian inflation on the monetary liabilities of the Company during the year. |
| U.S. GAAP – Under U.S. GAAP, account balances and transactions are stated in the units of currency of the period when the transactions are originated. This accounting model is commonly known as the historical cost basis of accounting. The US GAAP reconciliation of net income and shareholder’s equity does not reflect as a difference the effect of the general price level restatement. |
4. | | Information Expressed in U.S. dollars |
| The consolidated financial statements are stated in the Peruvian currency Nuevos Soles. This report contains translations of certain Nuevo Sol amounts into Dollars at specified rates solely for the convenience of the reader and has been made at the rate of S/. 3.253= US$1, the approximate exchange rate at June 30, 2005. No representation is made that the Noevo Sol amounts could have been, or could be, converted into United States Dollars at that or any other rate. |
5. | | Significant Accounting Policies |
| The preparation of consolidated financial statements in conformity with generally accepted accounting principles in Peru requires management of the Company to make certain estimates and assumptions. These estimates and assumptions affect |
KUBUK INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2005
| the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
| Inventories are presented at adjusted cost or market value, whichever is lower. Cost is established based on either the last-in, first out assumption or, in certain cases, specific identification method. |
| (c) | | Properties, Plant and Equipment |
| Properties, plant and equipment are stated at the adjusted cost or market value, whichever is lower. Depreciation is calculated based on straight-line method over estimated useful life of the property. Betterment or improvements to properties are capitalized to properties, plant and equipment accounts. Repairs and maintenance costs are charged to expense accounts. |
| The Company records the consideration paid in excess of fair value of net assets acquired in the reorganization with KISAC and KGSAC as goodwill. Goodwill is amortized using straight-line method over 20 years. |