U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ______________
Commission file number: 000-29443
VIVA GAMING & RESORTS INC.
(Exact name of small business issuer as specified in its charter)
FLORIDA 65-0873132
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3753 Howard Hughes Parkway, Suite 200, Las Vegas Nevada 89109
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number (702) 262-6477
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ] NO [ X ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 7,157,400 as of April 19,
2000.
VIVA GAMING & RESORTS INC.
Form 10-QSB for the quarter ended March 31, 1999
TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
Page
PART I Financial Information
Item 1. Financial Statements (unaudited):
Condensed and Consolidated:
Balance Sheet as of March 31, 2000 3
Statements of Operations for the three months ended March 31,
2000 and March 31, 1999 and for the period
from December 9, 1997 (inception) to March 31, 2000 4
Statements of Stockholders' Equity for the period
from December 9, 1997 (inception) to March 31, 2000 5
Statements of Cash Flows for the three months ended March 31,
2000 and March 31, 1999 and for the period
from December 9, 1997 (inception) to March 31, 2000 6
Notes to Condensed and Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of
Operation 9
PART II Other Information
Item 1. Legal Proceedings 11
Item 2 Changes in Securities and Use of Proceeds 11
Item 3 Defaults Upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
Item 6 Exhibits and Reports on Form 8-K 12
SIGNATURES 13
2
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Condensed and Consolidated Balance Sheet
(Unaudited)
March 31, 2000
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Assets
Current assets
Cash $ 837,736
Prepaid expenses 175,000
Other current assets 13,661
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Total current assets 1,026,397
Property and equipment, net 14,499
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$ 1,040,896
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Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities $ 69,467
Advances from stockholders and officers 145,969
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Total current liabilities 215,436
Stockholders' equity
Share capital
Authorized
10,000,000 preferred shares with $0.10 par value
100,000,000 common shares with $0.001 par value
Issued
6,934,400 common shares 6,934
Common stock to be issued 825,000
Additional paid-in capital 1,621,016
Deficit accumulated during the development stage (1,627,490)
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825,460
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$ 1,040,896
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The Accompanying Notes are an Integral
Part of These Financial Statements
3
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Condensed and Consolidated Statements of Operations
(Unaudited)
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Period from
December
Three Months Ended 9, 1997
March 31, (inception)
--------------------------- to March
2000 1999 31, 2000
Revenue $ -- $ -- $ --
Operating Expenses
Consultants 110,826 -- 288,169
Depreciation 568 -- 1,126
Interest -- -- 1,153
Legal and accounting 48,584 2,652 74,273
Office and administration 59,519 119 205,881
Payroll and related costs 50,557 -- 198,375
Regulatory, transfer and fees 4,468 1,267 22,784
Stock based compensation -- -- 675,450
Travel, entertainment and promotion 64,216 1,232 169,025
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338,738 5,270 1,636,236
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(Loss) from operations (338,738) (5,270) (1,636,236)
Other income (expenses)
Foreign exchange 4,356 962 3,014
Interest -- 1,664 5,732
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4,356 2,626 8,746
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Net (loss) $ (334,382) $ (2,644) $(1,627,490)
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Net (loss) per share - Basic and Diluted $ (0.05) $ -- $ (0.29)
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Weighted average shares
of common stock outstanding 6,856,800 5,216,667 5,611,951
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The Accompanying Notes are an Integral
Part of These Financial Statements
4
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Condensed and Consolidated Statements of Stockholders' Equity
(Unaudited)
Deficit
Common Unearned Additional Accumulated During
Common Stock Stock to be Consulting Paid-in the Development
Shares Amount Issued Fees Capital Stage
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Initial capitalization
June 30, 1998 for cash 3,750,000 $ 3,750 $ $ $ 108,750 $
Net (loss) (189,710)
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Balance as of
December 31, 1998 3,750,000 3,750 108,750 (189,710)
Shares issued for:
Settlement of
accounts payable 2,750,000 2,750 107,250
Consulting services 200,000 200 199,800
Consulting services 40,000 40 60,000 (60,000) 39,960
Stock options granted to
Non-employees for services 675,450
Net (loss) (1,103,398)
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Balance as of
December 31, 1999 6,740,000 6,740 60,000 (60,000) 1,131,210 (1,293,108)
Shares issued for:
Private placement 120,000 120 499,880
Private placement fee 14,400 14 59,986
Consulting services 60,000 60 (60,000) 60,000 59,940
Private placement shares
to be issued 825,000
Private placement commissions (130,000)
Net (loss) (334,382)
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Balance as of
March 31, 2000 6,934,400 $6,934 $ 825,000 $ $ 1,621,016 $ (1,627,490)
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The Accompanying Notes are an Integral
Part of These Financial Statements
5
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Condensed and Consolidated Statements of Cash Flows
(Unaudited)
- --------------------------------------------------------------------------------
Period from
December
Three Months Ended 9, 1997
March 31, (inception)
-------------------- to March
2000 1999 31, 2000
Cash provided by (used in) operating activities $ (269,284) $ 26 $ (659,882)
Cash flows from financing activities
Proceeds from the issuance of common stock 430,000 -- 542,500
Advances to stockholder -- -- (115,366)
Repayment from stockholder advance -- -- 115,366
Proceeds from note payable -- -- 112,500
Repayment of note payable -- -- (112,500)
Advances from stockholders and officers 70,228 -- 363,362
Repayment of stockholders and officers advances (217,620) -- (217,620)
Proceeds from common stock to be issued 825,000 -- 825,000
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Cash provided by financing activities 1,107,608 -- 1,513,242
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Cash flows from investing activities
Acquisition of property and equipment (3,878) -- (15,624)
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Cash (used in) investing activities (3,878) -- (15,624)
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Increase in cash 834,446 26 837,736
Cash, beginning of period 3,290 -- --
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Cash, end of period $ 837,736 $ 26 $ 837,736
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The Accompanying Notes are an Integral
Part of These Financial Statements
6
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Notes to Condensed and Consolidated Financial Statements
(Unaudited)
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NOTE 1: BASIS OF CONSOLIDATION
These financial statements include the accounts of Viva Gaming & Resorts
Inc. (the "Company") and its wholly owned limited liability company Corpus
Christi Day Cruises, LLC. All material intercompany transactions and
balances have been eliminated upon consolidation
NOTE 2: INTERIM FINANCIAL DATA
The accompanying unaudited condensed and consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to form
10-QSB. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. All adjustments that, in the opinion of management,
are necessary for the fair presentation of the results of operations for
the interim periods have been made and are of a recurring nature unless
otherwise disclosed herein. The results of operations for the three month
period ended March 31, 2000 is not necessarily indicative of the results
that will be realized for a full year. For further information, refer to
the financial statements and notes thereto contained in the Company's
Registration Statement on Form 10-SB.
NOTE 3: LIMITED LIABILITY COMPANY FORMATION
Nature of Company
In March 2000, the Company formed Corpus Christi Day Cruises, LLC ("LLC")
in the state of Nevada. The LLC was formed to operate a day cruise that is
intended to entertain a minimum of 1,500 adult passengers daily. The
Company is currently the sole member of the LLC, however the Company
intends to obtain the financing the LLC requires to carry out its business
through the sale of an equity interest in the LLC. After such financing,
the Company may be a minority equity holder in the LLC.
Lease Agreement
In March 2000, the LLC entered into a five year lease agreement with the
Port of Corpus Christi that covers a six acre parcel of land located at
Harbor Island which is to be utilized in the business noted above.
NOTE 4: PRIVATE PLACEMENTS
During the period January to March 2000, the Company raised gross proceeds
of $500,000 from a private placement to offshore non-U.S. investors. In
connection with this private placement, the Company issued 120,000 shares
of common stock and 80,000 warrants to purchase additional shares of common
stock at $6.25 per share for a period of one year. The Company also issued
14,400 shares and 9,600 warrants as a fee for assistance in this private
placement. The private placement raised net proceeds of $430,000.
During the same period the Company raised additional gross proceeds of
$800,000 from the sale of a second private placement of units of the
Company to offshore non-U.S. investors and $25,000 from the exercise of
warrants issued under the first private placement.
7
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Notes to Condensed and Consolidated Financial Statements
(Unaudited )
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NOTE 5: SUBSEQUENT EVENTS
In April 2000, the Company received the balance of gross proceeds of
$50,000 from the second, private placement to offshore non-U.S. investors
and thereafter issued 204,000 shares of common stock and 136,000 warrants.
This private placement raised net proceeds of $748,000. The warrants issued
entitle the holder to purchase one share of common stock at $6.25 per share
for a period of one year. The Company also issued 15,000 shares of common
stock and 10,000 warrants for fees related to the private placement.
8
The information contained in this quarterly report about us and our
business and operations contains "forward-looking statements." Such statements
consist of any statement other than a recitation of historical fact and can be
identified by the use of forward-looking terminology such as "may," "expect,"
"anticipate," "estimate" or "continue" or the negative thereof or other
variations thereon or comparable terminology. You are cautioned that all
forward-looking statements are necessarily speculative, and there are certain
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in such forward looking statements. We do not
have a policy of updating or revising forward-looking statements and thus it
should not be assumed that silence by our management over time means that actual
events are bearing out as estimated in such forward looking statements.
ITEM 2 Management's Discussion and Analysis or Plan of Operations
The Company is in the business of acquiring or developing and managing
casino gaming operations that are either undervalued or evidence a high rate of
profitability, and providing consulting and managerial services relating to the
management and operation of such facilities.
Since our last year end we have undertaken the following to further the
successful implementation of our business model:
In February 2000 we engaged a consultant to represent us in gaining
access to Indian gaming operations in California. Since the recent approval of
Proposition 1A in California in March 2000, it is anticipated that approximately
50 Class III gaming facilities will be operational within the next several
years. We are seeking consulting or managerial agreements from operators of
these facilities, and we recently submitted multiple proposals, through our
consultant, for engagement for consulting services by established casinos in
Southern and Northern California. These proposals are currently under
consideration for approval by the tribal operators.
In March 2000, we organized a Nevada limited liability company to operate
a full-service Day Cruise to Nowhere gaming facility. We are currently the sole
member of the LLC. The LLC proposes to sell membership interests in the LLC to
fund the LLC's plans to operate the Cruise to Nowhere. While sale of membership
interests will likely reduce our equity ownership of the LLC to less than 50%,
we also expect to generate revenue from managerial services to be rendered. The
LLC has entered into a five-year lease with the Port of Corpus Christi, Texas,
to lease a six-acre parcel of property in Port Aransas that will serve to allow
passengers access to the Cruise to Nowhere. All gaming will take place at sea,
at least nine miles into international waters. The LLC is obligated to make
monthly lease payments commencing July 1, 2000, at an initial rent of $3,200 per
month. Until such time as the LLC obtains equity or debt financing, the Company
may, but is not obligated to, advance funds to the LLC to enable it to meet its
current obligations.
We have not yet engaged in any revenue-producing activities, nor are we a
party to any binding agreements that will generate revenues. However, we
continue to seek and evaluate various opportunities consistent with our business
model that we believe will, over time, allow us to become profitable and enhance
shareholder values. Due to our lack of revenue-production to date, and our lack
of contractual commitments to generate revenue, there is no basis at this time
for investors to make an informed determination as to the prospects for our
future success. For similar reasons, our auditors have included in their report
covering our financial statements for the years ended December 31, 1999 and
1998, that there is substantial doubt about our ability to continue as a going
concern.
9
To date, we have funded our operations through a combination of borrowings
and the sale of our equity securities. In early 2000, we completed the sale of
units consisting of a total of 120,000 shares of stock and 80,000 warrants,
resulting in net proceeds to us of approximately $430,000. Thereafter, we
completed the further sale of units consisting of a total of 204,000 shares of
stock and 136,000 warrants, resulting in net proceeds to us of approximately
$748,000. We also received $25,000 in March 2000 for the exercise of warrants to
purchase 4,000 shares of common stock at $6.25 per share. The sale of these
shares was effected off-shore, pursuant to SEC rules, regulations and
interpretations, including Regulation S.
We are seeking to raise approximately $4.3 million through the sale of
membership interest(s) in the LLC to fund the LLC's plan of operations for the
Day Cruise to Nowhere. With funding, the LLC plans to complete its acquisition
of a vessel to house the operations and complete terminal development and
ancillary work. The budget for the project is $5.8 million. We have commenced
the LLC's plan of operation and are incurring expenses related thereto. The
LLC's business operations are expected to employ over 200 staff in Corpus
Christi when operational.
To implement our business plan, we will be required to seek additional
funding in the form of equity investments or shareholder loans to meet the
expected shortfall between expenses and expected revenue over the next 12 month
period. There is no assurance additional financing, as required, will be
available to us upon acceptable terms.
10
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
None
ITEM 2. Changes in Securities and Use of Proceeds
Sales of Equity Securities Pursuant to Regulation S
In January 2000, we issued 20 units, each unit consisting of 6,000 shares
and warrants to purchase 4,000 shares, for an aggregate purchase price of
$500,000 or $25,000 per unit. Each warrant, which is not freely transferable,
entitles the owner to purchase one share, for a period of one year, at an
exercise price of $6.25. The units were sold to 16 non-U.S. persons. In
connection with this transaction, we also paid $70,000 and issued 14,400 shares
and 9,600 warrants to non-U.S. finders who assisted us in identifying the
purchasers of units. This was an "offshore" transaction, effected outside the
United States, to non-U.S. persons, and was either (a) not subject to the
registration provisions of Federal securities laws or (b) was exempt from the
registration requirements thereof pursuant to the provisions of Regulation S.
The purchasers had access to financial and other information about us and was
afforded the opportunity to ask questions of us concerning our operations and
the terms of the share issuance. Each purchaser represented that he was
acquiring the shares for investment purposes and the documentation evidencing
the transaction contained the disclosure required by Regulation S. The
certificates evidencing the shares that were issued in January, 2000 contained a
legend restricting their transferability absent registration under the
Securities Act or the availability of an applicable exemption from registration.
During February and March 2000, we sold 17 units, each of these unit
consisting of 12,000 shares and warrants to purchase 8,000 shares, for an
aggregate purchase price of $850,000 or $50,000 per unit. The units were sold to
14 non-U.S. persons. Each warrant, which is not freely transferable, entitles
the owner to purchase one share, for a period of one year, at an exercise price
of $6.25. In connection with this transaction, we also paid $102,000 and issued
15,000 shares and 10,000 warrants to a non-U.S. finder who assisted us in
identifying the purchasers of units. These sales of units were "offshore"
transactions, effected outside the United States, to non-U.S. persons, and was
not subject to the registration requirements thereof pursuant to the provisions
of Regulation S. The purchasers had access to financial and other information
about us and were afforded the opportunity to ask questions of us concerning our
operations and the terms of the investment. Each purchaser represented that he
was acquiring the shares for investment purposes and the documentation
evidencing the transaction contained the disclosure required by Regulation S.
The certificates evidencing these shares were issued in April, 2000 and
contained a legend restricting their transferability absent registration under
the Securities Act of 1933, as amended, or the availability of an applicable
exemption from registration.
During March 2000, we also received $25,000 in connection with the
exercise of 4,000 warrants. The certificates evidencing these shares were issued
in April, 2000 and contained a legend restricting their transferability absent
registration under the Securities Act of 1933, as amended, or the availability
of an applicable exemption from registration.
11
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Submissions of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
(a) Index to Exhibits
Exhibits Description of Document
3.1 Articles of Organization for Corpus Christi Day Cruises, LLC.
10.1 Consulting Agreement with Chuck Campbell
10.2 Lease Agreement between Corpus Christi Day Cruises, LLC and the
Port of Corpus Christi Authority of Nueces County, Texas.
27 Financial Data Schedule
(b) Reports on 8-K.
No reports on form 8-K were filed during the quarter.
12
SIGNATURES
In accordance with the Requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Viva Gaming & Resorts Inc.
(Registrant)
Date May 15, 00
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By /s/ Robert Sim
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(Robert Sim, Chairman of the Board)
Date May 15, 00
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By /s/ Martin Gross
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(Martin Gross, President and Chief Executive Officer)