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 June 30, 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 [ X ] NO [ ]
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 July 25, 2000.
VIVA GAMING & RESORTS INC.
Form 10-QSB for the quarter ended June 30, 2000
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 June 30, 2000 3
Statements of Operations for the six months ended
June 30, 2000 and June 30, 1999 and for the period
from December 9, 1997 (inception) to June 30, 2000 4
Statements of Operations for the three months ended
June 30, 2000 and June 30, 1999 5
Statements of Stockholders' Equity for the period
from December 9, 1997 (inception) to June 30, 2000 6
Statements of Cash Flows for the six months ended June 30,
2000 and June 30, 1999 and for the period
from December 9, 1997 (inception) to June 30, 2000 7
Notes to Condensed and Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis or Plan of
Operation 11
PART II Other Information
Item 1. Legal Proceedings 13
Item 2 Changes in Securities and Use of Proceeds 13
Item 3 Defaults Upon Senior Securities 13
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 5 Other Information 13
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 14
2
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Condensed and Consolidated Balance Sheet
(Unaudited)
June 30, 2000
Assets
Current assets
Cash $ 1,661
Prepaid expenses 127,411
Other current assets 8,059
-----------
Total current assets 137,131
Advance receivable 347,500
Cash reserved for construction 400,039
Property and equipment, net
Site construction $ 462,878
Other 13,683
------------ -----------
476,561
-----------
$ 1,361,231
-----------
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities $ 200,431
Advances from stockholders and officers 836,957
-----------
Total current liabilities 1,037,388
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
7,157,400 common shares 7,157
Additional paid-in capital 2,393,793
Deficit accumulated during the development stage (2,077,107)
-----------
Total Stockholders' Equity 323,843
-----------
$ 1,361,231
===========
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)
Period from
December
9, 1997
Six Months Ended (inception)
June 30, to June 30,
------------------------- ------------
2000 1999 2000
---- ---- --------
Revenue $ $ $
Operating Expenses
Consultants 230,299 407,642
Depreciation 1,383 1,941
Interest 1,153
Finance fees 51,100 51,100
Legal and accounting 107,855 8,420 133,544
Office and administration 113,458 12,017 259,820
Payroll and related costs 152,709 8,981 300,527
Regulatory, transfer and fees 9,113 4,624 27,429
Stock based compensation 675,450
Travel, entertainment and promotion 122,734 28,564 227,543
--------- --------- -----------
Total operating expenses 788,651 62,606 2,086,149
--------- --------- -----------
(Loss) from operations (788,651) (62,606) (2,086,149)
--------- --------- -----------
Other income (expenses)
Foreign exchange 4,652 (6,302) 3,310
Interest 2,866 5,732
--------- --------- -----------
Total other income (expenses) 4,652 (3,436) 9,042
--------- --------- -----------
Net (loss) $(783,999) $ (66,042) $(2,077,107)
--------- --------- -----------
Net (loss) per share - Basic and Diluted $ (0.11) $ (0.01) $ (0.36)
Weighted average shares
of common stock outstanding 6,986,270 5,861,878 5,799,153
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 Operations
(Unaudited)
Three Months Ended
June 30,
--------
2000 1999
---- ----
Revenue $ $
Operating Expenses
Consultants 119,473
Depreciation 815
Finance fees 51,100
Legal and accounting 59,272 5,768
Office and administration 53,939 11,898
Payroll and related costs 102,152 8,981
Regulatory, transfer and fees 4,645 3,357
Travel, entertainment and promotion 58,518 27,331
----------- -----------
Total operating expenses 449,914 57,335
----------- -----------
(Loss) from operations (449,914) (57,335)
----------- -----------
Other income (expenses)
Foreign exchange 297 (7,265)
Interest 1,202
----------- -----------
Total other income (expenses) 297 (6,063)
----------- -----------
Net (loss) $ (449,617) $ (63,398)
----------- -----------
Net (loss) per share - Basic and Diluted $ (0.06) $ (0.01)
Weighted average shares
of common stock outstanding 7,115,741 6,500,000
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 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
------ ------ ------ ---- ------- -----
Initial capitalization
June 30, 1998 for cash 3,750,000 $ 3,750 $ $ $ 108,750 $
Net (loss) (189,710)
---------- -------- -------- --------- --------- -----------
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)
---------- -------- -------- --------- --------- -----------
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 324,000 324 1,349,676
Private placement fee 29,400 29 122,471
Consulting services 60,000 60 (60,000) 60,000 59,940
Exercise of warrants 4,000 4 24,996
Private placement commissions (294,500)
Net (loss) (783,999)
Balance as of --------- ------ ------- --------- ----------- -----------
June 30, 2000 7,157,400 $7,157 $ $ $ 2,393,793 $(2,077,107)
========= ====== ======= ========= =========== ===========
The Accompanying Notes are an Integral
Part of These Financial Statements
6
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Condensed and Consolidated Statements of Cash Flows
(Unaudited)
Period from
December
9, 1997
Six Months Ended (inception)
June 30, to June 30,
---------------------------- ------------
2000 1999 2000
---- ---- ----
Cash used in operating activities $ (534,157) $ (277,933) $ (924,755)
----------- ----------- -----------
Cash flows from financing activities
Proceeds from the issuance of common stock 1,203,000 110,000 1,315,500
Advances to stockholder (115,366)
Repayment from stockholder advance 115,366 115,366
Proceeds from note payable 112,500
Repayment of note payable (112,500)
Advances from stockholders and officers 769,231 81,787 1,062,365
Repayment of stockholders and officers advances (225,408) (225,408)
----------- ----------- -----------
Cash provided by financing activities 1,746,823 307,153 2,152,457
----------- ----------- -----------
Cash flows from investing activities
Acquisition of property and equipment (466,756) (478,502)
Cash reserved for property and equipment (400,039) (400,039)
Advance receivable (347,500) (347,500)
----------- ----------- -----------
Cash used in investing activities (1,214,295) (1,226,041)
----------- ----------- -----------
Increase (decrease) in cash (1,629) 29,220 1,661
Cash, beginning of period 3,290
----------- ----------- -----------
Cash, end of period $ 1,661 $ 29,220 $ 1,661
=========== =========== ===========
The Accompanying Notes are an Integral
Part of These Financial Statements
7
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Notes to Condensed and Consolidated Financial Statements
(Unaudited)
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 six month period ended June 30, 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 casino day cruise with a
capacity of 2500 passengers on two cruises daily (the "Cruise"). The Company is
the sole member of the LLC. (Note 7).
Lease Agreement
In March 2000, the LLC entered into a five year lease agreement with the Port of
Corpus Christi (the "Port") that covered a six acre parcel of land located at
Harbor Island for $3,200 monthly. In May 2000, the lease agreement was amended
to cover a total of 8.55 acres at a revised lease rate of $4,560 monthly. Under
the terms of this lease, improvements to the site are credited to the accruing
rent and will become the property of the Port, accordingly, the LLC does not
expect to have to make payments under this lease through its term. (Note 5).
NOTE 4: ADVANCE RECEIVABLE
Through June 30, 2000, the Company made advances to Viva Gaming & Resort de
Mexico, S.A. de C.V. ("Viva Mexico"), a Mexican corporation in which the Company
is seeking to invest. The advances are unsecured and bear no fixed terms of
repayment. Certain directors of the Company hold a 49% interest in Viva Mexico
which the Company is negotiating to acquire.
8
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Notes to Condensed and Consolidated Financial Statements
(Unaudited )
NOTE 5: CASH RESERVED FOR CONSTRUCTION
In May 2000, the LLC entered into an Escrow Fund Agreement to secure the
LLC's obligations to perform and pay for improvements to the site at Harbor
Island. Under the terms of this agreement and the lease agreement with the Port
of Corpus Christi, the LLC is required to place funds in the escrow account to
cover the payment of improvements to be undertaken. Funds are released to
contractors in accordance with their contracts. Any funds remaining after the
satisfaction of all work related liabilities will be returned to the LLC.
NOTE 6: 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.
In April 2000, the Company raised gross proceeds of $850,000 from a second
private placement to offshore non-U.S. investors. In connection with this
private placement, the Company 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.
In April 2000, the Company raised additional gross proceeds of $25,000 from the
exercise of 4,000 warrants issued under the first private placement.
NOTE 7: SUBSEQUENT EVENTS
LLC Name Change
In July 2000, the LLC changed its name to Corpus Christi Day Cruise, LLC.
Incorporation of Wholly Owned and Other Subsidiaries
In July 2000, the LLC caused to be formed the following companies for the
purpose of holding its interests in the Cruise:
Corpus Christi Day Cruise (MI), L.L.C.,
a Marshall Island limited liability company ("ML").
Corpus Christi Day Cruise, LTD,
a Marshall Island limited partnership ("Partnership").
Corpus Christi Day Cruise, Inc. a Texas corporation ("General Partner").
Corpus Christi Day Cruise Concession, Inc. a Texas corporation ("Concession").
9
VIVA GAMING & RESORTS INC.
(A Development Stage Company)
Notes to Condensed and Consolidated Financial Statements
(Unaudited )
NOTE 7: SUBSEQUENT EVENTS (Continued)
Incorporation of Wholly Owned and Other Subsidiaries (Continued)
The LLC intends to contribute it's interest in the project to the
Partnership and in exchange the Partnership is to issue to ML, a 99.8% limited
partner interest in the Partnership. Equity investors in the Cruise will
participate through the purchase of membership interests in ML. After such
investment, the Company through the LLC expects to be a minority equity holder
in ML. Concession and the General Partner will be maintained as wholly owned
subsidiaries of the LLC.
In July 2000, investors subscribed for equity interests in ML for a total of
$3.0 million for a 40% equity interest.
Construction Contracts
After June 30, 2000 the LLC entered into additional contracts for
improvements to the Harbor Island site totalling $385,668.
Ship Lease and Management Agreements
In July, 2000, the Partnership, entered into a five year contract with
Discovery Dawn Limited Partnership for the lease of the M/V Island Dawn (the
"Lease"), a vessel with a total capacity of 1,464 for short international
cruises. The lease is for the principal sum of $11,500,000 calling for bi-weekly
payments of $55,542 in advance from the date of delivery, July 13, 2000 and
thereafter for a purchase at the unamortized balance of the Lease. As a
condition of the Lease, the Partnership was required to provide at delivery an
irrevocable bank standby letter of credit in the amount of $1.5 million.
Concurrent with the Lease, the Partnership also entered into a contract with
Sophlex Ship Management, Inc. for the vessel's management, crew and operations.
Under the terms of the Management Agreement, the manager is responsible for
managing all aspects of the ships operations including maintaining a trained
vessel crew, providing all consumables including fuel, maintaining the ship in
operating condition among other things. For these services, the manager will be
entitled to bi-weekly payments in advance of $290,615 adjusted yearly for the
costs of inflation. During the period from delivery of the ship to its first
cruise, the Management Agreement provides for a reduced rate of $63,000
bi-weekly and the cost of consumables.
10
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 Operation
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 have submitted multiple proposals, through our consultant,
for engagement for consulting services by established casinos in Southern and
Northern California.
In May, 2000, we provided advances totalling $347,500 to Viva Gaming &
Resort de Mexico, S.A. de C.V., a Republic of Mexico corporation ("Viva Mexico")
to assist in their business development. Viva Mexico was formed to engage in the
establishment and operation of large scale, government approved entertainment
centers for adults. Certain directors of the Company hold a 49% interest in Viva
Mexico which we are negotiating to acquire. We expect to continue to fund the
development of this project as we are able to raise funds. While we expect to be
able to raise such funds to support Viva Mexico's business plan, there is no
assurance such financing, as required, will be available to us upon acceptable
terms.
Texas Treasure Casino Cruise - Corpus Christi, Texas
In March 2000, we organized a Nevada limited liability company to hold
our investment in and to consolidate operations for a full-service day cruise
gaming facility ("Texas Treasure Casino Cruise"). We are and will remain the
sole member of the LLC although we will sell equity interests in the project to
fund it's plans to operate the Texas Treasure Casino Cruise. While the sale of
equity interests is expected to reduce our overall equity ownership in the
project to less than 50%, we 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 an 8.55 acre parcel of property in Port Aransas that
will serve to allow passengers access to the Texas Treasure Casino Cruise. The
LLC is obligated to make monthly lease payments commencing July 15, 2000, at an
initial rent of $4,560 monthly. Under the terms of this lease, improvements to
the site are credited to the accruing rent and accordingly, the LLC does not
expect to have to make payments under this lease through its term.
11
During the period March through June 2000, we undertook the continued
development of the Texas Treasure Casino Cruise including construction of site
improvements such as harbor dredging, terminal construction and site work. In
addition we undertook negotiations with suppliers for the ship, it's management
and other suppliers required for the cruise and undertook to hire management and
staff as well. During the period to June 30, 2000 we have incurred preopening
costs of $192,000 and undertaken construction and improvements budgeted at
$862,917.
The Texas Treasure Casino Cruise incorporates a harbour site in the Port
of Corpus Christi which is being developed to house administration, parking and
embarkation facilities for passenger boarding the Texas Treasure Cruise aboard
the M/V Island Dawn (which is expected to be renamed the M/V Texas Treasure), a
420 foot ocean going liner for two cruises per day, seven days a week, weather
permitting, to international waters where gaming facilities on the ship will be
operated. The maiden cruise is planned for the 15th of September 2000 at which
time we expected the project to employ over 200 staff on the ship and on shore.
The Texas Treasure Casino Cruise project has a budget of approximately
$6.7 million composed as follows:
Site construction $1,270,000
Preopening costs 1,660,000
Ship's letter of credit 1,500,000
Equipment and systems 1,200,000
Working capital 1,100,000
We have provided approximately $1,054,000 to the project through to June
30, 2000. We are seeking to raise approximately $4.5 million through the sale of
equity interests in the project and $1.2 million in equipment leases. We are
currently negotiating with prospective investors and lessors. In July 2000, we
arranged for the investment of $3.0 million in funding for the project. While we
expect to complete our funding plans for the project, there is no assurance that
additional financing, as required, will be available to us upon acceptable
terms.
With the delivery of the ship in July 2000, we will be required to pay
approximately $132,000 and the cost of consumables every two weeks until our
maiden cruise at which time our ship related obligations will be approximately
$360,000 every two weeks. Although we raised $3.0 million in July, 2000 toward
the Texas Treasure Casino Cruise project, we have not fully met our financing
objectives. We project, however, that our current resources can be allocated to
enable us to meet our obligations through September at our current development
rate and beyond if we are not able to obtain any additional investments or
leases by August 31, 2000. If we default on the ship lease or the ship's
management agreement or if we allow claims to arise that can give rise to
maritime liens against the ship, the lessor has the right to withdraw the vessel
from service upon one (1) day's telefax or written notice. If the ship is
withdrawn from service, we would be unable to operate the Texas Treasure Casino
Cruise.
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 are
completing the Texas Treasure Cruise project in which we will hold an equity
interest and from which we will be entitled to a management fee based on gross
revenues. We also 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 value. 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 was substantial doubt about our ability
to continue as a going concern.
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.
To implement our business plan, we will be required to seek additional
funding in the form of equity investments or shareholder loans to meet our
development objectives and any 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.
12
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
Information in response to this item has been previously disclosed.
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 Documents
10.1 Dredging Contract with Mike Hooks, Incorporated.
10.2 Construction contract with St. Clair Steel Structures, Inc.
10.3 Construction contract Garrett Construction Co.
10.4 Amendment of 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.
13
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: 8/14/2000
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By: /s/ Robert Sim
--------------------------------------------------------------------------
(Robert Sim, Chairman of the Board)
--------------------------------------------------------------------------
Date: 8/14/2000
By: Martin Gross
--------------------------------------------------------------------------
(Martin Gross, President and Chief Executive Officer
14