U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2003
COMMISSION FILE NO. 0-21991
ADVANCED GAMING TECHNOLOGY, INC.
--------------------------------------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
WYOMING 98-0152226
- ------------------------------- ---------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
24165 1H 10WEST, SUITE 217125
SAN ANTONIO, TX 67257
- ---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER (210) 697-8550
SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
NONE NONE
- ----------------------------- -------------------------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [X] or [ ]
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 practical date: May 19, 2003 - 21,430,587
Transitional Small Business Disclosure Format (check one). Yes [ ] No [X]
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheets...............................................F-2
Consolidated Statements of Income.........................................F-3
Consolidated Statements of Stockholders' Equity (Deficit).................F-4
Consolidated Statements of Cash Flows.....................................F-5
Notes to Consolidated Financial Statements................................F-6
ADVANCED GAMING TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS
March 31, December 31,
2003 2002
----------- -----------
CURRENT ASSETS
Cash and equivalents $ 9,968 $ 10,759
Prepaid expenses 3,778
Short term loans - related party 5,331
Investments - marketable securities 8,000 11,500
----------- -----------
Total current assets 21,746 27,590
----------- -----------
PROPERTY AND EQUIPMENT
Furniture, fixtures and equipment 784,188 784,188
Less accumulated depreciation 783,109 783,001
----------- -----------
Net furniture, fixtures and equipment 1,079 1,187
----------- -----------
TOTAL ASSETS $ 22,825 $ 28,777
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 10,908 $ 14,148
Accrued interest 105,565 84,393
Notes payable 940,939 940,939
----------- -----------
Total current liabilities 1,057,412 1,039,480
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock - 10% cumulative, $0.10 par value,
4,000,000 authorized; 0 issued and outstanding -- --
Common stock - $.005 par value, 150,000,000
authorized, 21,430,587 issued and outstanding 107,153 107,153
Accumulated comprehensive income (loss) (6,331) 2,500
Accumulated deficit (1,135,409) (1,120,356)
----------- -----------
Total stockholders' equity (1,034,588) (1,010,703)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 22,825 $ 28,777
=========== ===========
See accompanying notes to financial statements
F-2
ADVANCED GAMING TECHNOLOGY, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
For the Three Months
Ended March 31,
2003 2002
------------ ------------
REVENUES $ -- $ --
------------ ------------
OPERATING EXPENSES
Salaries -- 56,250
Professional fees 1,728 --
Storage 790 --
Depreciation 108 15,000
Other operating expenses 1 3,935
------------ ------------
Total operating expenses 2,627 75,185
------------ ------------
Operating income (loss) (2,627) (75,185)
------------ ------------
OTHER INCOME (EXPENSES)
Miscellaneous income 8,745 --
Interest expense (21,171) (28,222)
------------ ------------
Total other income (expense) (12,426) (28,222)
------------ ------------
Net income (loss) (15,053) (103,407)
------------ ------------
OTHER COMPREHENSIVE INCOME (LOSS)
Marketable equity securities holding gain (loss) (8,831) --
------------ ------------
Total other comprehensive income (loss) (8,831) --
------------ ------------
Comprehensive income (loss) $ (23,884) $ (103,407)
============ ============
Net income (loss) per common share, basic $ (0.0011) $ (0.00)
============ ============
Weighted average number of common stock shares
Outstanding 21,430,587 21,430,587
============ ============
See accompanying notes to financial statements
F-3
ADVANCED GAMING TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
TOTAL
NUMBER ADDITIONAL ACCUMULATED STOCKHOLDERS'
OF COMMON PAID-IN COMPREHENSIVE RETAINED EQUITY
SHARES STOCK CAPITAL INCOME EARNINGS (DEFICIT)
BALANCE, December 31, 2001 21,430,587 $ 107,153 $ 0 $ 0 $ (1,371,004) $ (1,263,851)
Other comprehensive income 0 0 0 2,500 0 2,500
Net income 0 0 0 0 250,648 250,648
---------- -----------------------------------------------------------------------------
BALANCE, December 31, 2002 21,430,587 107,153 0 2,500 (1,120,356) (1,010,703)
Other comprehensive
income (loss) 0 0 0 (8,831) 0 (8,831)
Net income (loss) 0 0 0 0 (15,053) (15,053)
------------------------------------------------------------------------------------------
ENDING BALANCE,
March 31, 2003 21,430,587 $ 107,153 $ 0 $ (6,331) $ (1,135,409) $ (1,034,587)
========== ========= ========= ========== ============= =============
F-4
ADVANCED GAMING TECHNOLOGY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended
March 31,
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (15,053) $(103,407)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 108 15,000
(Increase) decrease in prepaid expenses (3,778) 1,000
Increase in accounts payable (3,239) (4,794)
(Increase) decrease in accrued interest 21,171 --
Notes payable -- 84,490
--------- ---------
Net cash used in operating activities (791) (7,711)
--------- ---------
Cash flows from investing activities
Short-term loan to related party extended 5,331 --
Investment in marketable equity securities (5,331) --
--------- ---------
Net cash provided by investing activities -- --
--------- ---------
Cash flows from financing activities -- --
--------- ---------
Net cash provided by financing activities -- --
--------- ---------
NET DECREASE IN CASH (791) (7,711)
Cash and equivalents, beginning 10,759 45,709
--------- ---------
Cash and equivalents, ending $ 9,968 $ 37,998
========= =========
See accompanying notes to financial statements
F-5
ADVANCED GAMING TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Advanced Gaming Technology, Inc is
presented to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.
INTERIM REPORTING
The unaudited financial statements as of March 31, 2003 and for the three month
period then ended, reflect, in the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the three months. Operating
results for interim periods are not necessarily indicative of the results which
can be expected for full years.
ORGANIZATION
Advanced Gaming Technology, Inc. (the Company) was incorporated under the laws
of the State of Wyoming in 1963 under the name MacTay Investment Co. The company
changed its name to Advanced Gaming Technology, Inc. in 1991. The Company's
executive offices are located in San Antonio, TX where it is principally engaged
in the development and marketing of technology for the casino and hospitality
industry.
USE OF ESTIMATES
The financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America. In preparing the financial
statements, management is required to make estimates and assumptions that effect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the date of the balance sheet and statement of
operations for the year then ended. Actual results may differ from these
estimates. Estimates are used when accounting for allowance for bad debts,
collectibility of accounts receivable, amounts due to services providers,
depreciation, and litigation contingencies, among others.
F-6
ADVANCED GAMING TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
(C) PRINCIPALS OF CONSOLIDATION:
The consolidated financial statements include the accounts of Advanced Gaming
Technology, Inc. and its wholly-owned, inactive subsidiaries: Executive Video
Systems, Inc.; Palace Entertainment Limited; Prisms, Inc.; Pleasure World Ltd.;
Prisms (Bahamas) Ltd.; and A.G.T. Acceptance Corp. All significant intercompany
accounts and transactions have been eliminated
(D) CASH EQUIVALENTS
For the purpose of reporting cash flows, the Company considers all highly liquid
debt instruments purchased with maturity of three months of less to be cash
equivalents to the extent the funds are not being held for investment purposes.
At times during any year, there may be a concentration of cash at any one bank
or financial institution in excess of insurance limits.
(E) FIXED ASSETS
Property and equipment is stated at cost. Depreciation is computed on the
straight-line method, based on the estimated useful lives of the assets of
generally three to five years. Expenditures for maintenance and repairs are
charged to operations as incurred. Major overhauls and improvements are
capitalized and depreciated over their useful lives. Upon sale or other
disposition of property and equipment, the cost and related accumulated
depreciation or amortization if removed from the accounts, and any gain or loss
is included in the determination of income or loss.
(F) NET INCOME (LOSS) PER COMMON SHARE, BASIC
Net income (loss) per share is computed by dividing the net income by the
weighted average number of shares outstanding during the period. Net income per
share, diluted, is not presented, as no potentially dilutive securities are
outstanding.
(G) RECLASSIFICATION
Certain reclassifications have been made in the 2002 financial statements to
conform with the March 31, 2003 presentation.
F-7
ADVANCED GAMING TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
NOTE 2 - INCOME TAXES
Deferred income taxes (benefits) are provided for certain income and expenses
which are recognized in different periods for tax and financial reporting
purposes. The Company had net operating loss carryforwards for income tax
purposes of approximately $1,143,000, expiring at various dates from December
31, 2008 through December 31, 2021. A loss generated in a particular year will
expire for federal tax purposes if not utilized within fifteen years. The
Internal Revenue Code contains provisions that would reduce or limit the
availability and utilization of these net operating loss carryforwards if
certain ownership changes have been or will be taking place. In accordance with
SFAS No. 109, a valuation allowance is provided when it is more likely than not
that all or some portion of the deferred tax asset will not be realized. Due to
the uncertainty with respect to the ultimate realization of the loss
carryforwards, the Company established a valuation allowance for the entire net
deferred income tax asset of $457,000 as of March 31, 2003.
NOTE 3 - STOCKHOLDERS' EQUITY
The company has authorized 150,000,000 shares of $0.005 par value common stock
and 4,000,000 shares of $0.10 par value preferred stock, with 21,430,587 and 0
shares issued and outstanding, respectively. Rights and privileges of the
preferred stock are to be determined by the Board of Directors prior to
issuance.
NOTE 4 - CHANGE IN CONTROL
On June 12, 2002, PowerHouse Management, Inc., of San Antonio, Texas, purchased
approximately 56% of the issued and outstanding shares of common stock of the
Company. At the same time, all former officers and directors resigned after
electing new directors who appointed new officers.
NOTE 5 - NOTES PAYABLE
A note payable, interest at 9%, is due in monthly payments of $6,200 beginning
March 1, 2000. As of March 31, 2003, no payments have been made. The note is due
in July of 2006, and is convertible into common stock at a rate of $0.53 per
share. At March 31, 2003, the balance of this note and the accrued interest is
$1,046,504.
F-8
ADVANCED GAMING TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company filed for reorganization under Chapter 11 of the US Bankruptcy Code
in Las Vegas, Nevada on August 26, 1998. Under Chapter 11, certain claims
against the Debtor in existence prior to the filing of the petitions for relief
under the Federal Bankruptcy Laws are stayed while the Debtor continues business
operations as Debtor-in-possession. These claims were reflected in the March 31,
1999 balance sheet as "liabilities subject to compromise". The bankruptcy plan
was approved June 29, 1999 and became effective on August 19, 1999. On February
15, 2000, the Bankruptcy Court in the District of Las Vegas approved the final
decree of the Company closing the Chapter 11 bankruptcy case of the Company.
Pursuant to the plan, obligations to secured creditors were renegotiated. All
remaining liabilities of the Company were fully satisfied through issuance of
new common stock. Unsecured creditors received 1.88 shares of new common stock
for each $1.00 of allowed claim. The Company issued 25,000,000 shares of new
common stock in conjunction with the plan. The existing common stock was
cancelled. Existing shareholders of the company on the effective date received 1
share of new common stock for each 66 shares of common stock currently owned.
Approximately 21,000,000 shares were issued to creditors, existing shareholders
and new investors. A reserve of approximately 4,000,000 shares if maintained for
additional allowed claims.
NOTE 7 - REORGANIZATION ACCOUNTING
The Company accounted for the reorganization using fresh-start reporting.
Accordingly, all assets and liabilities were restated to reflect their
reorganization value, which approximates fair value at the date of
reorganization.
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which
contemplates the Company as a going concern. However, the Company has sustained
substantial operating losses in recent years and has used substantial amounts of
working capital in its operations. Realization of a major portion of the assets
reflected on the accompanying balance sheet is dependent upon continued
operations of the Company which, in turn, is dependent upon the Company's
F-9
ADVANCED GAMING TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
NOTE 8 - GOING CONCERN - (CONTINUED)
ability to meet its financing requires and succeed in its future operations.
Management believes that actions presently being taken to revise the Company's
operating and financial requirements provide them with the opportunity for the
Company to continue as a going concern. As the Company now has no operations, it
is evaluating the options available to it.
NOTE 9 - MARKETABLE EQUITY SECURITIES
During 2002, the Company purchased 100,000 shares of Solar Satellite
Communications, an OTC:BB listed company as a short-term investment in the
amount of $14,332. These shares are worth $8,000 at March 31, 2003.
F-10
Item 2. Management's Discussion and Analysis
General -
This discussion should be read in conjunction with Management's Discussion and
Analysis of financial Condition and Results of Operations in the Company's
annual report on Form 10-KSB for the year ended December 31, 2002. The Company's
shares of capital stock are registered under Section 12 of the Securities
Exchange Act of 1934. The Company became a reporting issuer in March 1997. This
quarterly report on Form 10-QSB and the information incorporated by reference
herein contain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements include, but are not limited
to, projected sales, gross margin and net income figures, the availability of
capital resources, plans concerning products and market acceptance.
Forward-looking statements are inherently subject to risks and uncertainties,
many of which cannot be predicted with accuracy and some of which may not even
be anticipated. Future events and actual results, financial and otherwise, could
differ materially from those set forth in or contemplated by the forward-looking
statements herein and any forward looking statements should be considered
Accordingly.
In August of 1998 the Company filed for reorganization under chapter 11 of the
U. S. Bankruptcy Code in the District of Las Vegas. The company operated as a
debtor-in-possession until June 29, 1999 when its plan was confirmed by the
court. The plan became effective on August 19, 1999.
Under the terms of the court-approved plan the existing common stock interests
in Advanced Gaming Technology, Inc were cancelled. The Company, as reorganized,
issued new common stock. The plan provided, generally, that unsecured creditors
of the company holding allowed claims receive 1.88 shares of new common stock
for each $1 of allowed claim. Holders of common stock of the company received 7%
of the new common stock under the terms of the plan.
The Company has adopted fresh-start accounting on the effective date of the plan
in accordance with AICPA Statement of Position 90-7 "Financial reporting by
entities in reorganization under the bankruptcy code" (SOP 90-7). The fresh
start reporting was first reflected in the September 30, 1999 Consolidated
Balance Sheet.
Liabilities subject to compromise immediately prior to the effective date were
discharged on the effective date. Depending on the nature of the claim each
obligation was paid, exchanged for stock, discharged, or carried forward as a
new liability under the terms of the plan.
11
Results of Operations -
Three Month 2003 Compared to 2002
Operating loss for the three months ended March 31, 2003 was $23,884 compared to
a loss of $103,407 for the same period in 2002. The decrease in operating loss
was the result of a decrease in expenses. There was no revenue for the three
months ended March 31, 2003 and 2002, from the electronic bingo products. The
electronic bingo units are not competitive due to the age and quality of the
product. Management does not expect revenue from existing electronic bingo units
in the future.
The Company is currently pursuing all possible options including the sale of
Company assets, merger or dissolution.
Expenses for the first three months of 2003 were $2,627 compared to $75,185 in
the prior year. The improvement is due to a decrease in administrative expenses.
In addition, $71,250 of the 2002 expenses were non-cash expenses representing
depreciation and unpaid salary. Depreciation of $108 was the only non-cash
expense in the current period, except for a non-operating holding loss of
marketable securities of $8,831. Management is making efforts to minimize cash
outlays.
Other income (expense) for the first three months of 2003 was $(12,426) compared
to $(28,222) in 2002.
Liquidity and Capital Resources -
The Company has a cash balance of $9,968. The Company will require additional
capital to continue operations. There is no assurance that capital will be
available. Management is considering all options including sale, merger, reverse
merger or dissolution of the Company. Any such transaction could have a
significant negative impact on current shareholders.
Management has again elected to defer payment of salaries and wages until some
future time.
Change in Control
On June 12, 2002, PowerHouse Management, Inc., of San Antonio, Texas, purchased
approximately 56% of the issued and outstanding shares of common stock of the
Company. At the same time, all former officers and directors resigned after
electing new directors who appointed new officers.
12
Inflation and Regulation -
The Company's operations have not been, and in the near term are not expected to
be, materially affected by inflation or changing prices. The Company encounters
competition from a variety of firms offering similar products in its market
area. Many of these firms have long-standing customer relationships and are well
staffed and well financed. The Company believes that competition in the industry
is based on competitive pricing, although the ability, reputation and technical
support of a concern is also significant. The Company does not believe that any
recently enacted or presently pending proposed legislation will have a material
adverse effect on its results of operations.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Quarterly Report on Form 10-Q, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary whether:
(i) this Quarterly Report on Form 10-Q contains any untrue
statement of a material fact or omits to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this
Quarterly Report on Form 10-Q, and
(ii) the financial statements, and other financial information
included in this Quarterly Report on Form 10-Q, fairly present
in all material respects the financial condition, results of
operations and cash flows of the Company as of, and for, the
periods presented in this Quarterly Report on Form 10-Q.
There have been no significant changes in the Company's internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief Financial Officer's evaluation that could significantly affect these
internal controls, including any corrective actions with regards to significant
deficiencies and material weaknesses
13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
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
Exhibit 99.1 Sarbanes-Oxley certification
Exhibit 99.2 Sarbanes-Oxley certification
Form 8-K : None
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.
ADVANCED GAMING TECHNOLOGY, INC.
(Registrant)
DATE: 20 May 2003 By: /s/ GARY L. CAIN
----------------------------------
Gary L. Cain
Chief Executive Officer and
Director
14
CERTIFICATIONS
I, Gary Cain, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Advanced Gaming Technology, Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report; and
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in exchange act rules
13a-14 and 15d-14) for the registrant and have:
A) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
B) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "evaluation
date"); and
C) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the evaluation date;
15
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
A) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
B) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 20, 2003
/s/ Gary Cain
- ----------------------------------------------------
Gary Cain
Chief Executive Officer (or equivalent thereof)
16
I, Gary Cain, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Advanced
Gaming Technology, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
exchange act rules 13a-14 and 15d-14) for the registrant and have:
A) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
B) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "evaluation
date"); and
C) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the evaluation date;
17
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
A) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
B) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 20, 2003
/s/ Gary Cain
- ---------------------------------------------------
Gary Cain
Chief Financial Officer (or equivalent thereof)
18
CERTIFICATION PURSUANT TO
18 U.S.C. SS. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Advanced Gaming Technology,
Inc. (the "Company") on Form 10- QSB for the period ending March 31, 2003, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Gary Cain, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ Gary Cain
-----------------------
Gary Cain
Chief Executive Officer
May 20, 2003
19
CERTIFICATION PURSUANT TO
18 U.S.C. SS. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Advanced Gaming Technology,
Inc., (the "Company") on Form 10- QSB for the period ending March 31, 2003, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Gary Cain, Chief Financial Officer (or the equivalent thereof) of
the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge
and belief:
(1) the Report fully complies with the requirements of Section 13(a)or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ Gary Cain
---------------------------------------------------
Gary Cain
Chief Financial Officer (or the equivalent thereof)
May 20 2003
20