March 16, 2001
United States Securities and
Exchange Commission
Washington, D.C.
Attention: Richard K. Wulff
Chief, Office of Small Business
Dear Mr. Wulff,
RE: The Gambler Network.com, Inc.
Amendment to Registration Statement
on Form 10SB
File No. 0-31599
Filed September 21, 2000
Dear Mr. Wulff,
We are now enclosing for your consideration the financial statements as
required by Item 310 of Regulation SB and amended Exhibits 27.
If you have any questions feel free to contact the undersigned at
905-731-0189
Yours very truly
/s/ M. Winick
Marvin N. Winick
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
Financial Statements
August 31, 2000
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
The Gambler Network.Com, Inc.
We have audited the accompanying balance sheet of The Gambler Network.Com, Inc.
(A Development Stage Company) as of August 31, 2000, and the related statement
of operations, cash flows, and changes in stockholders' equity for the period
May 31, 2000 (inception) to August 31, 2000 then ended. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Gambler Network.Com,
Inc. at August 31, 2000, and the results of their operations and their cash
flows for the period, May 31, 2000 (inception) to August 31, 2000 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, conditions exist which raise substantial doubt about
the Company's ability to continue as a going concern unless it is able
to generate sufficient cash flows to meet its obligations and sustain its
operations. Management's plans in regard to these matters are also described
in Note 4. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Michael Johnson & Co., LLC
Denver, Colorado
November 13, 2000
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
BALANCE SHEET
AUGUST 31, 2000
ASSETS
Current Assets
Cash $ -
-------
Total Current Assets -
-------
Other Assets
Incorporation costs 545
-------
Total Other Assets 545
-------
TOTAL ASSETS $ 545
-------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Advance from shareholder $ 545
-------
TOTAL CURRENT LIABILITIES 545
-------
Stockholders' Equity
Preferred stock, authorized 5,000,000 shares par value $ .001:
none outstanding
Common stock, authorized 50,000,000 shares, par value $ .001,
issued and outstanding - 10,000,000 10,000
Deficit accumulated during the development stage (10,000)
-------
Total Stockholders' Equity -
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 545
-------
The accompanying notes are an integral part of these financial statements.
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD MAY 31, 2000(INCEPTION) TO AUGUST 31, 2000
INCOME $ -
-------
OPERATING EXPENSES
Professional Fees -
Amortization Expenses -
Administrative Expenses 10,000
-------
Total Operating Expenses 10,000
-------
Net Loss from Operations $ (10,000)
=======
Weighted average number of shares outstanding 10,000,000
==========
Net Loss Per Share $ (0.001)
========
The accompanying notes are an integral part of these financial statements.
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD MAY 31, 2000(INCEPTION) TO AUGUST 31, 2000
Indirect Method
CASH FLOW FROM OPERATING ACTIVITIES
Net loss $ (10,000)
Adjustments to reconcile net loss to net cash used
operating activities:
Stock issued for services 10,000
Changes in assets and liabilities
Increase in Advance from Shareholder 545
Increase in Other Assets (545)
------
10,000
------
Net Cash Used in Operating Activities -
------
CASH FLOW FROM FINANCING ACTIVITIES
Issuance of common stock -
------
Net Cash Provided By Financing Activities -
------
Increase(decrease) in Cash -
Cash and Cash Equivalents - Beginning of period -
------
Cash and Cash Equivalents - End of period $ -
======
Supplemental Cash Flow Information
Interest paid $ -
======
Taxes paid $ -
======
The accompanying notes are an integral part of these financial statements.
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
FOR THE PERIOD MAY 31, 2000(INCEPTION) TO AUGUST 31, 2000
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Totals
Balance - May 31,
2000 - $ - $ - $ - $ -
Stock issued for
services 10,000,000 10,000 - - 10,000
Net loss for
period - - - (10,000) (10,000)
-------- ------- ------- -------- -------
Balances - August
31, 2000 10,000,000 $ 10,000 $ - $ (10,000) $ -
========== ======= ======= ======= =======
The accompanying notes are an integral part of these financial statements.
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
Notes To Financial Statements
August 31, 2000
Note 1 - Organization and Summary of Significant Accounting Policies:
Nature of Business
The Gambler Network.Com, Inc.(the "Company") was incorporated on May 31, 2000
under the laws of the State of Nevada. The Company's primary business
operations are to provide the most comprehensive on-line gaming resource and
marketplace for businesses and consumers who participate in the gaming
industry. The goal is to establish a gaming magazine and develop a gaming
web site to take advantage of the e-commerce approach to target the gaming
marketplace.
The Company's fiscal year end is August 31.
Basis of Presentation - Development Stage Company
The Company has not earned any revenue from limited principal operations.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required
by SFAS 7 are that the Company's financial statements be identified as
those of a development stage company, and that the statements of operations,
stockholders' equity (deficit) and cash flows disclose activity since the
date of the Company's inception.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considered all
cash and other highly liquid investments with initial maturities of three
months or less to be cash equivalents.
Net earning (loss) per share
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings per Share. Basic net loss per share
is computed by dividing net loss by the weighted average number of shares of
common stock outstanding for the period, less shares subject to repurchase.
Diluted net loss per share reflects the potential dilution of securities by
adding other common stock equivalents, including stock options, shares
subject to repurchase, warrants and convertible preferred stock, in the
weighted-average number of common shares outstanding for a period, if dilutive.
All potentially dilutive securities have been excluded from computation, as
their effect is anti-dilutive.
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
Notes To Financial Statements
August 31, 2000
Fair Value of Financial Instruments
The carrying amount of advances for shareholders is considered to be
representative of its respective fair value because of the short-term
nature of these financial instruments.
Income Taxes
The Company accounts for income taxes under SFAS No. 109, which requires
the asset and liability approach to accounting for income taxes. Under this
method, deferred tax assets and liabilities are measured based on differences
between financial reporting and tax bases of assets and liabilities measured
using enacted tax rates and laws that are expected to be in effect when
differences are expected to reverse.
Note 2 - Capital Stock Transactions
The authorized capital common stock is 50,000,000 shares of common stock at
$.001 par value. The Company has issued 10,000,000 of common stock for
services rendered as administrative expenses at a cost of $10,000.
Note 3 - Advance from Shareholder
An officer of the Company advanced cash to the Company for start-up
incorporation costs of $545. This advance was unsecured, bears no interest,
and is due on demand.
Note 4 - Going Concern:
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation
of the Company as a going concern. The Company operations are in the
development stage and the Company has generated no income.
The future success of the Company is likely dependent on its ability to
attain additional capital to develop its proposed products and ultimately,
upon its ability to attain future profitable operations. There can be no
assurance that the Company will be successful in obtaining such financing,
or that it will attain positive cash flow from operations.
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
Interim Financial Statements
November 30,2000
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
INTERIM BALANCE SHEET
NOVEMBER 30, 2000
(UNAUDITED)
ASSETS
Current Assets
Cash $ -
-------
Total Current Assets -
-------
Other Assets
Incorporation costs 545
-------
Total Other Assets 545
-------
TOTAL ASSETS $ 545
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Advance from shareholder $ 545
-------
TOTAL CURRENT LIABILITIES 545
-------
Stockholders' Equity
Preferred stock, authorized 5,000,000 shares par value $ .001:
none outstanding
Common stock, authorized 50,000,000 shares, par value $ .001,
issued and outstanding - 10,000,000 10,000
Deficit accumulated during the development stage (10,000)
-------
Total Stockholders' Equity -
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 545
=======
The accompanying notes are an integral part of these financial statements
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
INTERIM STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000
(UNAUDITED)
INCOME $ -
OPERATING EXPENSES
Professional Fees -
Amortization Expenses -
Administrative Expenses -
-------
Total Operating Expenses -
-------
Net Loss from Operations $ -
=======
Weighted average number of shares outstanding 10,000,000
==========
Net Loss Per Share $ -
==========
The accompanying notes are an integral part of these financial statements.
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
INTERIM STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000
(UNAUDITED)
Indirect Method
Cash Flows From Operating Activities
Net loss $ -
Adjustments to reconcile net loss to net cash used
operating activities:
Stock issued for services -
Changes in assets and liabilities
Increase in Advance from Shareholder -
Increase in Other Assets -
------
-
------
Net Cash Used in Operating Activities -
------
Cash Flow From Financing Activities
Issuance of common stock -
------
Net Cash Provided By Financing Activities -
------
Increase(decrease) in Cash -
Cash and Cash Equivalents - Beginning of period -
------
Cash and Cash Equivalents - End of period $ -
======
Supplemental Cash Flow Information
Interest paid $ -
======
Taxes paid $ -
======
The accompanying notes are an integral part of these financial statements
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
Interim Statement of Changes in Stockholders' Equity
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000
(UNAUDITED)
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Totals
Balance -
August 31,
2000 10,000,000 $ 10,000 $ - $ (10,000) $ -
Stock issued for
services - - - - -
Net loss for
period - - - - -
--------- ------- ------- ------- ------
Balances -
November 30,
2000 10,000,000 $ 10,000 $ - $ (10,000) $ -
========== ====== ======== ======= ======
The accompany notes are an integral part of these financial statements.
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
Notes To Financial Statements
November 30, 2000
(UNAUDITED)
Note 1 - Organization and Summary of Significant Accounting Policies:
Nature of Business
The Gambler Network.Com, Inc.(the "Company") was incorporated on May 31, 2000
under the laws of the State of Nevada. The Company's primary business
operations are to provide the most comprehensive on-line gaming resource and
marketplace for businesses and consumers who participate in the gaming
industry. The goal is to establish a gaming magazine and develop a gaming
web site to take advantage of the e-commerce approach to target the gaming
marketplace.
The Company's fiscal year end is August 31,
Basis of Presentation - Development Stage Company
The Company has not earned any revenue from limited principal operations.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required
by SFAS 7 are that the Company's financial statements be identified as
those of a development stage company, and that the statements of operations,
stockholders' equity (deficit) and cash flows disclose activity since
the date of the Company's inception.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considered all
cash and other highly liquid investments with initial maturities of three
months or less to be cash equivalents.
Net earning (loss) per share
Basic and diluted net loss per share information is presented under the
requirements of SFAS No. 128, Earnings per Share. Basic net loss per share
is computed by dividing net loss by the weighted average number of shares
of common stock outstanding for the period, less shares subject to
repurchase. Diluted net loss per share reflects the potential dilution of
securities by adding other common stock equivalents, including stock
options, shares subject to repurchase, warrants and convertible preferred
stock, in the weighted-average number of common shares outstanding for a
period, if dilutive. All potentially dilutive securities have been excluded
from the computation, as their effect is anti-dilutive.
THE GAMBLER NETWORK.COM, INC.
(A Development Stage Company)
Notes To Financial Statements
November 30, 2000
Fair Value of Financial Instruments
The carrying amount of advances for shareholders is considered to be
representative of its respective fair value because of the short-term
nature of these financial instruments.
Income Taxes
The Company accounts for income taxes under SFAS No. 109, which requires the
asset and liability approach to accounting for income taxes. Under this
method, deferred tax assets and liabilities are measured based on
differences between financial reporting and tax bases of assets and
liabilities measured using enacted tax rates and laws that are expected to
be in effect when differences are expected to reverse.
Note 2 - Capital Stock Transactions
The authorized capital common stock is 50,000,000 shares of common stock at
$.001 par value. The Company has issued 10,000,000 of common stock for
services rendered as administrative expenses at a cost of $10,000 which was
expensed during the fiscal year ended August 31, 2000.
Note 3 - Advance from Shareholder
An officer of the Company advanced cash to the Company for start-up
incorporation costs of $545. This advance was unsecured, bears no interest,
and is due on demand.
Note 4 - Going Concern:
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation
of the Company as a going concern. The Company operations are in the
development stage and the Company has generated no income.
The future success of the Company is likely dependent on its ability to
attain additional capital to develop its proposed products and ultimately,
upon its ability to attain future profitable operations. There can be no
assurance that the Company will be successful in obtaining such financing,
or that it will attain positive cash flow from operations.