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it'd been a while since you showed up so i passed the title on. no offense. your thoughts are certainly still valued here. maybe i'll keep that post title open on rotation i dunno, bottom line - who cares, as long as we keep a good place open to discuss/present the new issues on our luben exchanges (.pk .ob).
you da man, don't sweat it. thank you.
RKLC is new n' on watch
alchohol_is*m now banned from this thread! hehe
NOT
but in either case 03.5 (ill take the mean value) rocks. we'll shake da mob n' keep watch out i bet the godfathers roll around here every so often... some may be blatant.
but in any case, we're keeping it quiet, and keeping it real. that's the goal! i can handle a unique style here 4 sure... keep em' coming all. no reason to start sh!t over pebbles, everyone here is distinct and distingiushed. :-p
super ask uptick. .55 then 1.01 can we say thiiiiin.
picked up some of that sosv today. looks thin and pretty new. could be a nice sleeper.
he's behind em all. rotf
i'm not passing judgement on it except of it's possible link to satan due to there's three 6 in it's % move
+66.67
GFDI is new.
CERP makin a move up ?
it was me.
thanks dc. that one def worked out.
DPNP new with low OS. low volume
you too 03!!
EXPY on sleeper watch
re: sec search. found www.secinfo.com been using it a little. you can see the filings but the search string functions are a little wierd. sometimes you gotta mix and match if you're cheap like me
hey 03, looks like your exploration out west worked out so far, but with a new name. very nice research
enjoy you deserve it!
it's on the daily list with name change as you probably have seen. wow what a move
POST 500% lol
HLUN
fairly new and big volume
MDWK per news
MDwerks, Inc. Receives Private Placement of $1.6 Million; Begins Trading Under Symbol MDWK.OB
Company Engages CFSG for Investor and Public Relations Activities.
MDwerks(TM), Inc. (OTC BB: MDWK) today announced it has completed a reverse merger to acquire the business of MDwerks Global Holdings, Inc. and its subsidiaries and simultaneously completed an initial closing of a private placement of $1.6 million. In regard to this, the Company filed Form 8K on November 18, 2005, which can be obtained at www.sec.gov.
Shares of the Company's common stock began trading Monday, November 28, 2005, on the OTC Bulletin Board under the symbol MDWK.OB.
MDwerks also announced that it has engaged Consulting for Strategic Growth I, Ltd. (CFSG), a specialist in reverse mergers and companies new to the public markets, to manage its investor and public relations activities.
Howard Katz, CEO of MDwerks, said, "We are extremely pleased to begin trading as a public company. We believe that our proprietary products provide unique solutions to daily cash flow issues that healthcare providers have been looking for. At the same time, our products benefit financial institutions by reducing lending risk and increasing access to an important business sector. To our knowledge, we are the first to offer these comprehensive integrated solutions over the Internet. We are addressing a large vital market, and our initial private placement indicates that investors recognize the huge potential of this opportunity."
Stanley Wunderlich, CEO of CFSG, stated, "After more than five years of development and testing, MDwerks products are now being embraced by new client practitioners and mobile diagnostic companies for their claims management solutions and financial benefits. As a public company, MDwerks now has new access to equity to launch and market the MDwerks System commercially. CFSG has already found a strong positive response among our broad-ranging contacts within the investor community. We are very excited about the future of this company and pleased to be representing it."
About MDwerks, Inc.
MDwerks, Inc. (OTC BB: MDWK), based in Deerfield Beach, Florida, provides Web-based, health insurance claims processing services and provides advance funding to healthcare providers through lines of credit secured by insurance claims receivable.
Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the companies, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the following: general economic and business conditions; competition; unexpected changes in technologies and technological advances; ability to commercialize and manufacture products; results of experimental studies; research and development activities; changes in, or failure to comply with, governmental regulations; and the ability to obtain adequate financing in the future. This information is qualified in its entirety by cautionary statements and risk factors disclosure contained in certain of MDwerks' Securities and Exchange Commission filings available at http://www.sec.gov.
Pursuant to a December 1, 2005 agreement, Consulting For Strategic Growth I, Ltd. ("CFSG") provides MDwerks Inc. with consulting, business advisory, investor relations, public relations and corporate development services, for which CFSG receives a fixed monthly fee for the duration of the agreement. Independent of CFSG's receipt of cash compensation from MDwerks, CFSG may choose to purchase the common stock of MDwerks and thereafter sell those shares at any time it deems appropriate to do so.
Source: Market Wire (November 29, 2005 - 4:11 PM EST)
3 seconds greater i guess :-p
UPSN
any thoughts ? nice.
nice, i remember you mentioning it back when.
EQSE looks pretty new.
i'm set up, finally!!!!
phenominal job to all here. the cablevision people are hooking me up tomorrow. bastards have given me the run around for way to long, the wires, the pole, hopefully try 2 works out for me.. each one has a lame waiting period. sickening. here's to hoping it runs smoothly. schools been well, just dropping in to say hi!
ISRY - had to put in something on topic. lol
hey hey. i liked the pic. found it on the web and just threw it up. old one was getting, well old. i guess pic is open to each viewers interpretation. my take is to keep greed in check. the farmer looks like he is humble, or that he has his humility in check.
yeah i'm in NY. not much new. staying at a friends is also true. no net, so trading limited till november. got new place lined up and i'll be movin in mon or tues, and wired up soon thereafter. october usually is slow anyway. happy birthday to me btw, oct 14 weeee. will be in full force soon. good trading and green screens to all !!!!!!! you all rock, i can't wait to get back into sh!t.
LITL seems like a new ipo. dunno much about it.
NVST - Halter Financial took control. Asian Merger Guru's.
http://www.pinksheets.com/quote/news.jsp?url=fis_story.asp%3Ftextpath%3D%5C2005%5C10%5C12%5CEDGARNew...
JCDS - out of the gate with news. sort of
DALLAS, TX, Oct 12, 2005 (MARKET WIRE via COMTEX) -- JC Data Solutions, Inc. (OTC: JCDS), a Manufacturer and Distributor of Document Management Systems, is pleased to announce it recently commenced trading on the OTC market under the symbol "JCDS."
"We've completed our transition from a private company to a publicly traded company," stated Cary Allen, CEO of JC Data Solutions, Inc. "This will allow us to accelerate our nationwide expansion and growth of our existing business and client base."
As of October 1, 2005, JC Data Systems, Inc. has approximately 36,000,000 shares issued and outstanding. "We recently received inquiries regarding the availability of our stock due to our recent OTC listing," stated Mr. Allen. "As a result, we feel it is important to address this matter in a public forum so that we may inform all potential investors of the availability of our stock in the OTC market." .....
MLTC - Melt Inc.
trading for a few days. worth an eye.
sup DC !
that ADPP ebay reseller clone is making some sort of move at hoy on low volume. ebay never rests..
already a three bagger from original post and looks like a breakout is on... nice watch there Nate !!
got to get back on this...
some recent winning ones :
TNSW & CFRI ...
been running around like a headless chicken. still not even set up with my stuff yet. trading from school lab when i can ... ughh..
bazillionaires.
i've since stopped even trying to call companies.
cool. still have a tiny lot of free shares + profit from selling on that last run to .20 + . don't follow it super close but it should have a run somewhere near...
lol the guy i spoke to on the phone it was going nasdaq back when...
go jupiter financial..
just noticed the INNX website is alive...
http://www.incz.net/
still have the dod. are they claiming its going to jupiter ?
"Infinite Networks Corporations, Inc. is a publicly traded company (symbol "INNX") focused in the fields of communications and technology advancement. International Television Films Production, Inc. is a wholly owned subsidiary in Infinite Networks focused on media content.
Infinite Networks Corporation a publicly held company recently signs an agreement with the Jupiter Group to provide communication services worldwide. Infinite agreement with Jupiter brings them to the Jupiter Group and provides the financial support to complete a worldwide VPN to include Internet, mobile, data services and all of the back office support services for the Jupiter Group.
As an investment banking group, Jupiter normally only provides financing to companies that Jupiter will take an active role in the overall management and structure.
Infinite is in the process of completing a series of acquisitions that will quickly propel its business plan into a world class communications company."
http://jupiter-fund.net/INC.htm
lol
INNX - the website lives. what is going on here ?
http://www.incz.net/
"Infinite Networks Corporations, Inc. is a publicly traded company (symbol "INNX") focused in the fields of communications and technology advancement. International Television Films Production, Inc. is a wholly owned subsidiary in Infinite Networks focused on media content.
Infinite Networks Corporation a publicly held company recently signs an agreement with the Jupiter Group to provide communication services worldwide. Infinite agreement with Jupiter brings them to the Jupiter Group and provides the financial support to complete a worldwide VPN to include Internet, mobile, data services and all of the back office support services for the Jupiter Group.
As an investment banking group, Jupiter normally only provides financing to companies that Jupiter will take an active role in the overall management and structure.
Infinite is in the process of completing a series of acquisitions that will quickly propel its business plan into a world class communications company."
http://jupiter-fund.net/INC.htm
APNN
is lookin' pretty hot.
here is their last 8-k/a (below) on 5/12/03 all muddled with the emerging from bankruptcy procedures. this new 8-k on 9/7/05 just stating essentially "here we are a clean shell and we are ready and able to merge..." and that in an 8-k after 2 + yrs with no 8-k's that gives me good hope for near term for sure. welcome aboard crossbow!
This filing on Form 8-K/A amends a previous filing by the Company on Form 8-K filed on November 25, 2002. The filing has been amended to include an audit opinion by the Company's independent auditors and certain financial statement footnote disclosures.
Item 1. Changes in Control of Registrant.
NevStar Gaming and Entertainment Corp., formerly known as Mesquite Gaming Corp. and NevStar Gaming Corporation (the "Company"), has undergone a reorganization in bankruptcy pursuant to a voluntary petition for relief filed under Chapter 11 of the United States Bankruptcy Code (the "Code"). In onnection with the reorganization, the Company has undergone a change of control upon its emergence from bankruptcy. See Item 3 below.
Item 3. Bankruptcy or Receivership.
The Company previously was engaged in the casino and gaming business and owned and operated a casino under license from the Nevada Gaming Commission. The casino's operations commenced on or about July 1, 1998.
On July 10, 2000, the Company filed a voluntary petition for relief under Chapter 11 of the Code (the Chapter 11 proceeding") in the United States Bankruptcy Court, District of Nevada, Case No. BK-S-00-15075-LBR. From and after the commencement of the Chapter 11 Proceeding, the Company has acted as debtor in possession.
On or about April 2, 2001, the Company and W/F Investment Corp. ("W/F") submitted to the Court a plan of reorganization, which plan has been amended from time to time (such plan, as amended, is hereinafter referred to as the "Plan of Reorganization"). W/F and the Company are the plan proponents (the "Plan Proponents") of the Plan of Reorganization. On February 20, 2002, the Court issued an order confirming the Plan of Reorganization pursuant to
Section 1129(a) of the Code.
On November 22, 2002, the Plan of Reorganization became effective.
The principal terms of the Plan of Reorganization are as follows:
A. Classification and Treatment of Claims and Interests
The Plan of Reorganization divides claims and interests in the Company into various classes according to their right to priority of payment, as mandated by the Code. Certain types of claims are not classified because the specific treatment they receive is automatically established pursuant to the Code. These unclassified claims include the following:
1. Administrative Expenses. Administrative expenses are claims for costs or expenses of administering the Second Chapter 11 Proceeding which are allowed under the Code. These claims include claims for professional fees and fees paid to the Office of the United States Trustee. In settlement of the Administrative Claims, claims were paid as follows: $24,191 was paid in cash, and the balance was paid through the issuance of 156,428 shares of common stock of the Company.
2. Priority Tax Claims. Priority tax claims are certain unsecured income, employment and other taxes owed by the Company. Pursuant to the Code, each holder of a priority tax claim must receive the present value of such claim in deferred cash payments over a period not to exceed six years from the date of assessment of such tax. The total amount of allowed priority tax claims are $194,858.00, which
--------------------------------------------------------------------------------
will be paid, plus 5% interest, over six years. The claimants have agreed on a one-year moratorium on payments, with the balance due in equal quarterly installments over the subsequent five years.
All claims other than administrative expenses or priority tax claims are classified claims. Classified claims consist of the following:
1. Secured Claims. Secured claims are claims secured by liens on the Company's real or personal property. The Company no longer has any secured claims outstanding, as all of its real and personal property constituting collateral for such secured claims was foreclosed on during the First and Second Chapter 11 Proceedings. Secured creditors that foreclosed on property of the Company are now unsecured creditors to the extent that the amount of their claims against the Company is greater than then value that such creditors received through foreclosing on their collateral.
2. Priority Unsecured Claims. Certain types of unsecured claims, referred to as priority unsecured claims, are entitled by the Code to priority treatment. There are no allowed priority unsecured claims.
3. General Unsecured Claims. General unsecured claims are all unsecured claims not entitled to priority under the Code. The total amount of general unsecured claims are $7,445,045, not including all allowed general unsecured claims held by formerly secured creditors that foreclosed on the property of the Company constituting their collateral. Allowed general unsecured claims constitute Class 2 claims. Every holder of an allowed Class 2 general unsecured claim receives a proportionate distribution of newly-issued shares of the Company's common stock ("Common Stock") in the reorganized Company. The total number of shares of Common Stock issued to holders of Class 2 claims totals approximately 12% of the shares of Common Stock in the reorganized Company. The shares issued to holders of Class 2 claims are exempt from the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and any state or local law requiring registration for the offer or sale of securities.
4. Equity Interest Holders. There are 26,000 shares of the Company's preferred stock outstanding, and 7,583,687 shares of the Company's Common Stock outstanding. All allowed equity interests constitute Class 3 interests. On the Effective Date, all holders of allowed Class 3 preferred stock equity interests received one share of Common Stock in the reorganized Company in exchange for each share of preferred stock of the Company that they own. All holders of Class 3 common stock equity interests retained their shares of Common Stock. The total number of shares of Common Stock that held by holders of Class 3 equity interests is approximately 6% of the shares of Common Stock of the reorganized Company. The shares of Common Stock issued to holders of Class 3 preferred stock equity interests are exempt from the requirements of the Securities Act and any state or local law requiring registration for the offer or sale of securities. As of the Effective Date, all equity interests in the Company other than the outstanding shares of Common Stock and the shares of Common Stock which were issued under the Plan of Reorganization were terminated, cancelled and rejected.
--------------------------------------------------------------------------------
B. Execution of the Plan of Reorganization
The Plan of Reorganization originally called for the contribution by certain Plan Proponents of a restaurant operation which has since ceased operations and, accordingly, will not be part of the contributed assets contemplated in the Plan of Reorganization. The Company is currently in negotiations to acquire an ownership interest from the new owners of the restaurant, which has reopened. While it is anticipated that the Company will acquire such an interest, there can be no assurance that it will ultimately be able to do so, or what the terms of any such acquisition will be.
In addition, W/F has issued a $250,000 revolving line of credit to the Company. The line of credit has been used to pay the Company's obligations through the Effective Date, including the allowed administrative expenses. The line of credit bears interest at prime plus 2%, payable monthly. It is due no earlier than October 31, 2003 and no later than October 31, 2007.
In addition, the Plan Proponents have been exploring opportunities to acquire one or more gaming properties in Nevada, and intend to continue to explore such opportunities after the Effective Date. The Plan Proponents desire to ultimately operate the Company as a company in the gaming industry, and the Plan Proponents intend to utilize the Company's business operations after the Effective Date to provide a viable platform for the acquisition and operation of a significant Nevada gaming property. There can be no assurance that the Plan Proponents or the Company will ultimately identify, successfully acquire and obtain a license to operate a gaming property in Nevada or any other state.
On the Effective Date, the Company issued 15,141,674 shares of its Common Stock to holders of allowed Class 2 claims; 26,000 shares of its Common Stock to holders of allowed Class 3 preferred stock equity interests; and 27,807,219 shares of its Common Stock to the Plan Funders. The 7,583,687 shares of Common Stock that are currently outstanding will be retained by the holders of those shares. There are a total of 50,715,008 shares of common Stock outstanding after the issuance of shares under the Plan of Reorganization. 75,681,442 shares of Common Stock are authorized but unissued by the Company.
The shares of Common Stock issued to the Company's preferred shareholders and issued to holders of Class 2 claims are exempt from the requirements of the Securities Act and applicable state securities laws requiring registration or qualification for the offer or sale of securities. However, the shares of Common Stock issued to the Plan Proponents are restricted shares and may not be resold without registration or qualification under federal or applicable state securities laws, or an exemption therefrom.
The Company's outstanding shares of Common Stock are as follows:
Category of Stockholder Number of Shares Percentage of Class
----------------------- ---------------- -------------------
Former stockholders
(common) 7,583,687 15.0%
Unsecured creditors and
preferred stockholders 15,167,674 29.9%
Plan Proponents 27,807,219 54.8%
Administrative claims 156,428 0.3%
---------- -----
Total 50,715,008 100.0%
========== ======
--------------------------------------------------------------------------------
C. Management of the Company
The senior management of the Company upon the Effective Date consists of:
William Fleischman - Chief Executive Officer and Chief Financial Officer Douglas Hrdlicka - Chief Operating Officer
D. Distributions Under the Plan of Reorganization
1. All checks that were issued on account of allowed administrative expenses, allowed priority tax claims or allowed priority unsecured claims shall be null and void if not cashed within six months of issuance. Thereafter, the claims and expenses on account of which such checks were issued shall be forever barred.
Any distribution of shares of Common Stock under the Plan of Reorganization that is returned as unclaimed or undeliverable, and with regard to which the Company does not receive for six months any notice of a current address to which the distribution should be sent, shall become the property of the Company.
2. Litigation Claims. All of the Company's litigation claims (that is, claims which the Company believes it may have against others) were retained by and/or transferred to and vested in the reorganized Company, free and clear of all liens, claims, encumbrances and other interests, subject to all defenses and setoffs.
3. Amendment of Articles of Incorporation. The Company's Articles of Incorporation are deemed amended to prohibit the issuance of non-voting equity securities to the extent required by Section 1123(a)(6) of the Code.
4. Retention of Jurisdiction. The Court retains jurisdiction to the extent and for the purposes provided by law.
F. Effect of Confirmation of Plan of Reorganization
1. Discharge. As of the Effective Date, the Company is discharged of liability for payment of debts incurred before confirmation of the Plan of Reorganization. However, any liability imposed by the Plan of Reorganization is not discharged.
2. Revesting of Property. Except as provided in subsection (d) below, and except as provided elsewhere in the Plan of Reorganization, all property of the estate, was revested in the Company upon confirmation of the Plan of Reorganization.
3. Post-Confirmation Status Report. Until entry of a final decree, the Company shall file with the Court, not later than twenty days after the end of the calendar quarter which occurs after the entry of an order confirming the Plan of Reorganization, and every six months thereafter, a report of the action taken by the reorganized Company
--------------------------------------------------------------------------------
and the progress made toward consummation of the confirmed Plan of Reorganization. The Company must also file post-confirmation quarterly operating reports as required by the United States Trustee Guidelines.
4. Final Decree. Once the estate has been fully administered, the Company or another party as determined by the Court shall file a motion with the Court to close the Second Chapter 11 Proceeding.
G. Effective Date Balance Sheet
Attached hereto as Exhibit 99-3 is the audited Balance Sheet of the Company as of November 22, 2002, the Effective Date of the Plan of Reorganization.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NEVSTAR GAMING & ENTERTAINMENT CORP.
Date: April 27, 2003 ____________/s/__________________
By: William O. Fleischman
Chief Executive Officer and
Chief Financial Officer
--------------------------------------------------------------------------------
Exhibit 99.3
--------------------------------------------------------------------------------
NEVSTAR GAMING AND ENTERTAINMENT CORPORATION
FINANCIAL STATEMENT
NOVEMBER 22, 2002
--------------------------------------------------------------------------------
NEVSTAR GAMING AND ENTERTAINMENT CORPORATION
CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 3
BALANCE SHEET 4
NOTES TO FINANCIAL STATEMENT 5
--------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
BOARD OF DIRECTORS
NEVSTAR GAMING AND ENTERTAINMENT CORPORATION
We have audited the accompanying balance sheet of Nevstar Gaming and Entertainment Corporation (a Nevada corporation in the development stage) as of November 22, 2002. This financial statement is the responsibility of the Company's management. Our responsiblity is to express an opinion on this financial statment based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 statement referred to above presents fairly, in all material respects, the financial position of Nevstar Gaming and Entertainment Corporation as of November 22, 2002 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statement, the Company did not generate revenue and is not operating which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants
Encino, California
December 3, 2002
--------------------------------------------------------------------------------
NEVSTAR GAMING AND ENTERTAINMENT CORPORATION
BALANCE SHEET
NOVEMBER 22, 2002
ASSETS
Current Assets $ -
-------
Total Assets $ -
=======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 78,046
-------- --------------
Total Current Liabilities $ 74,046
Long Term Liabilities
Pre-petition tax liabilities - Note 3 194,858
Long-term credit facility, related party - Note 4 221,625
--------
Total Liabilities 494,529
Shareholders' Equity (Deficit)
Common Stock $.01 par value,
126,396,450 shares authorized, 50,715,008
issued and outstanding $ 507,150
Accumulated deficit, prior to development
state - Note 6 (1,001,679)
-----------
Total Shareholders' Deficit $ (494,529)
Total Liabilities and Shareholders' Deficit $ -
=========
See independent auditors' report and notes to financial statment.
--------------------------------------------------------------------------------
NEVSTAR GAMING AND ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENT
NOVEMBER 22, 2002
Note 1 - Organization and Interim Events
The Company, a Nevada Corporation, filed its last financial report to the Securities and Exchange Commission on Form 10-Q, for the quarter ended March 31, 1999. At that time, the Company owned and operated the Mesquite Star, a hotel and casino in Mesquite, Nevada.
December 1, 1999, the Company filed a voluntary petition for relief under Chapter 11 (the "First Chapter 11 Proceeding") in the United States Bankruptcy Court, District of Nevada (the "Bankruptcy Court"), Case No. 99-19566RCJ. The Company acted as debtor in possession during the First Chapter 11 Proceeding. In part as a result of the objections of certain of the Company's secured creditors and the Bankruptcy Court's belief that the Company could not be successfully reorganized in view of such objections, the Bankruptcy Court dismissed the First Chapter 11 Proceeding on or about March 2, 2000.
On March 3, 2000, Randy Black was appointed by the District Court of Clark County, Nevada as receiver for the Company. On or about March 8, 2000, Black caused the casino to cease all meaningful operations and the casino was closed. The Company has not engaged in business operations since that date. Subsequently, Black acquired the first trust deed on the casino from the bank and he began foreclosure proceedings against the casino. On July 10, 2000, the Company again filed a voluntary petition for relief under Chapter 11 (the "Second Chapter 11 Proceeding")in the Bankruptcy Court, Case No. BK-S-00-15075-LBR. During the Second Chapter 11 Proceeding, the Company acted as debtor in possession. During the course of the Second Chapter 11 Proceeding, the Bankruptcy Court permitted Black to foreclose on the casino, which occurred on November 13, 2000.
In April, 2001, the Company and W/F Investment Corp. ("W/F") submitted to the Bankruptcy Court a plan of reorganization, which was amended from time to time (the "Plan of Reorganization").
On February 20, 2002, the Bankruptcy Court issued an order confirming the Plan of Reorganization.
On November 22, 2002 the Plan of Reorganization became effective. The Company issued 15,141,674 shares of common stock to holders of unsecured claims; 156,428 shares of common stock to certain administrative claimants and to a previously secured claim, and 27,807,219 shares of common stock to the Plan Proponents. The 7,583,687 shares of Common Stock that were previously outstanding were retained by the holders of those shares. There are a total of 50,715,008 shares of common Stock outstanding after the issuance of shares under the Plan of Reorganization.
The Company does not currently have any operations.
Note 2 - Going Concern and Summary of Significant Accounting Policies
Going Concern
The accompanying financial statement has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company does not generate any revenue, and has a net capital deficiency. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company currently funds its disbursements by a line of credit from one of its Plan Proponents.
The financial statement does not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company is no longer operating, and will attempt to locate a new business (operating company) and offer itself as a merger vehicle for a company that may desire to go public through a merger rather than through its own public stock offering.
See independent auditors' report.
--------------------------------------------------------------------------------
NEVSTAR GAMING AND ENTERTAINMENT CORPORATION
NOTES TO FINANCIAL STATEMENT
NOVEMBER 22, 2002
Note 2 - Going Concern and Summary of Significant Accounting Policies
(Continued)
Accounting for Reorganization
The Company applied Financial Accounting Standards No. 15 ("Accounting for Debtors and Creditors for Troubled Debt Restructuring") for its emergence from Bankruptcy. The Company also adopted the Fresh Start Reporting (see Note 6).
Use of estimates
The preparation of a balance sheet in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the accompanying balance sheet. Significant estimates made in preparing this financial statement include the value of shares of common stock issued to the unsecured creditors in accordance with the Plan of Reorganization. Management uses its knowledge and expertise in making these estimates. Actual results could differ from those estimates.
Income Taxes
The Company utilizes the liablity method to account for income taxes. Under this method, deferred taxes and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted rates and laws expected to apply when the differences are expected to reverse.
Note 3 - Pre-petition Tax Liabilities
Pre-petition tax liabilities consist of $194,858 payable to the Nevada Department of Taxation and the Nevada Gaming Authority. Pursuant to the Bankruptcy Code and stipulations entered into between the parties and the Company, the amounts will be paid in full, plus interest at 5% in quarterly payments commencing January, 2004 and ending September, 2009. Payments due on these liabilities during the next five years are as follows:
Fiscal Year Ending June 30,
---------------------------
2003 $ -
2004 $ 16,000
2005 $ 32,000
2006 $ 32,000
2007 $ 32,000
Note 4 - Long Term Credit Facility, Related Party
The credit facility consists of $221,625 outstanding on a $250,000 revolving line of credit issued to the Company by W/F Investment Corp, a shareholder of the Company and a proponent of the bankruptcy Plan of Reorganization. The line of credit has been used to pay the Company's obligations through the November 22, 2002, the Effective Date of the Plan of Reorganization, including the allowed administrative expenses, accounting, legal and related expenses. The line of credit bears interest at prime plus 2%, payable monthly. It is due no earlier than October 31, 2003 and no later than October 31, 2007.
See independent auditors' report.
--------------------------------------------------------------------------------
Note 5 - Income Taxes
At November 22, 2002, the Company had net operating loss carryforwards of approximately $19 million for federal tax purposes, which expire from 2012 to 2015. Because of statutory ownership changes, the amount of net operating losses which may be utilized in future years may be subject to significant annual limitations. At November 22, 2002, total deferred tax assets, consisting principally of net operating loss carry forwards, amounted to approximately $7.5 million. For financial reporting purposes, a valuation allowance has been recognized in an amount equal to such deferred tax assets due to the uncertainty surrounding their ultimate realization.
Note 6 - Fresh Start Reporting
In accordance with its Plan of Reorganization, the Company converted unsecured liabilities amounting to approximately $18,300,000 to 15,167,674 shares of its common stock. The Company also issued 156,428 shares of its common stock in payment of administrative claims totaling approximately $20,0000, and 27,807,219 shares of its common stock to its Plan Proponents. The shares issued were valued at $0.01 per share, generating a gain on debt forgiveness of approximately $18,000,000. The amount of accumulated deficit prior to the reclassification in accordance with Fresh Start Reporting amounted to approximately $19,000,000. Management estimated the fair value of the shares issued at par value, based on the fact that no cash flows are expected in the foreseeable future. The balance of accumulated deficit after the adjustement requred by the Fresh Start Reporting represents the "Excess Reorganization Value", which was impaired due to the fact that no cash flows are expected in the foreseeable future.
See independent auditors' report.