Tuesday, December 03, 2002 4:46:11 PM
10SB12G continued
PART F/S
INDEX TO FINANCIAL STATEMENTS
Winners Internet Financial Statements for the period ended October 31, 1999
(unaudited)
Winners Internet Financial Statements for the period ended December 31, 1998
(and 1997)
18
<PAGE>
WINNERS INTERNET NETWORK, INC.
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED OCTOBER 31, 1999
(UNAUDITED)
<PAGE>
Michael Johnson & Co., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Telephone: (303)796-0099
Fax: (303)796-0137
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Winners Internet Network, Inc.
St. Augustine, FL
We have done a compilation of the accompanying balance sheet of Winners
Internet Network, Inc. (WIN) as of October 31, 1999 and the related statements
of operations, stockholders' equity, and cash flows for the period then ended,
in accordance with Statements of Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting, in the form of financial statements,
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any form of assurance on them.
/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
December 17, 1999
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Balance Sheet
For the Period Ended October 31
(Unaudited)
1999 1998
------------- -------------
SSETS:
Current Assets:
Cash in Bank $ 31,651 $ 34,863
Cash in Bank - LGT Vaduz 60,954 -
Cash in Bank - BTV Austria 600,648 -
Accounts Receivable - Europe 433,229 -
Accounts Receivable - Austria 1,591,640 -
------------- -------------
Total Current Assets 2,718,122 34,863
Fixed Assets:
GGLS Software 75,000 300,000
Equipment 85,801 73,236
Furniture & Fixtures 4,489 4,489
Vehicle 44,802 -
Less Depreciation (61,563) (17,850)
------------- -------------
Total Fixed Assets 148,529 359,875
Other Assets:
Prepaid Marketing 25,000 75,000
------------- -------------
Total Other Assets 25,000 75,000
TOTAL ASSETS $ 2,891,651 $ 469,738
============== =============
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable $ 809,374 $ 1,430
Accrued Expenses 9 100
Note Payable - Ford Credit 12,402 -
------------- -------------
Total Current Liabilities 821,785 1,530
Stockholders' Equity
Common Stock, par value $0.001: 50,000,000
shares authorized; 15,990,863 shares issued
and outstanding for 1999, and 13,884,856
shares issued and outstanding for 1998. 15,991 13,885
Additional Paid-In Capital 2,948,093 2,390,770
Accumulated Deficit (894,218) (1,936,447)
------------- -------------
Total Stockholders' Equity 2,069,866 468,208
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,891,651 $ 469,738
============= =============
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Operations
For the Period Ended October 31
(Unaudited)
1999 1998
------------- -------------
REVENUE:
Processing Income $ 1,744,878 $ -
License Income 5,000 -
Consulting Income - 2,168
------------- -------------
Total Revenue 1,749,878 2,168
EXPENSES:
504 Commission $ 12,500 $ 50,000
Advertising 300 158
Auto Expense 332 -
Bank Charges 2,112 343
Consulting Fees 9,600 34,997
Contract Labor 46,547 -
Dues & Subscriptions 2,395 2,201
Insurance 14,790 1,329
Internet 17,300 18,333
Marketing - 175,000
Meals & Entertainment 45,140 565
Office Expenses 7,769 1,837
Postage & Freight 776 503
Professional & Legal Fees 24,583 8,648
Rent 46,763 8,416
Rent of Equipment 473 4,110
Royalties - 26,450
Security 222 263
Taxes & Licenses 1,676 19,444
Telephone 28,117 3,108
Travel 119,985 70,191
Utilities 11,740 245
Wages 227,543 112,440
------------- -------------
Total Expenses 620,663 538,581
------------- -------------
NET PROFIT $ 1,129,215 $ (536,413)
============= =============
NET PROFIT PER (LOSS) COMMON STOCK $ 0.07 $ (0.05)
------------- -------------
WEIGHTED AVERAGE SHARES OUTSTANDING 15,843,494 11,168,189
------------- -------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Stockholders' Equity
October 31, 1999
(Unaudited)
<TABLE>
<CAPTION> COMMON STOCKS Additional Accumulate Total
----------------------- Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
------------- ---------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Davki Agency Ltd., Inc. Merger 8,000,000 8,000 359,287 (367,287) -
Comstock/Empire International, Inc.
Merger 294,944 295 703,373 (703,668) -
Issuance of Stock for Cash & Services 2,539,912 2,540 110,160 - 112,700
Net Deficit 12/31/97 - - - (111,918) (111,918)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1997 10,834,856 10,835 1,172,820 (1,182,873) 782
============= ========== ============= ============ =============
Issuance of 4/28 for Services 500,000 500 49,500 - 50,000
Issuance of 5/7 for Cash 1,000,000 1,000 299,000 - 300,000
Issuance of 5/19 for Cash 500,000 500 199,500 - 200,000
Issuance of 7/20 for Services 500,000 500 24,500 - 25,000
Issuance of 8/18 for Cash 550,000 550 219,450 - 220,000
Issuance of 11/1 for Cash 285,000 285 99,465 - 99,750
Issuance of 12/4 for Services 21,358 21 10,658 - 10,679
Issuance of 12/15 for Services 500,000 500 24,500 - 25,000
Issuance of 12/22 for Cash 100,000 100 99,900 - 100,000
Issuance Correction 12/31
(Comstock Merger) 141 - - - -
Net Deficit 12/31/98 - - - (840,560) (840,560)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1998 14,791,355 14,791 2,199,293 (2,023,433) 190,651
============= ========== ============= ============ =============
Issuance on 1/8/99 for Cash 100,000 100 99,900 - 100,000
Issuance on 3/25/99 for Cash 225,000 225 202,275 - 202,500
Issuance on 6/18/99 for Services 10,000 10 7,488 - 7,498
Issuance Correction 6/30
(Comstock Merger) 1350 2 - - 2
Issuance on 7/15/99 for Services 400,000 400 219,600 - 220,000
Issuance on 9/28/99 for Services 315,789 316 149,684 - 150,000
Issuance on 10/11/99 for Cash 147,369 147 69,853 - 70,000
Net Profit 10/31/99 - - - 1,129,215 1,129,215
------------- ---------- ------------- ------------ -------------
Balance October 31, 1999 15,990,863 $ 15,991 $ 2,948,093 $ (894,218) $ 2,069,866
============= ========== ============= ============ =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Cash Flow
For the Period Ended October 31
(Unaudited)
1999 1998
------------- -------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 1,129,215 $ (781,352)
CHANGES IN ASSETS & LIABILITIES:
Depreciation (43,713) (17,850)
Accounts Payable (807,944) 20
Accrued Expenses (91) (29,900)
Notes Payable - Ford Credit 12,402 -
Prepaid Expenses (91) -
Prepaid Marketing 50,000 75,000
------------- -------------
Net Cash Provided by Operating Activities 339,778 (754,082)
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital Expenditure 172,122 (3,022)
------------- -------------
Net Cash Used for Investing Activities 172,122 (3,022)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Ordinary Shares 146,490 791,950
------------- -------------
Net Cash Provided by Financing 146,490 791,950
Net Cash in Cash & Cash Equivalents 658,390 34,846
Cash & Cash Equivalents at Beginning of Period 34,863 17
------------- -------------
Cash & Cash Equivalents at End of Period $ 693,253 $ 34,863
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest - -
============= =============
Income Taxes - -
============= =============
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
October 31, 1999
(Unaudited)
Note 1 - Organization and Summary of Significant Accounting Policies:
Organization:
------------
On July 14, 1997, Winners Internet Network, Inc. (WIN) was incorporated under
the laws of Nevada. The Company's fiscal year end is December 31. On July
15, 1997 Winners Internet Network, Inc. and Comstock-Empire International,
Inc., a Washington Corporation merged pursuant to 368(a)(1)(A) and
368(a)(1)(F) of the Internal Revenue Code of 1986 as amended. Comstock-Empire
merged into WIN, acquiring all issued and outstanding shares of Comstock-
Empire for and in exchange for 294,944 shares of WIN common stock. On July 31,
1997 Winners Internet Network, Inc. and Davki Agency LTD, Inc., a Delaware
Corporation, merged in a plan of reorganization. WIN acquired all issued and
outstanding shares of Davki Agency LTD, Inc. for and in exchange of 8,000,000
shares of WIN common stock. This stock transfer is pursuant to 368(a)(1)(B)
of Internal Revenue code of 1986 as amended, as a tax-free exchange. The
Davki Agency LTD, Inc. became a wholly owned subsidiary of WIN.
Basis of Presentation:
----------------------
The Company is primarily engaged in the operation of an Internet Gaming Pay-
out structure. The authorized capital stock of the corporation is 20,000,000
shares of common stock $.001. On March 17, 1998 the authorized capital stock
of the corporation was increased to 50,000,000 shares of common stock.
Cash and Cash Equivalents:
-------------------------
The Company considers all highly liquid debt instruments, purchased with an
original maturity of three
months, to be cash equivalents.
Property and Equipment:
-----------------------
Property and equipment is stated at cost. The cost of ordinary maintenance
and repairs is charged to operations while renewals and replacements are
capitalized. Depreciation is figured on a straight-line basis as follows:
Computer Software 15 years
Equipment 5 years
Furniture & Fixtures 10 years
Vehicle 7 years
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
October 31, 1999
Revenue Recognition:
-------------------
Revenue is recognized when earned and expenses are recognized when they occur.
Use of estimates:
----------------
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note 2 Federal Income Taxes:
The Company adopted statement of financial Accounting Standards No. 109,
"Accounting For Income Taxes." FAS 109 requires the recognition of deferred
tax liabilities and assets for the anticipated future tax effects of temporary
differences that arise as a result of differences in the carrying amounts and
tax bases of assets and liabilities. There was no material effect on the
financial statements as a result of adopting FAS 109.
<PAGE>
WINNERS INTERNET NETWORK, INC.
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 1998
<PAGE>
Michael Johnson & Co., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Telephone: (303)796-0099
Fax: (303)796-0137
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Winners Internet Network, Inc.
St. Augustine, FL
We have audited the accompanying balance sheet of Winners Internet Network,
Inc. as of December 31, 1998 and the related statements of operations,
stockholders' equity, and cash flows for the year 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. These 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 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.
As shown in the financial statements, the company incurred a net loss of
$840,560 for 1998 and a net loss of $111,918 for 1997. These factors indicate
that the company has substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the company cannot continue in existence.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winners Internet Network,
Inc., as of December 31, 1998 and the results of their operations and their
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
December 16, 1999
<PAGE>
WINNERS INTERNET NETWORK, INC.
Balance Sheet
For the Period Ended December 31, 1998
With Comparative Totals for December 31, 1997
1998 1997
------------- ------------
ASSETS:
Current Assets:
Cash in Bank $ 28,857 $ -
------------- ------------
Total Current Assets 28,857 -
Fixed Assets:
GGLS Software 75,000 300,000
Equipment 84,289 -
Furniture & Fixtures 4,469 -
Vehicle 44,520 -
Less Depreciation (61,563) (17,850)
------------- ------------
Total Fixed Assets 146,715 282,150
Other Assets:
Loan Receivable - D. Skinner, Jr. 3,700 -
Prepaid Marketing 25,000 -
------------- ------------
28,700 -
TOTAL ASSETS $ 204,272 $ 282,150
============= ============
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable $ 427 $ 1,368
Advances Payable - 30,000
Payroll Taxes Payable (1,326) -
GGLS Payable - 250,000
Note Payable - Ford Credit 14,520 -
------------- ------------
Total Current Liabilities 13,621 281,368
Stockholders' Equity
Common Stock, par value $0.001: 50,000,000
shares authorized; 14,791,355 shares issued
and outstanding for 1998, and 10,834,856
shares issued and outstanding for 1997 14,791 10,835
Additional Paid-In Capital 2,199,293 1,172,820
Accumulated Deficit (2,023,433) (1,182,873)
------------- ------------
Total Stockholders' Equity 190,651 782
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 204,272 $ 282,150
============= ============
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Operations
For the Period Ended December 31, 1998
With Comparative Totals for December 31, 1997
1998 1997
------------- ------------
REVENUE:
Consulting Income $ 2,168 $ 8,604
------------- ------------
Total Revenue 2,168 8,604
EXPENSES:
504 Commission 179,750 418
Advertising 285 -
Bank Charges 490 829
Consulting Fees 71,297 2,000
Depreciation Expense 43,713 17,850
Dues & Subscriptions 2,301 95
Education 5,109 -
FICA Expense 17,176 -
Furniture Lease 2,674 -
Insurance 5,398 1,246
Internet 18,333 -
Maintenance & Repairs 922 35
Marketing Expense 50,000 -
Meals & Entertainment 387 -
Merger Expenses - 13,923
Miscellaneous Expense 548 -
Office Expenses 2,128 74
Postage & Freight 1,068 49
Professional & Legal Fees 13,311 -
Rent 32,499 -
Rent of Equipment 394 -
Royalties 26,450 -
Security 485 -
Taxes & Licenses 2,243 159
Telephone 11,370 2,622
Travel 110,630 22,837
Utilities 494 -
VAT Tax 9,414 -
Wages 233,859 58,385
------------- ------------
Total Expenses 842,728 120,522
------------- ------------
NET PROFIT $ (840,560) $ (111,918)
============= ============
NET PROFIT PER COMMON STOCK $ (0.06) $ (0.001)
------------- ------------
WEIGHTED AVERAGE SHARES OUTSTANDING 13,988,450 9,931,951
------------- ------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Stockholders' Equity
December 31, 1998
<TABLE>
<CAPTION> COMMON STOCKS Additional Accumulated Total
----------------------- Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
------------- ---------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Davki Agency Ltd., Inc. Merger 8,000,000 8,000 359,287 (367,287) -
Comstock/Empire International, Inc.
Merger 294,944 295 703,373 (703,668) -
Issuance of Stock for Cash & Services 2,539,912 2,540 110,160 - 112,700
Net Deficit 12/31/97 - - - (111,918) (111,918)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1997 10,834,856 10,835 1,172,820 (1,182,873) 782
============= ========== ============= ============ =============
Issuance of 4/28 for Services 500,000 500 49,500 - 50,000
Issuance of 5/7 for Cash 1,000,000 1,000 299,000 - 300,000
Issuance of 5/19 for Cash 500,000 500 199,500 - 200,000
Issuance of 7/20 for Services 500,000 500 24,500 - 25,000
Issuance of 8/18 for Cash 550,000 550 219,450 - 220,000
Issuance of 11/1 for Cash 285,000 285 99,465 - 99,750
Issuance of 12/4 for Services 21,358 21 10,658 - 10,679
Issuance of 12/15 for Services 500,000 500 24,500 - 25,000
Issuance of 12/22 for Cash 100,000 100 99,900 - 100,000
Issuance Correction 12/31
(Comstock Merger) 141 - - - -
Net Deficit 12/31/98 - - - (840,560) (840,560)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1998 14,791,355 $ 14,791 $ 2,199,293 $(2,023,433) $ 190,651
============= ========== ============= ============ =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Cash Flows
For the Period Ended December 31, 1998
With Comparative Totals for December 31, 1997
1998 1997
------------- ------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $ (840,560) $ (111,918)
Depreciation 43,713 17,850
CHANGES IN ASSETS & LIABILITIES:
GGLS Payable (250,000) 250,000
Accounts Payable (941) 1,368
Advances Payable (30,000) 30,000
Notes Payable - Ford Credit 14,520 -
Loan Receivable (3,700) -
Prepaid Marketing (25,000) -
------------- ------------
Net Cash Provided by Operating Activities (1,091,968) 187,300
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital Expenditure 94,335 (300,000)
------------- ------------
Net Cash Used for Investing Activities 94,335 (300,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Ordinary Shares 1,026,473 18,893
------------- ------------
Net Cash Provided by Financing 1,026,473 18,893
Net Cash in Cash & Cash Equivalents 28,840 (93,807)
Cash & Cash Equivalents at Beginning of Period 17 -
------------- ------------
Cash & Cash Equivalents at End of Period $ 28,857 $ (93,807)
============= ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest - -
Income Taxes - -
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1998
Note 1 - Organization and Summary of Significant Accounting Policies:
Organization:
------------
On July 14, 1997, Winners Internet Network, Inc. (WIN) was incorporated under
the laws of Nevada. The Company's fiscal year end is December 31. On July
15, 1997 Winners Internet Network, Inc. and Comstock-Empire International,
Inc., a Washington Corporation merged pursuant to 368(a)(1)(A) and
368(a)(1)(F) of the Internal Revenue Code of 1986 as amended. Comstock-Empire
merged into WIN, acquiring all issued and outstanding shares of Comstock-
Empire for and in exchange for 294,944 shares of WIN common stock. On July 31,
1997 Winners Internet Network, Inc. and Davki Agency LTD, Inc., a Delaware
Corporation, merged in a plan of reorganization. WIN acquired all issued and
outstanding shares of Davki Agency LTD, Inc. for and in exchange of 8,000,000
shares of WIN common stock. This stock transfer is pursuant to 368(a)(1)(B)
of Internal Revenue code of 1986 as amended, as a tax-free exchange. The
Davki Agency LTD, Inc. became a wholly owned subsidiary of WIN.
Basis of Presentation:
---------------------
The Company is primarily engaged in the operation of an Internet Gaming Pay-
out structure. The authorized capital stock of the corporation is 20,000,000
shares of common stock with a par value of $.001. On March 17, 1998 the
authorized capital stock of the corporation was increased to 50,000,000 shares
of common stock.
Cash and Cash Equivalents:
-------------------------
The Company considers all highly liquid debt instruments, purchased with an
original maturity of three
months, to be cash equivalents.
Property and Equipment:
----------------------
Property and equipment is stated at cost. The cost of ordinary maintenance
and repairs is charged to operations while renewals and replacements are
capitalized. Depreciation is figured on a straight-line basis as follows:
Computer Software 15 years
Equipment 5 years
Furniture & Fixtures 10 years
Vehicle 7 years
Revenue Recognition:
-------------------
Revenue is recognized when earned and expenses are recognized when they occur.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1998
GGLS Payable
------------
In 1997 the software was acquired from Global Gaming Link Systems, LTD. for
$300,000, $250,000 as a payable to GGLS and a down payment of $50,000. This
payable was paid in 1998 with an issuance of 500,000 shares of common stock.
The payable for GGLS was eliminated in July, 1998 when the stocks were
cancelled and reissued to Intertreuhand Aktiengesellschaft in as much as the
software was no longer held by GGLS and was obtained from Intertreuhand.
Use of estimates:
----------------
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note 2 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. However, the Company has sustained a
substantial operation loss this year. As shown in the financial statements,
the Company incurred a net loss of $840,560 for 1998 and a net loss of
$111,918 for 1997. These factors indicate that the Company has substantial
doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot continue
in existence.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, and the success of its future operations. Management
believes that actions presently being taken to revise the Company's operating
and financial requirements provide the opportunity for the Company to continue
as a going concern.
Note 3 Subsequent Event
In mid-December, 1998 the Austrian Subsidiary started operations by signing up
their first casino. All travel and marketing expenses to start this operation
were paid in 1998 by Winners Internet Network, Inc.
<PAGE>
PART III
ITEM 1: INDEX TO AND DESCRIPTION OF EXHIBITS
Exhibit Number Description Location
--------------- ---------------- --------
2.1 Articles of Incorporation of Winners Internet,
dated July 16, 1997 See attached
2.2 Articles of Merger, dated July 21, 1997 See attached
2.3 Certificate of Share Exchange,
dated August 4, 1997 See attached
2.4 Certificate of Amendment to Articles of
Incorporation, dated March 18, 1998 See attached
2.5 Bylaws of Winners Internet See attached
3.1 Winners Internet Directors, Officers and
Employees Stock Option Plan 1999 See attached
6.1 Lease between Winners Internet and Charles
Fazio, Sr., dated April 10, 1998 See attached
6.2 Consultant Agreement between Winners
Internet and Columbia Financial Group,
dated December 15, 1998 See attached
8.1 Agreement and Plan of Reorganization
Between Winners Internet and Davki
Agency, dated July 31, 1997
27 Financial Data Schedule See attached
________________________
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, who are duly authorized.
Date: December 23, 1999
WINNERS INTERNET NETWORK, INC.
/s/ David C. Skinner, Jr.
By: ___________________________________
David C. Skinner, Jr., President and CEO
PART F/S
INDEX TO FINANCIAL STATEMENTS
Winners Internet Financial Statements for the period ended October 31, 1999
(unaudited)
Winners Internet Financial Statements for the period ended December 31, 1998
(and 1997)
18
<PAGE>
WINNERS INTERNET NETWORK, INC.
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED OCTOBER 31, 1999
(UNAUDITED)
<PAGE>
Michael Johnson & Co., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Telephone: (303)796-0099
Fax: (303)796-0137
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Winners Internet Network, Inc.
St. Augustine, FL
We have done a compilation of the accompanying balance sheet of Winners
Internet Network, Inc. (WIN) as of October 31, 1999 and the related statements
of operations, stockholders' equity, and cash flows for the period then ended,
in accordance with Statements of Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting, in the form of financial statements,
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any form of assurance on them.
/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
December 17, 1999
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Balance Sheet
For the Period Ended October 31
(Unaudited)
1999 1998
------------- -------------
SSETS:
Current Assets:
Cash in Bank $ 31,651 $ 34,863
Cash in Bank - LGT Vaduz 60,954 -
Cash in Bank - BTV Austria 600,648 -
Accounts Receivable - Europe 433,229 -
Accounts Receivable - Austria 1,591,640 -
------------- -------------
Total Current Assets 2,718,122 34,863
Fixed Assets:
GGLS Software 75,000 300,000
Equipment 85,801 73,236
Furniture & Fixtures 4,489 4,489
Vehicle 44,802 -
Less Depreciation (61,563) (17,850)
------------- -------------
Total Fixed Assets 148,529 359,875
Other Assets:
Prepaid Marketing 25,000 75,000
------------- -------------
Total Other Assets 25,000 75,000
TOTAL ASSETS $ 2,891,651 $ 469,738
============== =============
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable $ 809,374 $ 1,430
Accrued Expenses 9 100
Note Payable - Ford Credit 12,402 -
------------- -------------
Total Current Liabilities 821,785 1,530
Stockholders' Equity
Common Stock, par value $0.001: 50,000,000
shares authorized; 15,990,863 shares issued
and outstanding for 1999, and 13,884,856
shares issued and outstanding for 1998. 15,991 13,885
Additional Paid-In Capital 2,948,093 2,390,770
Accumulated Deficit (894,218) (1,936,447)
------------- -------------
Total Stockholders' Equity 2,069,866 468,208
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,891,651 $ 469,738
============= =============
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Operations
For the Period Ended October 31
(Unaudited)
1999 1998
------------- -------------
REVENUE:
Processing Income $ 1,744,878 $ -
License Income 5,000 -
Consulting Income - 2,168
------------- -------------
Total Revenue 1,749,878 2,168
EXPENSES:
504 Commission $ 12,500 $ 50,000
Advertising 300 158
Auto Expense 332 -
Bank Charges 2,112 343
Consulting Fees 9,600 34,997
Contract Labor 46,547 -
Dues & Subscriptions 2,395 2,201
Insurance 14,790 1,329
Internet 17,300 18,333
Marketing - 175,000
Meals & Entertainment 45,140 565
Office Expenses 7,769 1,837
Postage & Freight 776 503
Professional & Legal Fees 24,583 8,648
Rent 46,763 8,416
Rent of Equipment 473 4,110
Royalties - 26,450
Security 222 263
Taxes & Licenses 1,676 19,444
Telephone 28,117 3,108
Travel 119,985 70,191
Utilities 11,740 245
Wages 227,543 112,440
------------- -------------
Total Expenses 620,663 538,581
------------- -------------
NET PROFIT $ 1,129,215 $ (536,413)
============= =============
NET PROFIT PER (LOSS) COMMON STOCK $ 0.07 $ (0.05)
------------- -------------
WEIGHTED AVERAGE SHARES OUTSTANDING 15,843,494 11,168,189
------------- -------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Stockholders' Equity
October 31, 1999
(Unaudited)
<TABLE>
<CAPTION> COMMON STOCKS Additional Accumulate Total
----------------------- Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
------------- ---------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Davki Agency Ltd., Inc. Merger 8,000,000 8,000 359,287 (367,287) -
Comstock/Empire International, Inc.
Merger 294,944 295 703,373 (703,668) -
Issuance of Stock for Cash & Services 2,539,912 2,540 110,160 - 112,700
Net Deficit 12/31/97 - - - (111,918) (111,918)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1997 10,834,856 10,835 1,172,820 (1,182,873) 782
============= ========== ============= ============ =============
Issuance of 4/28 for Services 500,000 500 49,500 - 50,000
Issuance of 5/7 for Cash 1,000,000 1,000 299,000 - 300,000
Issuance of 5/19 for Cash 500,000 500 199,500 - 200,000
Issuance of 7/20 for Services 500,000 500 24,500 - 25,000
Issuance of 8/18 for Cash 550,000 550 219,450 - 220,000
Issuance of 11/1 for Cash 285,000 285 99,465 - 99,750
Issuance of 12/4 for Services 21,358 21 10,658 - 10,679
Issuance of 12/15 for Services 500,000 500 24,500 - 25,000
Issuance of 12/22 for Cash 100,000 100 99,900 - 100,000
Issuance Correction 12/31
(Comstock Merger) 141 - - - -
Net Deficit 12/31/98 - - - (840,560) (840,560)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1998 14,791,355 14,791 2,199,293 (2,023,433) 190,651
============= ========== ============= ============ =============
Issuance on 1/8/99 for Cash 100,000 100 99,900 - 100,000
Issuance on 3/25/99 for Cash 225,000 225 202,275 - 202,500
Issuance on 6/18/99 for Services 10,000 10 7,488 - 7,498
Issuance Correction 6/30
(Comstock Merger) 1350 2 - - 2
Issuance on 7/15/99 for Services 400,000 400 219,600 - 220,000
Issuance on 9/28/99 for Services 315,789 316 149,684 - 150,000
Issuance on 10/11/99 for Cash 147,369 147 69,853 - 70,000
Net Profit 10/31/99 - - - 1,129,215 1,129,215
------------- ---------- ------------- ------------ -------------
Balance October 31, 1999 15,990,863 $ 15,991 $ 2,948,093 $ (894,218) $ 2,069,866
============= ========== ============= ============ =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Cash Flow
For the Period Ended October 31
(Unaudited)
1999 1998
------------- -------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 1,129,215 $ (781,352)
CHANGES IN ASSETS & LIABILITIES:
Depreciation (43,713) (17,850)
Accounts Payable (807,944) 20
Accrued Expenses (91) (29,900)
Notes Payable - Ford Credit 12,402 -
Prepaid Expenses (91) -
Prepaid Marketing 50,000 75,000
------------- -------------
Net Cash Provided by Operating Activities 339,778 (754,082)
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital Expenditure 172,122 (3,022)
------------- -------------
Net Cash Used for Investing Activities 172,122 (3,022)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Ordinary Shares 146,490 791,950
------------- -------------
Net Cash Provided by Financing 146,490 791,950
Net Cash in Cash & Cash Equivalents 658,390 34,846
Cash & Cash Equivalents at Beginning of Period 34,863 17
------------- -------------
Cash & Cash Equivalents at End of Period $ 693,253 $ 34,863
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest - -
============= =============
Income Taxes - -
============= =============
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
October 31, 1999
(Unaudited)
Note 1 - Organization and Summary of Significant Accounting Policies:
Organization:
------------
On July 14, 1997, Winners Internet Network, Inc. (WIN) was incorporated under
the laws of Nevada. The Company's fiscal year end is December 31. On July
15, 1997 Winners Internet Network, Inc. and Comstock-Empire International,
Inc., a Washington Corporation merged pursuant to 368(a)(1)(A) and
368(a)(1)(F) of the Internal Revenue Code of 1986 as amended. Comstock-Empire
merged into WIN, acquiring all issued and outstanding shares of Comstock-
Empire for and in exchange for 294,944 shares of WIN common stock. On July 31,
1997 Winners Internet Network, Inc. and Davki Agency LTD, Inc., a Delaware
Corporation, merged in a plan of reorganization. WIN acquired all issued and
outstanding shares of Davki Agency LTD, Inc. for and in exchange of 8,000,000
shares of WIN common stock. This stock transfer is pursuant to 368(a)(1)(B)
of Internal Revenue code of 1986 as amended, as a tax-free exchange. The
Davki Agency LTD, Inc. became a wholly owned subsidiary of WIN.
Basis of Presentation:
----------------------
The Company is primarily engaged in the operation of an Internet Gaming Pay-
out structure. The authorized capital stock of the corporation is 20,000,000
shares of common stock $.001. On March 17, 1998 the authorized capital stock
of the corporation was increased to 50,000,000 shares of common stock.
Cash and Cash Equivalents:
-------------------------
The Company considers all highly liquid debt instruments, purchased with an
original maturity of three
months, to be cash equivalents.
Property and Equipment:
-----------------------
Property and equipment is stated at cost. The cost of ordinary maintenance
and repairs is charged to operations while renewals and replacements are
capitalized. Depreciation is figured on a straight-line basis as follows:
Computer Software 15 years
Equipment 5 years
Furniture & Fixtures 10 years
Vehicle 7 years
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
October 31, 1999
Revenue Recognition:
-------------------
Revenue is recognized when earned and expenses are recognized when they occur.
Use of estimates:
----------------
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note 2 Federal Income Taxes:
The Company adopted statement of financial Accounting Standards No. 109,
"Accounting For Income Taxes." FAS 109 requires the recognition of deferred
tax liabilities and assets for the anticipated future tax effects of temporary
differences that arise as a result of differences in the carrying amounts and
tax bases of assets and liabilities. There was no material effect on the
financial statements as a result of adopting FAS 109.
<PAGE>
WINNERS INTERNET NETWORK, INC.
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 1998
<PAGE>
Michael Johnson & Co., LLC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
Telephone: (303)796-0099
Fax: (303)796-0137
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Winners Internet Network, Inc.
St. Augustine, FL
We have audited the accompanying balance sheet of Winners Internet Network,
Inc. as of December 31, 1998 and the related statements of operations,
stockholders' equity, and cash flows for the year 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. These 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 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.
As shown in the financial statements, the company incurred a net loss of
$840,560 for 1998 and a net loss of $111,918 for 1997. These factors indicate
that the company has substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the company cannot continue in existence.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Winners Internet Network,
Inc., as of December 31, 1998 and the results of their operations and their
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, Colorado
December 16, 1999
<PAGE>
WINNERS INTERNET NETWORK, INC.
Balance Sheet
For the Period Ended December 31, 1998
With Comparative Totals for December 31, 1997
1998 1997
------------- ------------
ASSETS:
Current Assets:
Cash in Bank $ 28,857 $ -
------------- ------------
Total Current Assets 28,857 -
Fixed Assets:
GGLS Software 75,000 300,000
Equipment 84,289 -
Furniture & Fixtures 4,469 -
Vehicle 44,520 -
Less Depreciation (61,563) (17,850)
------------- ------------
Total Fixed Assets 146,715 282,150
Other Assets:
Loan Receivable - D. Skinner, Jr. 3,700 -
Prepaid Marketing 25,000 -
------------- ------------
28,700 -
TOTAL ASSETS $ 204,272 $ 282,150
============= ============
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable $ 427 $ 1,368
Advances Payable - 30,000
Payroll Taxes Payable (1,326) -
GGLS Payable - 250,000
Note Payable - Ford Credit 14,520 -
------------- ------------
Total Current Liabilities 13,621 281,368
Stockholders' Equity
Common Stock, par value $0.001: 50,000,000
shares authorized; 14,791,355 shares issued
and outstanding for 1998, and 10,834,856
shares issued and outstanding for 1997 14,791 10,835
Additional Paid-In Capital 2,199,293 1,172,820
Accumulated Deficit (2,023,433) (1,182,873)
------------- ------------
Total Stockholders' Equity 190,651 782
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 204,272 $ 282,150
============= ============
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Operations
For the Period Ended December 31, 1998
With Comparative Totals for December 31, 1997
1998 1997
------------- ------------
REVENUE:
Consulting Income $ 2,168 $ 8,604
------------- ------------
Total Revenue 2,168 8,604
EXPENSES:
504 Commission 179,750 418
Advertising 285 -
Bank Charges 490 829
Consulting Fees 71,297 2,000
Depreciation Expense 43,713 17,850
Dues & Subscriptions 2,301 95
Education 5,109 -
FICA Expense 17,176 -
Furniture Lease 2,674 -
Insurance 5,398 1,246
Internet 18,333 -
Maintenance & Repairs 922 35
Marketing Expense 50,000 -
Meals & Entertainment 387 -
Merger Expenses - 13,923
Miscellaneous Expense 548 -
Office Expenses 2,128 74
Postage & Freight 1,068 49
Professional & Legal Fees 13,311 -
Rent 32,499 -
Rent of Equipment 394 -
Royalties 26,450 -
Security 485 -
Taxes & Licenses 2,243 159
Telephone 11,370 2,622
Travel 110,630 22,837
Utilities 494 -
VAT Tax 9,414 -
Wages 233,859 58,385
------------- ------------
Total Expenses 842,728 120,522
------------- ------------
NET PROFIT $ (840,560) $ (111,918)
============= ============
NET PROFIT PER COMMON STOCK $ (0.06) $ (0.001)
------------- ------------
WEIGHTED AVERAGE SHARES OUTSTANDING 13,988,450 9,931,951
------------- ------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Stockholders' Equity
December 31, 1998
<TABLE>
<CAPTION> COMMON STOCKS Additional Accumulated Total
----------------------- Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
------------- ---------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Davki Agency Ltd., Inc. Merger 8,000,000 8,000 359,287 (367,287) -
Comstock/Empire International, Inc.
Merger 294,944 295 703,373 (703,668) -
Issuance of Stock for Cash & Services 2,539,912 2,540 110,160 - 112,700
Net Deficit 12/31/97 - - - (111,918) (111,918)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1997 10,834,856 10,835 1,172,820 (1,182,873) 782
============= ========== ============= ============ =============
Issuance of 4/28 for Services 500,000 500 49,500 - 50,000
Issuance of 5/7 for Cash 1,000,000 1,000 299,000 - 300,000
Issuance of 5/19 for Cash 500,000 500 199,500 - 200,000
Issuance of 7/20 for Services 500,000 500 24,500 - 25,000
Issuance of 8/18 for Cash 550,000 550 219,450 - 220,000
Issuance of 11/1 for Cash 285,000 285 99,465 - 99,750
Issuance of 12/4 for Services 21,358 21 10,658 - 10,679
Issuance of 12/15 for Services 500,000 500 24,500 - 25,000
Issuance of 12/22 for Cash 100,000 100 99,900 - 100,000
Issuance Correction 12/31
(Comstock Merger) 141 - - - -
Net Deficit 12/31/98 - - - (840,560) (840,560)
------------- ---------- ------------- ------------ -------------
Balance December 31, 1998 14,791,355 $ 14,791 $ 2,199,293 $(2,023,433) $ 190,651
============= ========== ============= ============ =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
WINNERS INTERNET NETWORK, INC.
Consolidated Statement of Cash Flows
For the Period Ended December 31, 1998
With Comparative Totals for December 31, 1997
1998 1997
------------- ------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $ (840,560) $ (111,918)
Depreciation 43,713 17,850
CHANGES IN ASSETS & LIABILITIES:
GGLS Payable (250,000) 250,000
Accounts Payable (941) 1,368
Advances Payable (30,000) 30,000
Notes Payable - Ford Credit 14,520 -
Loan Receivable (3,700) -
Prepaid Marketing (25,000) -
------------- ------------
Net Cash Provided by Operating Activities (1,091,968) 187,300
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital Expenditure 94,335 (300,000)
------------- ------------
Net Cash Used for Investing Activities 94,335 (300,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Ordinary Shares 1,026,473 18,893
------------- ------------
Net Cash Provided by Financing 1,026,473 18,893
Net Cash in Cash & Cash Equivalents 28,840 (93,807)
Cash & Cash Equivalents at Beginning of Period 17 -
------------- ------------
Cash & Cash Equivalents at End of Period $ 28,857 $ (93,807)
============= ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest - -
Income Taxes - -
The accompanying notes are an integral part of these financial statements.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1998
Note 1 - Organization and Summary of Significant Accounting Policies:
Organization:
------------
On July 14, 1997, Winners Internet Network, Inc. (WIN) was incorporated under
the laws of Nevada. The Company's fiscal year end is December 31. On July
15, 1997 Winners Internet Network, Inc. and Comstock-Empire International,
Inc., a Washington Corporation merged pursuant to 368(a)(1)(A) and
368(a)(1)(F) of the Internal Revenue Code of 1986 as amended. Comstock-Empire
merged into WIN, acquiring all issued and outstanding shares of Comstock-
Empire for and in exchange for 294,944 shares of WIN common stock. On July 31,
1997 Winners Internet Network, Inc. and Davki Agency LTD, Inc., a Delaware
Corporation, merged in a plan of reorganization. WIN acquired all issued and
outstanding shares of Davki Agency LTD, Inc. for and in exchange of 8,000,000
shares of WIN common stock. This stock transfer is pursuant to 368(a)(1)(B)
of Internal Revenue code of 1986 as amended, as a tax-free exchange. The
Davki Agency LTD, Inc. became a wholly owned subsidiary of WIN.
Basis of Presentation:
---------------------
The Company is primarily engaged in the operation of an Internet Gaming Pay-
out structure. The authorized capital stock of the corporation is 20,000,000
shares of common stock with a par value of $.001. On March 17, 1998 the
authorized capital stock of the corporation was increased to 50,000,000 shares
of common stock.
Cash and Cash Equivalents:
-------------------------
The Company considers all highly liquid debt instruments, purchased with an
original maturity of three
months, to be cash equivalents.
Property and Equipment:
----------------------
Property and equipment is stated at cost. The cost of ordinary maintenance
and repairs is charged to operations while renewals and replacements are
capitalized. Depreciation is figured on a straight-line basis as follows:
Computer Software 15 years
Equipment 5 years
Furniture & Fixtures 10 years
Vehicle 7 years
Revenue Recognition:
-------------------
Revenue is recognized when earned and expenses are recognized when they occur.
<PAGE>
WINNERS INTERNET NETWORK, INC.
Notes to Financial Statements
December 31, 1998
GGLS Payable
------------
In 1997 the software was acquired from Global Gaming Link Systems, LTD. for
$300,000, $250,000 as a payable to GGLS and a down payment of $50,000. This
payable was paid in 1998 with an issuance of 500,000 shares of common stock.
The payable for GGLS was eliminated in July, 1998 when the stocks were
cancelled and reissued to Intertreuhand Aktiengesellschaft in as much as the
software was no longer held by GGLS and was obtained from Intertreuhand.
Use of estimates:
----------------
The preparation of financial statements, in conformity with generally accepted
accounting principles, requires management to make estimates and assumptions
that affect the reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note 2 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. However, the Company has sustained a
substantial operation loss this year. As shown in the financial statements,
the Company incurred a net loss of $840,560 for 1998 and a net loss of
$111,918 for 1997. These factors indicate that the Company has substantial
doubt about its ability to continue as a going concern. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot continue
in existence.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, and the success of its future operations. Management
believes that actions presently being taken to revise the Company's operating
and financial requirements provide the opportunity for the Company to continue
as a going concern.
Note 3 Subsequent Event
In mid-December, 1998 the Austrian Subsidiary started operations by signing up
their first casino. All travel and marketing expenses to start this operation
were paid in 1998 by Winners Internet Network, Inc.
<PAGE>
PART III
ITEM 1: INDEX TO AND DESCRIPTION OF EXHIBITS
Exhibit Number Description Location
--------------- ---------------- --------
2.1 Articles of Incorporation of Winners Internet,
dated July 16, 1997 See attached
2.2 Articles of Merger, dated July 21, 1997 See attached
2.3 Certificate of Share Exchange,
dated August 4, 1997 See attached
2.4 Certificate of Amendment to Articles of
Incorporation, dated March 18, 1998 See attached
2.5 Bylaws of Winners Internet See attached
3.1 Winners Internet Directors, Officers and
Employees Stock Option Plan 1999 See attached
6.1 Lease between Winners Internet and Charles
Fazio, Sr., dated April 10, 1998 See attached
6.2 Consultant Agreement between Winners
Internet and Columbia Financial Group,
dated December 15, 1998 See attached
8.1 Agreement and Plan of Reorganization
Between Winners Internet and Davki
Agency, dated July 31, 1997
27 Financial Data Schedule See attached
________________________
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, who are duly authorized.
Date: December 23, 1999
WINNERS INTERNET NETWORK, INC.
/s/ David C. Skinner, Jr.
By: ___________________________________
David C. Skinner, Jr., President and CEO
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