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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED SEPTEMBER 30, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________
Commission file number: 0-22622
CREATOR CAPITAL LIMITED
(FORMERLY INTERACTIVE ENTERTAINMENT LIMITED)
(Exact name of registrant as specified in its charter)
BERMUDA 98-0170199
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Cedar House, 41 Cedar Street
Hamilton HM 12, Bermuda
(Address of principal executive offices)
(604) 947-2555
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes __X__ No _____
The registrant had 50,000,000 shares of common stock outstanding as of
September 30, 2001.
Exhibit index is located on page 11.
CREATOR CAPITAL LIMITED
(formerly Interactive Entertainment Limited)
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1.
Consolidated Financial Statements
Consolidated Balance Sheets -
September 30, 2001 and December 31, 2000 3
Consolidated Statements of Operations - Nine Months
ended September 30, 2001and September 30, 2000 4
Consolidated Statements of Cash Flows -
Nine Months ended September 30, 2001 and September 30, 2000 5
Consolidated Statement of Shareholders' Equity (Deficit) 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 6.(a) Exhibits Index 11
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CREATOR CAPITAL LIMITED
CONSOLIDATED BALANCE SHEETS
For the Nine Months Ended September 30, 2001
(with comparative figures to September 30, 2000 and December 31, 2000)
(UNAUDITED)
ASSETS
September 30,
September 30,
December
31,
2001
2000
2000
Current Assets
Cash and cash equivalents
$ 28,214
$ 68,403
$ 74,314
Accounts and notes receivable,
192,450
152,980
161,900
Prepaid expenses
Total current assets
77,587
100,254
76,755
298,251
321,637
312,969
Furniture, fixtures and equipment
95,855
174,862
157,953
Game software (net of amortization)
14,364
210,637
140,425
Website investment
108,030
- --
- --
Goodwill (net of amortization)
- --
145,376
17,103
Total assets
$ 516,500
$ 852,512
LIABILITIES
Current liabilities
Accrued Dividends
Accounts payable and accrued expenses
887,410
111,930
- --
963,749
878,454
244,168
Total current liabilities
999,340
963,749
1,122,622
Notes Payable, Long Term
102,322
114,117
85,822
1,101,662
1,077,866
1,208,444
SHAREHOLDERS' EQUITY
Class A preferred shares, $0.01 par value,
Authorized: 3,000 shares;
Issued: 2,237 shares
22
22
22
Class B preferred shares, $0.01 par value,
Authorized: 5,000,000 shares;
Issued: 100 and 2,075 shares
1
21
21
Common shares, $0.01 par value,
Authorized: 100,000,000 shares;
Issued: 87,782,611 and 50,000,000 shares
972,526
500,000
500,000
Additional paid-in-capital
65,306,498
65,616,313
65,616,313
Accumulated deficit
(66,864,209)
(66,341,710)
(66,696,350)
(585,162)
(225,354)
(579,994)
Total liabilities and shareholders' equity
$ 516,500
$ 852,512
$ 628,450
APPROVED ON BEHALF OF THE BOARD:
"Deborah Forterscue-Merrin" "Stephen Rosenberg"
DEBORAH FORTESCUE-MERRIN STEPHEN ROSENBERG
CREATOR CAPITAL LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended September 30, 2001
(with comparative figures to September 30, 2000)
(UNAUDITED)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2001
2000
2001
2000
Revenue
$ 155,460
$ 140,420
$ 451,055
$ 407,895
Operating Expenses
Amortization and depreciation
21,264
221,198
222,486
663,595
Consulting and contract labor
28,196
15,000
86,268
51,793
General and administrative
30,897
34,256
114,773
126,711
Legal
- --
7,074
2,119
16,995
Marketing
11,022
3,885
17,426
4,285
Sky Play technical support
13,848
44,000
109,177
92,000
105,227
325,413
552,249
955,379
Other:
$ 50,233
($184,993)
$ 101,194
($547,484)
Expense recoveries
- --
- --
9,600
9,855
Interest income
1,094
647
2,675
2,574
1,094
647
12,275
12,429
Net (gain) loss
$ 51,327
($184,346)
($88,919)
($535,055)
BASIC AND DILUTED LOSS PER SHARE
Numerator for basic and diluted loss per share:
Net income (loss)
51,327
(184,346)
(88,919)
(535,055)
Preferred stock dividends
- --
(90,722)
(78,940)
(269,642)
Gain (loss) to common shareholders
51,327
(275,068)
(167,859)
(804,697)
Denominator for basic and
diluted loss per share:
Weighted average shares outstanding
87,782,611
50,000,000
87,782,611
50,000,000
Net loss per share
$ 0.0006
($ 0.0055 )
($ 0.019 )
($ 0.0161)
CREATOR CAPITAL LIMITED
STATEMENT OF CHANGES IN FINANCIAL POSITION
For the Nine Months Ended September 30, 2001
(with comparative figures to September 30, 2000)
(UNAUDITED)
Nine Months
Nine Months
Ended
Ended
September 30,
September 30,
2001
2000
CASH PROVIDED (USED) BY:
OPERATING ACTIVITIES
Activity for the period:
($ 88,919)
($ 804,697)
Changes in non-cash working capital balances:
Depreciation and amortization
222,486
663,597
Accounts receivable
(30,550)
(60,499)
Prepaid expenses
(832)
(11,148)
Accounts payable and accrued expenses
(123,282)
208,576
Net cash provided by (used in) operating activities
($ 21,097)
($ 4,171)
INVESTING ACTIVITIES
Investment
(108,030)
- --
Website
(14,364)
- --
(Purchases) sales of property and equipment
(2,860)
994
Net cash provided by (used in) financing activities
(125,254)
994
FINANCING ACTIVITIES
Equity
162,691
- --
Issuance of Notes Payable
16,500
14,795
Payment of Preferred Stock Dividends
(78,940)
- --
Net cash provided by (used in) investing activities
100,251
14,795
Net increase (decrease) in cash
(46,100)
11,618
Cash, beginning of period
74,314
56,785
Cash, end of period
$ 28,214
$ 68,403
CREATOR CAPITAL LIMITED
CONSOLIDATED STATEMENT OF ACCUMULATED DEFICIT
For the Nine Months Ended September 30, 2001
(with comparative figures to September 30, 2000)
(UNAUDITED)
September 30, September 30,
2001 2000
Balance, beginning of Period ($ 66,696,350) ($ 65,537,013)
Current Period's activities (88,919) (535,055)
Preferred stock dividends (78,940) (269,642)
Balance, end of Period $( 66,864,209) ($ 66,341,710)
SCHEDULE "A"
CREATOR CAPITAL LIMITED
CONSOLIDATED STATEMENT OF GENERAL AND ADMINISTRATIVE EXPENSES
For the Nine Months Ended September 30, 2001
(with comparative figures to September 30, 2000)
(UNAUDITED)
September 30, 2001 September 30, 2000
Accounting and Audit $ 12,619 $ 6,456
Annual General Meeting 2,222 2,113
Bank Charges 901 1,518
Collection Fees -- 2,059
Courier & Postage 1,106 3,937
Foreign Exchange 104 525
Foreign Tax -- 1,247
Insurance 44,167 85,626
Interest 730 973
Investor Relations 4,279 79
Licenses & Filing Fees 6,739 8,102
Office 5,795 3,513
Rent 2,493 2,606
Software 2,622 --
Telecommunications 2,896 2,228
Trademark 650 --
Transfer Agent 3,609 2,022
Travel 23,841 3,707
$ 114,773 $ 126,711
NOTE 1 - NATURE OF OPERATIONS
The consolidated financial statements of Creator Capital Limited
and Subsidiaries ("CCL" or the "Company") included herein have
been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). In management's
opinion, these financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary
for a fair presentation of the results of operations for the
interim periods presented. Pursuant to SEC rules and
regulations, certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles
have been condensed or omitted from these statements
unless significant changes have taken place since the end
of the most recent fiscal year. For this reason, the
consolidated financial statements and notes thereto should be
read in conjunction with the financial statements and notes
included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000.
The Company is a Bermuda exempted company, which, on September 27,
2000 changed its name to Creator Capital Limited, and in
June 1997, changed its name to Interactive Entertainment
Limited ("IEL") from Sky Games International, Ltd. ("SGI").
The Company's activities had been focused on providing
inflight gaming software and services by developing,
implementing and operating a computer-based interactive
video entertainment system of gaming and other entertainment
activities on, but not limited to, the aircraft of international
commercial air carriers. In November 1998, the Company ceased
operations of its inflight gaming business and currently, the
Company is concentrating on its Sky Play entertainment
games business.
On January 13, 1998, the Company completed the acquisition
of all the outstanding capital stock of Inflight Interactive
Limited ("IIL") in exchange for 500,000 shares of the Company's
$.01 par value
common stock (the "Common Stock"). IIL is a United Kingdom
developer and provider of amusement games to the airline
industry. The games are marketed under the name Sky Play
and, as of June 30, 2001, currently are operating on a number
of airlines: Air China, American Airlines, Cathay Pacific,
Continental, Egyptair, Emirates, Japan Airlines, Lauda Air and
Malaysia Airlines. The purchase agreement provides for the
Company to issue up to 250,000 additional shares of Common
Stock to the previous owners of IIL upon achievement of
certain milestones regarding implementation of the
Company's Sky Games gaming software with an international
airline to be designated by the parties. The
acquisition was accounted for using the purchase method.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries: Sky Games
International Corp. (a Nevada corporation), Creator Island
Equities Inc. (a Yukon Territory corporation), and Inflight
Interactive Limited (a U.K. corporation). All material inter-
company transactions have been eliminated in consolidation.
Goodwill
The goodwill, which arose from the acquisition of IIL, is
being amortized on a straight-line basis over three
years. It is now amortized out.
Software Development
All gaming software production costs have been capitalized
until the software was available for general release to
customers in accordance with the provisions of Statement of
Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased, or Otherwise
Marketed." Amortization of the software costs over a three-
year period started in June 1998. It is now amortized out.
Comprehensive Income
The Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income,"
("SFAS No. 130") effective January 1, 1998. SFAS No. 130
established standards for the reporting and display of
comprehensive income and its components in a full set of
general-purpose financial statements. The Company's
comprehensive income (loss) is substantially equivalent to
net income (loss) for the nine months ended September 30,
2001 and 2000, respectively.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect amounts reported
in the financial statements and accompanying notes and in
determining the impairment of long-lived assets. Actual
results could differ from those estimates.
NOTE 3 - ACQUISITION OF MINORITY INTEREST
Prior to June 17, 1997, the Company operated its principal
business activities under the name Sky Games International,
Ltd. through its indirectly 80%-owned subsidiary then known
as Interactive Entertainment Limited ("Old IEL"). The
remaining 20% of Old IEL was held by an affiliate of Harrah's
Entertainment, Inc. (which, together with its affiliates,
is referred to herein as "Harrah's"). Harrah's also
managed the operations of Old IEL pursuant to a management
agreement effective December 30, 1994,
(the "Management Agreement").
Effective June 17, 1997, pursuant to a Plan and Agreement of
Merger and Amalgamation dated May 13, 1997; Old IEL was merged
into the Company (the "Amalgamations"). As part of the
Amalgamations, the Management Agreement with Harrah's was
terminated. Harrah's received a total of 5,879,040 shares of
Common Stock in exchange for its 20% ownership interest in
Old IEL and as consideration for the termination of the
Management Agreement. The Amalgamation has been accounted for
under the purchase method. The shares issued to Harrah's were
valued at $26,255,793 based on the average quoted market price
of the Company's Common Stock when the Amalgamations were
announced, or $4.466 per share.
NOTE 4 - SHAREHOLDERS' EQUITY
In December 1994, the Company discontinued an engineering
and marketing arrangement with B/E Aerospace, Inc. ("BEA").
As part of the termination, the Company issued to BEA a
promissory note in the original principal amount of $2.5
million at 12% per annum. On February 28, 1997, an
agreement was reached with BEA to exchange the note,
in the amount of $2,737,000, including accrued and unpaid
interest, for Class A Preference Shares at $1,000 per share.
The exchange for 2,737 Class A Preference Shares was completed
in June 1997. During 1998, the Company and BEA agreed that
the Company would redeem the Class A Preference Shares in
installments beginning June 30, 1998. The Company
redeemed 500 shares at their redemption price of 1999. $1,000
per share during 1998.
The Class A Preference Shares are convertible at any time into
a number of shares of Common Stock determined by dividing $1,000
per share of Class A Preference Shares, plus any accrued and
unpaid dividends thereon by: (i) prior to August 31, 1999, a
conversion price equal to 65% of the average mean of the
closing bid and ask prices of the Common Stock for the 20
trading days prior to the conversion (the "Market Price") and
(ii) after August 31, 1999, a conversion price equal to 60%
of the Market Price. Dividends on the Class A Preference
Shares are cumulative and payable quarterly at an annual
dividend rate of 9%. The Company, at its option, may redeem
the Class A Preference Shares, in whole or in part, at any
time and from time to time, at a redemption price of $1,000
per share plus any accrued and unpaid dividends thereon.
Upon liquidation, holders of the Class A Preference Shares
will be entitled to repayment of an amount equal to $1,000
per share plus accrued and unpaid dividends, prior to any
distributions to holders of common Stock. Unpaid dividends
of $503,149 were in arrears as of June 30, 2001 and are
included on the Consolidated Balance Sheets in Accounts
Payable and Accrued Dividends. The Class A Preference
Shares does not have any voting rights. No further
dividends have been accrued since April 1, 2001. The
Company has not received audit confirmations for the
past two year-ends.
As part of the Amalgamation, Harrah's entered into the
"Registration and Preemptive Rights Agreement" under which,
among other things, Harrah's has the right to receive
additional shares of Common Stock at $.01 per share in order
to maintain their ownership percentage in the Company in the
event that the Class A Preference Shares held by BEA are
converted into Common Stock. The value of any such shares
of Common Stock issued to Harrah's will be accounted for
as an adjustment to the purchase price incurred in the
Amalgamation when and if such shares are issued.
On December 17, 1997, the Company issued 1,000 shares of
Series A Convertible Preference Shares of the Company's
Class B Preferred Stock to two investors for a total
consideration of $1,000,000. The Class B Series A
Preferred Shares are convertible into a number of
shares of Common Stock, determined by dividing the
stated value of $1,000 per share by the lesser of:
$3.2038 (the "Fixed Conversion Price") and a price
(the "Floating Conversion Price") calculated by (i)
determining the average of the three lowest closing bid
prices for the Common Stock during the thirty trading days
occurring immediately prior to, but not including, the
conversion date, and (ii) multiplying such average by 85%.
On July 24, 1998, the Company issued 2,000 shares of the
Class B Series A Preferred shares to the same investors
for an aggregate purchase price of $2,000,000. Dividends
are cumulative and may be paid, at the option of the
Company and with prior notice, in additional shares of
Common Stock at an annual dividend rate of 8%. Warrants
for the purchase of 185,152 shares of Common Stock were
issued in connection with the issuance of the Class B
Series A Preferred Shares. The warrants, which have an
exercise price of $3.2038, are exercisable beginning
June 17, 1998 and expired on December 17, 1999. The
original purchasers of the Company's Class B Series A
Preferred Shares converted 600 of the shares into Common Stock,
retained 120 shares, and sold the remaining 2,280 shares in
private sales. As of December 31, 1999, 680 shares were
converted into common stock. On January 8, 2001, 1,200 shares
were converted into common stock. On June 26, 2001, 1,600
shares were converted into common stock.
As of February 20, 1998, the Company sold 300 shares of
Class B Series B Convertible Preferred Stock at $1,000 per
share. The Class B Series B Convertible Preferred Shares
have the same dividend and conversion features as the
Class B Series A Preferred Shares. The investor also
received a warrant to purchase 18,515 shares of Common
Stock at a price of $3.2038 for 18 months. As of
September 30, 1999, 38 shares of the Series B Class B
shares had been converted into Common Stock and 262 shares
remained outstanding. On June 26, 2001, the 262 shares
were converted into common shares.
The Class B Preference Shares do not have any voting rights.
NOTE 5 - AGREEMENT REGARDING REDEMPTION OF PERFORMANCE SHARES
When the Company acquired the rights to the inflight gaming
software from Sky Games International, Inc. ("SGII") on
November 7, 1991, a portion of the consideration was
3,000,000 shares of Common Stock which, according to then
applicable requirements, were placed in escrow, to be
released on the basis of one share for each U.S. $1.78
of net cash flow generated from the assets over a ten-year
period (the "Performance Shares"). 2,000,000 of the
Performance Shares were issued to SGII (87% of the
outstanding stock of which was owned by James P. Grymyr,
formerly a director of the Company, and his wife) and
1,000,000 shares were issued to Anthony Clements, a director
of the Company. An additional 525,000 shares, which were
issued to Dr. Rex E. Fortescue, formerly a director of the
Company, are held in the escrow on the same terms and are
also included as Performance Shares. Each of Messrs.
Clements and Fortescue, as of April 30, 1997, agreed to
allow the Company to redeem and cancel the Performance
Shares when and if they are released from escrow for any
reason whatsoever (the "Redemption Agreement"). As
consideration for such agreement to tender the Performance
Shares for cancellation by the Company in the event they
are ever released from the escrow, the Company has
issued 508,333 shares of Common Stock, respectively.
SGII, as of April 30, 1997, also agreed that it would
tender the 2,000,000 Performance Shares, which it holds
for cancellation by the Company when and if such Performance
Shares are released from escrow for any reason whatsoever
(the "Redemption and Cancellation Agreement"). As
consideration of such agreement, in February 1997, the
Company expensed the outstanding balance of a note made
by SGII to the Company in the approximate amount of
$550,000 and issued to SGII 80,590 shares of Common Stock.
In the event the Performance Shares are not released prior
to six months after the end of the Company's financial year
ending in the year 2002, the Performance Shares will
automatically be canceled in accordance with the terms of
the escrow agreement.
As part of the agreements to allow the redemption and
cancellation of the Performance Shares, the holders of
the Performance Shares have issued an irrevocable proxy
to a bank which has agreed not to vote the Performance
Shares at any General Meeting of Shareholders or otherwise.
The irrevocable proxy and the agreement not to vote the
Performance Shares will terminate upon the cancellation
of the Performance Shares. The escrow agent is prohibited
from canceling the Performance Shares under the escrow
agreement.
Although the Performance Shares have no rights they are
still issued and outstanding, therefore they are included
in the per share calculations for all periods presented.
Effective December 31, 2000 they are considered
outstanding for financial statement purposes.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Recent Developments
On September 18, 2000, the Company held its Annual General
Meeting. There was unanimous approval for the corporate
name change. The new name of the Company is now "Creator
Capital Limited", effective September 27, 2000.
On January 5, 1999, the Company's Common Stock was delisted
from the Nasdaq SmallCap Market for failing to maintain a
bid price greater than or equal to $1.00 per share for the
prior thirty consecutive trading days. Maintenance of a
$1.00 stock price is required for continued listing of
the Company's Common Stock on the Nasdaq SmallCap Market.
The Common Stock currently trades through the OTC
Bulletin Board, which is a regulated quotation service
of the NASDAQ Stock Market, Inc.
Delisting of the Company's Common Stock from the Nasdaq
SmallCap Market placed the Company in default of certain
agreements related to the sale of the Class B Preference
Shares. A default requires the Company to redeem the
remaining outstanding Class B Preference Shares at 130%
of the stated value of the shares. The Company does not
currently have the resources to redeem such shares. The
Company is currently in default under its Registration
Rights Agreement with the holders of the Class B Preference
Shares.
Overview
Creator Capital Limited ("CCL" or the "Company"), formerly
known as Interactive Entertainment Limited ("IEL"), is a
Bermuda exempted company, which was incorporated on
January 28, 1981. The Company's activities had been
focused on providing inflight gaming software and services
by developing, implementing and operating a computer-based
interactive video entertainment system of gaming and other
entertainment activities on, but not limited to, the aircraft
of international commercial air carriers.
On November 12, 1998, the Company announced that it had been
unable to attract the additional capital necessary for
continued development of its Sky Games inflight gaming
business and that it had discontinued all operations
associated with the Sky Games product line. The Company
stated that it would refocus its business efforts to
concentrate exclusively on its non-gaming inflight Sky
Play PC games, customers and business. All employees
were terminated as of November 13, 1998.Those former
employees retained on a part-time contract basis to
assist with the management of Sky Play are no longer
so retained. Two former employees, through their
corporate entity, have been formally contracted to
attend to the Sky Play business. The discontinuation
of the Sky Games business has not had an adverse
impact on the Sky Play business.
On January 13, 1998, the Company completed the acquisition
of all the outstanding stock of Inflight Interactive Limited
("IIL") in exchange for 500,000 shares of the Company's
Common Stock. IIL is a U. K. developer and provider of
amusement games to the airline industry marketed under the
name Sky Play. Currently, Sky Play's games are operating
on 164 aircraft of a number of airlines, being Air China,
American Airlines, Cathay Pacific, Continental, Egyptair,
Emirates, Japan Airlines, Lauda Air and Malaysia Airlines.
On September 25, 2001, the Company announced an agreement with
Asset China Investments Ltd. of Hong Kong. In exchange for
1,500,000 common shares of the Company and $U.S. 200,000 of
capital investment, Creator shall acquire 80% of any and all
revenues generated by Asset China's investments and businesses
in the People's Republic of China and other Asian countries.
The Company shall provide its expertise in PC based gaming
venues. To date, the Company has forwarded $U.S. 108,000.
Results of Operations
Nine Months Ended September 30, 2001 and 2000
Revenue from operations for the nine months ended
September 30, 2001 was $451,055 compared to
$407,895 during the nine months ended September 30, 2000.
Revenue consisted of fees generated from the Sky Play
amusement games acquired with the purchase of IIL.
The increase in revenue reflects the increase in
number of aircrafts licensed to use the Company's software.
General and administrative expense decreased from $126,711
in the 2000 period to $114,773 in the 2001 period.
Consulting and outsourced labor costs have increased
from $51,793 to $86,268.
Depreciation and amortization expenses have decreased
by $222,486 from $663,595. The amortization out of the
goodwill, gaming and computer software contributed to this
drop.
Liquidity and Capital Resources
At September 30, 2001, the Company had a working capital
deficit of $701,089. The accruing preferred share
dividends payable substantially contributed to this
deficit. The Company had positive cash flow from operations
during the three months ended September 30, 2001. It has been
sufficient to provide the necessary funds for marketing,
for continued development of the Company's products but not
adequate to fund payment of the Company's dividend obligations
on outstanding preference shares. The Company has negotiated
a restructuring and reduction of certain amounts owed to two
of its largest creditors and to a deferred payment plan on
these obligations. It is current with these agreements.
Forward-Looking Information
This Form 10-Q contains forward-looking statements that
include among others, statements concerning the Company's
plans to implement its software products, commence generating
revenue from certain of its products, expectations as to
funding its capital requirements, the impact of competition,
future plans and strategies, statements which include the
words "believe," "expect," and "anticipate" and other
statements of expectations, beliefs, anticipated developments
and other matters that are not historical facts. These
statements reflect the Company's views with respect to such
matters. Management cautions the reader that these
forward-looking statements are subject to risks and
uncertainties that could cause actual events or results
to materially differ from those expressed or implied by
the statements.
Item 5. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT
DESCRIPTION
2.
Plan and Agreement of Merger and Amalgamation, dated as of
May 13, 1997, among the Company, SGI Holding Corporation
Limited, IEL and Harrah's Interactive Investment Company.
(Incorporated by reference to the same numbered exhibit to
the Registrant's Form 8-K as filed with the SEC on June 27,
1997.)
3.i(a)
Articles of Incorporation (Yukon Territory). (Incorporated by
reference to Exhibit 1.1 to the Registrant's Annual Report on
Form 20-F (File No. 0-22622) as filed with the SEC on
October 12, 1993.)
3.i(b)
Certificate of Continuance (Bermuda). (Incorporated by
reference to Exhibit 1.2 to the Registrant's Annual
Report on Form 20-F (File No. 0-22622) as filed with
the SEC on September 16, 1996.)
3.ii
Bye-Laws as amended. (Incorporated by reference to the
same numbered exhibit to the Registrant's Annual Report
on Form 10-K/A No. 2 as filed with the SEC on July 8,
1998.)
4.1
Escrow Agreement dated May 27, 1992, as amended, among
Montreal Trust Company of Canada, the Company and certain
shareholders. (Incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 20-F (File No. 0-
22622) as filed with the SEC on October 12, 1993.)
4.2
Redemption Agreement, dated as of February 25, 1997, between
the Company and Anthony Clements and Rex Fortescue.
(Incorporated by reference to Exhibit 3.12 to the Registrant's
Annual Report on Form 20-F (File No. 0-22622) as filed with
the SEC on September 12, 1997.)
4.3
Redemption and Cancellation Agreement, dated as of April 30,
1997, between the Company and Sky Games International, Inc.
(Incorporated by reference to Exhibit 3.13 to the Registrant's
Annual Report on Form 20-F (File No. 0-22622) as filed with
the SEC on September 12, 1997.)
4.4
Shareholder Rights Agreement, dated June 17, 1997, between
the Company and Harrah's Interactive Investment Company.
(Incorporated by reference to Exhibit 3.15 to the Registrant's
Annual Report on Form 20-F (File No. 0-22622) as filed with
the SEC on September 12, 1997.)
4.5
Registration and Preemptive Rights Agreement, dated June 17,
1997, between the Company and Harrah's Interactive Investment
Company. (Incorporated by reference to Exhibit 4(a) to the
Registrant's Form 8-K as filed with the SEC on June 27, 1997.)
4.6
Registration Rights Agreement, dated June 17, 1997, between
the Company and B/E Aerospace, Inc. (Incorporated by reference
to Exhibit 4(b) to the Registrant's Form 8-K
as filed with the SEC on June 27, 1997.)
4.7
Subscription Agreement, dated as of October 22, 1997, between
the Company and Henderson International Investments Limited.
(Incorporated by reference to Exhibit 3.22 to the Registrant's
Quarterly Report on Form 10-Q/A No. 1 as filed with the SEC
on July 8, 1998.)
4.8
Subscription Agreement, dated as of October 22, 1997,
between the Company and Michael A. Irwin. (Incorporated
by reference to Exhibit 3.23 to the Registrant's
Quarterly Report on Form 10-Q/A as filed with the
SEC on July 8, 1998.)
4.9
First Amendment to Registration and Preemptive Rights
Agreement dated March 18, 1998 between the Company
and Harrah's Interactive Investment Company. (Incorporated
by reference to Exhibit 99.22 to the Registrant's Amended
Registration Statement on Form S-3 as filed with the SEC
on July 15, 1998.)
4.10
First Amendment to Subscription Agreement between the
Company and Henderson International Investments Limited
dated as of April 2, 1998. (Incorporated by reference
to Exhibit 99.23 to the Registrant's Amended Registration
Statement on Form S-3 as filed with the SEC on July 15, 1998.)
4.11
Securities Purchase Agreement between the Company and
each of Marshall Capital Management, Inc. (formerly
Proprietary Convertible Investment Group, Inc.) and CC
Investments, LDC dated as of December 17, 1997.
(Incorporated by reference to Exhibit 99 to the Registrant's
Form 8-K as filed with the SEC on December 24, 1997.)
4.12
Registration Rights Agreement between the Company and
each of Marshall Capital Management, Inc. (formerly
Proprietary Convertible Investment Group, Inc.) and CC
Investments, LDC dated as of December 17, 1997
(Incorporated by reference to Exhibit 4(c) to the
Registrant's Form 8-K as filed with the SEC on December
24, 1997.)
4.13
Securities Purchase Agreement between the Company
and Palisades Holding, Inc. dated February 20, 1998.
(Incorporated by reference to Exhibit 99.6 to the
Registrant's Amended Registration Statement on
Form S-3 as filed with the SEC on July 15, 1998.)
4.14
Registration Rights Agreement between the Company and
Palisades Holding, Inc. dated February 20, 1998.
(Incorporated by reference to Exhibit 99.5 to the
Registrant's Amended Registration Statement on Form S-3
as filed with the SEC on July 15, 1998.)
4.15
Securities Agreement between the Company and B/E
Aerospace, Inc. dated June 25, 1998. (Incorporated
by reference to Exhibit 99.1 to the Registrant's
Form 8-K filed with the SEC on July 2, 1998.)
10.5*
Services Agreement, dated as of November 7, 1995,
between IEL and Singapore Airlines Limited.
(Incorporated by reference to Exhibit 3.9 to the
Registrant's Annual Report on Form 20-F (File No. 0-22622)
as filed with the SEC on September 16, 1996.)
10.6*
Software License and Software Services Agreement, dated as
of November 7, 1995, between IEL and Singapore Airlines
Limited. (Incorporated by reference to Exhibit 3.10
to the Registrant's Annual Report on Form 20-F
(File No. 0-22622) as filed with the SEC on September 16, 1996.)
10.7
Sublease Agreement dated as of June 5, 1997, between IEL
and Harrah's Operating Company, Inc. (Incorporated by
reference to Exhibit 3.11 to the Registrant's Annual
Report on Form 20-F (File No. 0-22622) as filed with
the SEC on September 12, 1997.)
10.8
Consulting Agreement, dated as of April 30, 1997, between
the Company and James P. Grymyr. (Incorporated by
reference to Exhibit 3.14 to the Registrant's Annual
Report on Form 20-F (file No. 0-22622) as filed with the
SEC on September 12, 1997.)
10.9*
Software License Agreement, dated June 17, 1997, between
the Company and Harrah's Interactive Investment
Company. (Incorporated by reference to Exhibit 3.16 to
the Registrant's Annual Report on Form 20-F (File No.
0-22622) as filed with the SEC on September 12, 1997.)
10.10
Continuing Services Agreement, dated June 17, 1997, between
the Company and Harrah's Interactive Entertainment Company.
(Incorporated by reference to Exhibit 3.17 to the Registrant's
Annual Report on Form 20-F (File No. 0-22622) as filed with
the SEC on September 12, 1997.)
10.11
Termination Agreement and Release, dated as of June 17,
1997, among the Company, SGI Holding Corporation
Limited, IEL, Harrah's Interactive Investment
Company, and Harrah's Interactive Entertainment Company.
(Incorporated by reference to Exhibit 3.21 to the
Registrant's Annual Report on Form 20-F (File No. 0-
22622 as filed with the SEC on September 12, 1997.)
27**
Financial Data Schedule.
* Confidential treatment has been granted.
** Submitted herewith.
Signature
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has dulycaused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
CREATOR CAPITAL LIMITED
November 15, 2001 BY:
"Deborah Fortescue-Merrin"
President
Creator Capital Limited
September 30, 2001 10-Q Page 4