U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to
Commission file number: 33-5516-LA
Western Gaming Corporation
(Name of small business issuer in its charter)
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Nevada |
88-0219239 |
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(State or other jurisdiction of |
(I.R.S. Employer |
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incorporation or organization) |
Identification No.) |
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1515 E. Tropicana Ave, #140, Las Vegas, Nevada |
89119 |
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(Address of principal executive offices) |
(Zip Code) |
Issuer's telephone number: (702) 795-3601
Beeper Plus, Inc.
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] No [X ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of March 31, 2004, there were 4,808,135 $.01 par value shares.
WESTERN GAMING CORPORATION.
FORM 10-Q
PART I--FINANCIAL INFORMATION
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Page |
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Management's Discussion and Analysis of Financial Condition and results of Operations. |
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PART II--OTHER INFORMATION
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PART I--FINANCIAL INFORMATION
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ITEM 1. |
Financial Statements. |
WESTERN GAMING CORPORATION.
(UNAUDITED)
CONDENSED FINANCIAL STATEMENTS
March 31, 2004
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Page |
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WESTERN GAMING CORPORATION (FKA BEEPER PLUS, INC.)
BALANCE SHEETS (Unaudited)
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March 31, |
June 30, |
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2004 |
2003 |
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ASSETS |
(Unaudited) |
(Audited) | |||
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Current Assets |
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Cash |
$ 119 |
$ 620 | |||
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Total Assets |
$ 119 |
$ 620 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
|||||
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Accounts payable and accrued expenses |
$ 52,945 |
$ 32,682 |
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Accrued compensation and related taxes |
100,483 |
100,483 |
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Notes payable, current portion |
76,500 |
79,500 |
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Total current liabilities |
229,928 |
212,665 |
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Stockholders' Deficit |
|||||
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Preferred stock, $0.001 par value, 20,000,000 |
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shares authorized, none issued and outstanding |
- |
- |
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Common stock, $0.001 par value, 80,000,000 |
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shares authorized, 4,808,135 shares issued and outstanding |
4,808 |
4,808 |
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Paid-in capital |
1,008,431 |
1,008,431 |
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Accumulated deficit |
(1,239,679) |
(1,221,915) |
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(226,440) |
(208,676) |
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Less: treasury stock, at cost |
(3,369) |
(3,369) |
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Total stockholders' deficit |
(229,809) |
(212,045) |
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Total Liabilities and Stockholders' Deficit |
$ 119 |
$ 620 |
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See notes to the financial statements
F-1
WESTERN GAMING CORPORATION (FKA BEEPER PLUS, INC.)
STATEMENTS OF OPERATIONS (Unaudited)
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For Three Months ended |
For Nine Months ended |
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March 31, |
March 31, |
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2004 |
2003 |
2004 |
2003 |
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Revenue |
$ - |
$ - |
$ - |
$ - | ||||
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Selling, general and administrative expenses |
5,226 |
1,813 |
17,233 |
11,822 |
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Operating (loss) |
(5,226) |
(1,813) |
(17,233) |
(11,822) |
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Other Income (Expenses) |
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Interest and miscellanous income |
181 |
7,692 |
233 |
7,692 |
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Interest expenses |
(255) |
(219) |
(765) |
(639) |
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(74) |
7,473 |
(532) |
7,053 |
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Net income (loss) |
$ (5,300) |
$ 5,660 |
$ (17,765) |
$ (4,769) |
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Loss per share-basic and diluted |
$ (0.00) |
$ (0.00) |
$ (0.00) |
$ (0.00) |
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Weighted Average Number of Shares |
4,808,135 |
4,808,135 |
4,808,135 |
4,808,135 |
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See notes to the financial statements
F-2
WESTERN GAMING CORPORATION (FKA BEEPER PLUS, INC.)
STATEMENTS OF CASH FLOWS (Unaudited)
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For nine months ended March 31, |
2004 |
2003 |
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Cash Flow From Operating Activities: |
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Net (loss) |
$ (17,765) |
$ (4,769) |
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Adjustments to reconcile net (loss) to net cash (used in) operations: |
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Increase (decrease) in accounts payable and accrued expenses |
20,264 |
(7,536) |
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Cash flows provided by (used in) operating activities |
2,499 |
(12,305) |
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Cash Flow From Investing Activities: |
- |
- |
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Cash Flow From Financing Activities: |
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Advanced by (Repayment of) notes payable |
(3,000) |
900 |
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Cash flows provided by (used in) financing activities |
(3,000) |
900 |
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Net (decrease) in cash |
(501) |
(11,405) |
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Cash at beginning of period |
620 |
11,694 |
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Cash at end of period |
$ 119 |
$ 289 |
See notes to the financial statements
F-3
WESTERN GAMING CORPORATION (FKA BEEPER PLUS, INC.)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
NOTE 1-NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business Beeper Plus, Inc. (the "Company") historically disseminated sports and news information directly to customers nationwide through hand held pagers by utilizing contracted paging services. The Company also utilized independent distributors to provide information to clients within the United States. In April 2001, the Company sold its business to a vendor and was not operating since then.
The Company is currently seeking to form a joint venture to own and operate a 40-room hotel and approximately 80 acres of beachfront property in LaPaz of Mexico. As of September 10, 2004, the project is still open.
A summary of significant accounting policies follows.
Presentation of Interim Information: The financial information at March 31, 2004 and for the three and nine months ended March 31, 2004 and 2003 are unaudited but includes all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial information set forth herein, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the instructions to Form 10-Q. Accordingly, such information does not include all of the information and footnotes required by U.S. GAAP for annual financial statements. For further information, refer to the Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2003.
The results for the three and nine months ended March 31, 2004 may not be indicative of results for the year ending June 30, 2004 or any future periods.
Extinguishments of Liabilities: The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", a replacement of SFAS No. 125, which provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. SFAS No. 140 requires that a liability be derecognized if and only if either (a) the debtor pays the creditor and is relieved of its obligation for the liability or (b) the debtor is legally released from being the primary obligor under the liability either judicially or by the creditor. Therefore, a liability is not considered extinguished by an in-substance defeasance.
NOTE 2-CONTINUING OPERATIONS
The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Presently, the Company is not operating and expects no funds will be generated from operations in the near future. As a result, the Company expects to continue to incur operating losses and may not have enough money to grow its business in the future. The Company can give no assurance that it will achieve profitability or be capable of sustaining profitable operations. As a result, operations in the near future are expected to continue to use working capital.
F-4
WESTERN GAMING CORPORATION (FKA BEEPER PLUS, INC.)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
NOTE 3-EXTINGUISHMENT OF DEBT
In March 2003, the Company extinguished an account payable of $7,692 which was included in other income. None for 2004.
NOTE 4-NET INCOME (LOSS) PER SHARE
As the Company incurred net income (losses) for the three and nine months ended March 31, 2004 and 2003, the effect of dilutive stock options totaling 1.2 million has been excluded from the calculation of diluted net loss per share because it was anti-dilutive. However, these options could be dilutive in the future.
The following table sets forth the computation of basic and diluted net loss per share:
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Three Months ended |
Nine Months ended |
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March 31, |
March 31, |
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2004 |
2003 |
2004 |
2003 |
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Numerator: |
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Net income (loss) |
$ (5,300) |
$ 5,660 |
$ (17,765) |
$ (4,769) |
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Denominator: |
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Weighted average number of shares |
4,808,135 |
4,808,135 |
4,808,135 |
4,808,135 |
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Net income (loss) per share-basic and diluted |
$ (0.00) |
$ (0.00) |
$ (0.00) |
$ (0.00) |
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NOTE 5-STOCKHOLDERS EQUITY
On October 14, 2003, the Company changed its name to Western Gaming Corporation. The board of Directors approved to increase the authorized shares of common stock to eighty million (80,000,000) and the authorized shares of preferred stock to twenty million (20,000,000). Both have a par value of $0.001 per share. As of March 31, 2004, the Company did not have any preferred stock issued and outstanding. The accompanying financial statements have been retroactively adjusted to reflect the change of par value from $0.01 to $0.001.
NOTE 6-SEGMENT INFORMATION
SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" requires that a publicly traded company must disclose information about its operating segments when it presents a complete set of financial statements. Since the Company currently has no operations; accordingly, detailed information of the reportable segment is not presented.
F-5
WESTERN GAMING CORPORATION (FKA BEEPER PLUS, INC.)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
NOTE 7-GUARANTEES
The Company from time to time enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily relate to: (i) divestiture agreements, under which the Company may provide customary indemnifications to purchasers of the Company's businesses or assets; and (ii) certain agreements with the Company's officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising our of their employment relationship.
The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on its balance sheet as of March 31, 2004.
F-6
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ITEM 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations. |
Forward-Looking Information-General
This report contains a number of forward-looking statements, which reflect Western Gaming Corporation's ("the Company" or "Western Gaming") current views with respect to future events and financial performance including statements regarding Western Gaming's projections, and the sports paging industry. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates", "believes", "expects", "intends", "future", "plans", "targets" and similar expressions identify forward-looking statements. Readers are cautioned to not place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof Western Gaming undertakes no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that may arise after the date hereof. Additionally, these statements are based on ce rtain assumptions that may prove to be erroneous and are subject to certain risks including, but not limited to, Western Gaming's dependence on limited cash resources, and its dependence on certain key personnel within Western Gaming.
Results of Operations
Pursuant to a Purchase and Sale transaction, effective as of April 1, 2001, the Company sold its paging business known as The Sports Page and Score Page to BeepMe, a third party vendor and creditor of the Company. As a consequence of the sale of its paging business, the Company ceased business operations in the paging business and is currently seeking new business opportunities through acquisitions or a merger.
The Company historically generated operating revenues by the dissemination of sports and news information through the utilization of contracted paging services directly to customers nationwide, including Hawaii, Alaska and the Caribbean, through a hand-held alpha-numeric pagers called The Sports Page and The Front Page. The Company also utilized independent distributors to provide The Sports Page to clients in two locations throughout the United States. The distributors in each territory entered into Distribution Agreements, which provided that a percentage or minimum as per their contract of gross revenues earned by the distributor was paid to the Company. Also pursuant to the Agreement, the distributor was typically required to pay the Company a minimum monthly fee; thus, the Company was attempting to ensure minimum monthly revenue for the Company.
For the quarter ended March 31, 2004, Western Gaming generated $0.00 revenues, as compared to $0.00 for the quarter ended March 31, 2003. This lack of the generation of revenues by Western Gaming was in fact due to Western Gaming's sale of its paging business and services, which was its only revenue generating source and it has not as yet developed any revenue source or completed a merger or acquisition of an ongoing operation.
The following tables set forth selected information from the Statements of Operations for the three month periods ended March 31, 2004 and 2003 (Unaudited), and Balance Sheets as of June 30, 2003 (Audited) and three month period ending March 21, 2004 (Unaudited).
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Selected Statement of Operations Information
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For the Three Month Periods Ended |
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March |
March |
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31, 2004 |
31, 2003 |
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(Unaudited) |
(Unaudited) |
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Total Revenue |
$ -0- |
$ -0- |
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Total Expenses |
5,226 |
1,813 |
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Income (Loss) from Operations |
(5,226) |
(1,813) |
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Total Other Income (Expenses) |
(74) |
7,473 |
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Net Income (Loss) |
$ (5,300) |
$ 5,660 |
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Selected Balance Sheet Information
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As of |
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March |
June |
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31, 2004 |
30, 2003 |
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(Unaudited) |
(Audited) |
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Total Assets |
$ 119 |
$ 620 |
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Total Liabilities |
229,928 |
212,665 |
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Accumulated deficit |
(1,239,679) |
(1,221,915) |
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Total stockholders' Deficit |
$ (229,809) |
$ (212,045) |
Operating expenses were $5,226 for the three months ended March 31, 2004 and $1,813 for March 31, 2003, representing a increase in operating expenses of $3,413 or approximately 188%. This increase was a result of Western Gaming's efforts to develop a source of revenues or determine a potential merger or acquisition candidate after the sale of its paging business and services.
Net loss from operations for the three months ended March 31, 2004, at $5,300 compared to a net income of $5,660 at March 31, 2003. Western Gaming did not generate any revenues in either three month period ending March 31, 2004 or March 31, 2003. This decrease in net income was a result of Western Gaming's retirement of a $7,692 account payable in the three-month period ended March 31, 2003. As a consequence interest and miscellaneous income of $7,692 at the period ending March 31, 2003 compared to $181 at the period ending March 31, 2004, represented a substantial decrease.
Due to Western Gaming's sale of its paging business in April of 2001, Western Gaming at this time does not offer any products for sale or offer any services; therefore, Beeper incurred no cost of sales or services for the periods ended March 31, 2004, or March 31, 2003.
Liquidity and Capital Resources
For the three-month unaudited period ending March 31, 2003, the Company had $119 in cash and cash equivalents, as compared to $620 for the audited period ending June 30, 2003.
Cash flows provided by operating activities for the nine-months ended March 31, 2004, was $2,499 as compared to using net cash of $12,305 for the nine-months ended March 31, 2003. This substantial increase was a result of Beeper's increase in accounts payable and accrued expenses to $20,264 in the nine-month period ending March 31, 2004, as compared to a decrease of $7,536 in the nine-month period ending March 31, 2003.
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Cash flows provided by investing activities for the nine months ended March 31, 2004, was $0.00 as compared to $0.00 for the nine months ended March 31, 2003. Western Gaming did not undertake any endeavors to raise capital during the nine-month period ending March 31, 2004.
Cash flows used in financing activities for the nine months ended March 31, 2004, was $3,000 as a result of the repayment of notes payable, compared to providing $900 for the nine months ended March 31, 2003. Western Gaming did not undertake any other ventures in the nine months ended March 31, 2004.
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ITEM 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Not Applicable
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ITEM 4. |
Controls and Procedures |
(a) Evaluation of Disclosure Controls & Procedures.
Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company's principal executive officer and principal financial officer have carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon this evaluation, the principal executive officer and principal financial officer have concluded the Company's disclosure controls and procedures are effective in timely informing them of material information relating to the Company required to be disclosed in its reports under the Securities Exchange Act of 1934.
(b) Changes in Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting during the Company's fiscal quarter covered by this Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II--OTHER INFORMATION
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ITEM 1. |
Legal Proceedings. |
The Company has no legal proceedings in effect.
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ITEM 2. |
Changes in Securities. |
There have been no changes in securities during this reporting period.
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ITEM 3. |
Defaults Upon Senior Securities. |
The Company has incurred no defaults upon senior securities during this reporting period.
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ITEM 4. |
Submission of Matters to a Vote of Security Holders. |
There were no matters submitted to a vote of security holders during this reporting period.
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ITEM 5. |
Other Information. |
None.
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ITEM 6. |
Exhibits and Reports on Form 8-K. |
(a) Exhibits
Exhibit 31.1 Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of Secretary/Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification of Secretary/Treasurer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with 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 hereunto duly authorized.
Western Gaming Corporation
(Registrant)
/s/Frank DeRenzo
(Signature)
Frank DeRenzo/President
Name/Title (print)
Date: October 4, 2004
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