They are doing the same thing except under the name Country World. My opinion is: the scam continues! Check out the last paragraph if there was every any doubt.
Since the Company's purchase of the Black Hawk Property in August 1993,
the Company's activities have focused on obtaining the necessary financing and
making preparations for construction of the casino on the Property. In July
1997, the Company signed a financing agreement with U2 Consulting, LLC., an
affiliate of Pacific Genesis, Inc. and Western Equities, Inc., to raise $79.5
million through the issuance of corporate bonds. The parties had 180 days to
provide for the financing, were unable to complete same and said agreement
with U2 Consulting was terminated in December 1997.
In January 1998, the Company again began the process of acquiring
financing. After much discussion and many contacts with a wide range of
financing groups, the Company has entered into three separate agreements to
provide the necessary financing, of which all terminated during the first half
of 1999. In June 1999, the Company signed a Letter of Intent with Beverly
Hillbillies Gaming Company Inc. and Beverly Hillbillies Gaming Entertainment
LLC to enter into a joint venture to finalize development of and finance its
Black Hawk, Colorado Casino and Hotel project.
The new entity will be titled, "Jethro's Beverly Hillbillies Mansion and
Casino", and will be redesigned around the characters, settings, events and
theme of the 1960's and '70's television sitcom, The Beverly Hillbillies.
Max Baer, Jr., the founder and chairman of Beverly Hillbillies Gaming
Entertainment, LLC successfully secured the exclusive master licenses from CBS
and Viacom, Inc. to exploit the Beverly Hillbillies theme in connection with
gaming and other entertainment venues. Mr. Baer, who is best known for his
portrayal of "Jethro Bodine" during the nine year run of the television
series, is also planning a facility in Reno.
Under the terms of the joint venture, named "Jethro's Black Hawk, LLC,"
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the parties will enter into an operating agreement with each party's
participation to be established and set forth in accordance with an equity
ownership formula. Beverly Hillbillies Gaming Entertainment, LLC will provide
management services for the facility.
Financing, financial advisory services and placement agent services will
be provided by Westwood Capital, LLC of New York City, New York who is an
investment banking firm specializing in structured debt financing and merger
and acquisition transactions for companies in the financial services and real
estate industries. Additionally, Westwood Capital provides project and
corporate financing for companies in the gaming and hospitality industries.
During September 1999, the Company is completing final review of an
Admission and Operating Agreement securing the commitment of all parties to
bring the project to fruition. Under the aforementioned agreements' terms,
Jethro's Black Hawk, LLC will assume all existing secured indebtedness of the
Company, begin making the required interest payments as of September 30, 1999,
and make full payment of all such indebtedness by March 31, 2000.
All parties acknowledge their responsibility to be approved by the
Colorado Gaming Commission and will proceed to do so prior to project
completion.
It is anticipated that construction will begin in early 2000 with an
opening set for early 2001.
Although the Company is confident in the abilities of all parties to
provide financing and accomplish all the above mentioned goals, there can be
no assurance that any of these items will be provided or completed immediately
or in the future.
Black Hawk is a picturesque mountain town approximately 40 miles west of
Denver. In the past year, July 1998 through June 1999, Black Hawk hosted
approximately 3 million visitors and generated over 60% of the state's gaming
revenues. The Hotel Casino, on the northern most end of the Black Hawk gaming
district, will be in a most highly visible location as it is in a direct line
of site to all visitors approaching Black Hawk's Gregory Street intersection
on State Highway 119. The Black Hawk and nearby Central City casino market
includes many small, privately held gaming facilities that the Company
believes offer limited amenities and are characterized by a shortage of
convenient on-site parking. There are a few large facilities currently
operating with varying levels of services and amenities, as well as new
facilities planned. The theme, hospitality, ample parking, modern hotel
accommodations and a full line of amenities, will set it apart from, and
should give it a competitive advantage over, the other casinos in the Black
Hawk/Central City market.
The Hotel Casino complex will be designed and constructed pursuant to a
guaranteed maximum price agreement which is to be finalized prior to
construction. The design and construction team consists of Semple Brown
Roberts, P.C., a Denver based architectural firm (the "Architect") and PCL
Construction Services, Inc., a multi-million dollar North American
construction firm with U.S. headquarters located in Denver. The Architect is
the designer of Fitzgerald's Casino in Black Hawk, while the Contractor's
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gaming credits include the MGM Grand Hotel Casino and Stratosphere Tower in
Las Vegas, Nevada, as well as the Chinook Winds Gaming and Convention Center
in Lincoln City, Oregon.LIQUIDITY & CAPITAL RESOURCES
In March 1996, the Company borrowed $5 million from Kennedy Funding,
Inc. The Company issued a Promissory Note effective May 20, 1996 payable at
the rate of 15% per annum until May 19, 1997 (the "First Year Interest
Obligation") and at a rate of 24% per annum thereafter. Payments of principal
and interest are payable as follows: (a) the First Year Interest Obligation
was prepaid at closing; (b) commencing on May 19, 1997 and for each month
thereafter, the Company is to make interest only payments, in advance, in the
amount of 2% of the then existing principal balance due under the Note; and
(c) the entire outstanding principal balance, together with all accrued and
unpaid interest, if not previously paid, shall be finally due and payable on
May 19, 1999. Such loan has been extended by its assignee, pending completion
of the newest financing effort. The holder of the Note may accelerate the due
date for the entire balance of principal, interest and other sums due upon
maturity in the event of default under the Note. The default rate of interest
is 24% during the first loan year and 36% thereafter. The Note is secured by
a first deed of trust on the Property.
In May 1997, the Company issued a promissory note and second deed of
trust on the property to Norlar, Inc. for a maximum of $600,000 (First Norlar
Note), or so much thereof as may have been advanced by maker, for payments due
on the Kennedy loan and for general corporate purposes. As of June 1999, the
Company owed $600,000 on the First Norlar Note. In October 1997, the Company
issued a second promissory note (Second Norlar Note) and a fourth deed of
trust on the property to Norlar, Inc., again for a maximum of $600,000. As of
June 1999, the Company owed $600,000 on the Second Norlar Note. In April
1998, the Company issued a third promissory note (Third Norlar Note) and fifth
deed of trust on the property to Norlar, Inc. again for a maximum of
$600,000. As of June 1999, the Company owed $600,000 on the Third Norlar
Note. In August 1998, the Company issued a fourth promissory note (Fourth
Norlar Note) and sixth deed of trust on the property to Norlar, Inc. again for
$600,000. As of June 1999, the Company owed $600,000 on the Fourth Norlar
note. In January 1999, the Company issued a Fifth Promissory Note (Fifth
Norlar Note) and seventh deed of trust on the property to Norlar, Inc., again
for $600,000. As of June 1999, the Company owed $600,000 of the Fifth Norlar
Note. In July 1999, the Company issued a sixth promissory note (Sixth Norlar
Note) and eighth deed of trust on the property to Norlar, Inc. for
$1,000,000. As of September 1999, the Company owed approximately $700,000 of
the Sixth Norlar Note. In addition, for each $100,000 Norlar, Inc. has loaned
to the Company, it has authorized the issuance of 500,000 warrants to purchase
shares of common stock at $0.20 per share. Norlar, Inc. is a closely-held
corporation beneficially owned by Larry Berman and his wife. Mr. Berman is
Chairman and Chief Executive Officer of the Company. The loans bear interest
at 12% per annum and is to be repaid upon the earlier of the sale of the
property, refinance of the property or the financing of the project.
In September and October of 1997, PCL Construction Services, Inc.
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advanced the Company $998,000 to begin the development and design process in
advance of funding. As of June 1999, the Company owes PCL Construction
approximately $1,200,000, including interest.
In July 1998, the Company settled an ongoing dispute with New Allied
Development Corporation with regard to a piece of property outside the gaming
district in Black Hawk, Colorado. Title to such property was returned to New
Allied, therefore reducing the Company's debt by $750,000, plus applicable
taxes due.
In October 1998, the Company converted $250,000 of debt to the Company's
officers into Series B Preferred stock. RESULTS OF OPERATIONS
The Company has had no revenues from operations. The Company continues
to incur losses of approximately $100,000 per month to service the debt of the
Kennedy Loan and other ongoing obligations such as rent and utilities for the
Company's corporate office. This loss of $1,143,455 in the fiscal year ended
June 30, 1999 compares to a loss of operations of $1,238,679 for the year
ended June 30, 1998. The ability of the Company to achieve revenues in the
future will be dependent upon realization of its plans to develop a gaming and
hotel complex on the property. |
