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Non-Tech : LVEN:NASDAQ--Las Vegas Entertainment Inc. -- Ignore unavailable to you. Want to Upgrade?


To: EL KABONG!!! who wrote (83)10/17/1999 7:24:00 AM
From: tonto  Read Replies (2) | Respond to of 228
 
Some comments from their filings:

The Life Extension Program will prevent people from getting sick, and therefore will reduce the cost of medical treatments by preventing diseases.

PREVENT...WOW. What a great mining company.

CONSOLIDATED BALANCE SHEETS
December 31, 1998 and December 31, 1997

December 31, December 31,
1997 1998

ASSETS

Cash on Hand (Note 16) 3,358 1,649
Cash in Bank (Note 16) 3,045,351 4,447,136

Marketable Securities (Note 2) 27,317,000 1,122,300,816 (NICE JUMP HERE)

Accounts Receivable (Note 16) 156,165 161,381

Total Current Assets (Note 16) 30,519,874 1,126,910,982

Proven Reserves (Note 6)
Gold 2,032,380,000 2,051,000,000
Less cost of mining (note 17) - 616,000,000 - 616,000,000
Net Gold Reserves 1,416,380,000 1,435,000,000

Silver 112,955,000 91,580,000
Less cost of mining (Note 17) - 1,672,000 - 1,672,000
Net Silver Reserves 111,283,000 89,908,000


Provision for bad debts (Note 16) 260,761 162,618

Rental Receivables past due (Note 16) 24,843,000 20,327,000

Total long time investments and 17,084,000 20,214,000
receivables (Note 16)

FIXED ASSETS

Fixed Assets - Cost (Note 16) 100,894 115,311
Less acumulated depreciation - 95,612 - 98,099
Fixed Assets net value 5,282 17,212

OTHER ASSETS

Deferred Taxes Debit (Note 16) 93,253 93,253
Unamortized Exchange Loss (Note 16) 445,578 503,833
Total Other Assets (Note 16) 488,819 547,086

TOTAL ASSETS 1,555,541,925 2,672,379,898

2.

LIABILITIES AND STOCKHOLDERS' EQUITY

OTHER LIABILITIES

Total Liabilities (Note 16) 28,284,000 34,214,00

STOCKHOLDERS' EQUITY

Common stock, Class "A" $0.003 par 271,000 271,000
value Authorized shares-500,000,000
Issued and outstanding-90,250,877
in 1997; 90,250,877 in 1998

Common stock, Class "B" no par value, 5,266,960 5,266,960
with a stated value of $1.00 per share.
Authorized shares-50,000,000 in 1997
and 1998; Issued and outstanding
5,266,960 in 1997 and 1998

Capital Surplus (Note 16) 16,432,066 16,432,066

Reserve Fund (Note 16) 1,965,190 2,089,929

Enterprise Expansion Fund (Note 16) 202,196 202,196

Retained Earnings (Loss) (Note 16) (9,879,971) (1,439,715)

Total Stockholders' Equity 1,493,240,592 2,612,464,060
(Note 14)


Total Liabilities and Stockholders 1,555,541,975 2,672,379,898
equity

See accompanying notes to Financial Statements.



3.

INCOME STATEMENT
For the years 1998 and 1997

1997 1998

Operating Revenue (Note 16) $ .00 $ .00

Operating Expenses (Note 16) 2,014,785 1,710,829

Included interest expenses .00 .00

Gross Operating Profits .00 .00

Less General and Administrative 5,830,510 2,633,262
Services (Note 16)

Operating Profit (loss) (Note 16) - 7,845,295 - 4,344,091

TOTAL PROFIT (loss) (Note 16) - 7,845,295 - 4,344,091

NET INCOME (loss) (Note 16) - 7,845,295 - 4,344,091

PER SHARE INCOME (loss) (Note 16) -$ .087 -$ .048

See accompanying notes to Financial Statements



4.


COUNTRYLAND WELLNESS INTERNET NETWORK TRUST

NOTES TO FINANCIAL STATEMENTS
December 31, 1998


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES:
Description of Business - The Company was engaged in the mining
development industry. Since October 22, 1974. the Company has owned and
operated thirty-nine (39) mines and one (1) mill site at Quincy, Plumas County,
California, and was engaged in the exploration of said mines for the production
of precious metal like gold and silver. The Company is not now conducting any
mining operations, and has no plan to re-open mining operations. The Company
has applied for a license in Las Vegas, Nevada to operate a hotel and casino
and conduct Life Extension programs.


(SO THE COMPANY HAS $2,000,000,000 worth of equity in reserves and no plans to mine them. Instead their plan is to conduct Life Extension Programs...)

Currency Transactions - There are no assets and liabilities of
operations outside the United States which need to be translated into U. S.
dollars using exchange rates.

Development Costs - The Company will not capitalize property taxes
on its mining properties until the mines are ready for operation and
development.

2. MARKETABLE SECURITIES
Negotiable Warehouse Receipt No. 929 issued by Grand American Bank Trust dated
December 9, 1998, with a value of $22,300,816; and eleven Bank Guarantees No.
BG 1730/KB/98, BG 1734/KB/98, BG 1736/KB/98, BG 1777/KB/98, BG 1732/KB/98,
BG 1735/KB/98, BG 1737/KB/98, BG 1739/KB/98, BG 1775/KB/98, BG 1779/KB/98, and
BG 1778/KB/98, each in the amount of US $100,000,000.00, issued by PT Bank
Negara Indonesia (Persero) Tbk. Head Office, Treasury Division, Jakarta,
Indonesia.



3. DEFERRED CHARGES AND OTHER ASSETS
This consists of: In Thousand Dollars
Deferred Mining Exploration Costs $ 3,253
Deferred mining exploration costs were incurred in prior
years with the amounts being estimated based on the
prevailing costs of mining exploration at that time due
to the absence of supporting documentation.
On April 13, 1996, the Company issued shares of stock
valued at $3,252,669 to pay for its obligation arising
therefrom.

5.

Deferred Operating Expenses 1,479
related to additional sale of Common Class A shares

Prior years expenses 81

Total Operating Expenses 1,560

Total Deferred Charges and Other Assets $ 4,813


4. DEFERRED MINING EXPLORATION COSTS
Deferred mining exploration costs were incurred in prior years with
the amounts being estimated based on the prevailing costs of mining exploration
at that time due to the absence of supporting documentation. In On April 13,
1996, the Company issued shares of stocks valued at $3,252,669 to pay for its
obligation arising therefrom.

5. RELATED PARTY TRANSACTIONS
Grand American Bank Trust (GABT) owns approximately 60% of the
Company's Class "A" common stock as of December 31, 1998.

6. PROVEN GOLD AND SILVER RESERVES
The process of estimating mineral reserves is very complex, requiring
significant subjective decision in the evaluation of available geological,
engineering, and economic data for each reserve. The data for a given reserve
may change substantially over time as a result of additional development
activity, production under varying economic conditions, etc.

Consequently, material revision to the existing reserve estimates
may occur in the future. Although, every reasonable effort was made to ensure
that the reserve estimates reported represent the most accurate assessment
possible, the significance of the subjective decision required, the variances in
the available data for various reserves, make these estimates generally less
precise than other estimates in connection with financial disclosure. Proven
reserves are estimated quantities of gold and silver which geological and
engineering data demonstrate, with reasonable certainty, to be recoverable in
future years from known reserves under existing economic and operating
conditions.

Stickel and Associates, independent consultants in applied geology,
geophysics and engineering, has estimated 7,000,000 troy ounces of gold and
19,000,000 troy ounces of silver. The values of these reserves based on average
market prices as of December 31, 1998 and December 31, 1997 are as follows:

6.

12-31 -98 12-31-97
(Dollars in Thousands)

Gold (7,000,000 troy ounces)
@$290.34/troy ounce $2,032,380
@$293/troy ounce $2,051,000

Silver (19,000,000 troy ounces)
@$5.945/troy ounce 112,955
@$4.82/troy ounce 91,580

TOTAL $2,142,580 $2,145,335

7. STOCKHOLDERS' EQUITY:
The Company is authorized to issue 50,000,000 shares of no par value
Class "B" shares. The Company gave authority to its Board of Directors to issue
such Class ;'B" stock in one or more series, and to fix the number of shares in
each series, and all designations, relative rights, preferences and limitations
of the stock issued in each series. As of April 13, 1994, the Board of
Directors had exercised the authority granted.

8. CONTINGENCIES:
The Company is not involved in any legal proceeding which is
considered to be ordinary routine litigation incident to its business.

9. TAXES:
The Company has not filed a federal income tax return because there
are no earnings to report.

10. The Secretary of the State of Colorado Corporation Office approved
the following on June 6, 1996:

a) The name Grand American Intentional Corporation be changed to
Continental Wellness Casinos, Inc.
b) The authorized capital stock, common shares Class "A" of the
Company be increased from 100,000,000 shares to 500,000,000 shares
with a $0.003 par value per share.

11. ACQUISITION OF A HOTEL AND CASINO IN LAS VEGAS, NEVADA.
The Company is in the process of concluding the purchase of the
El Rancho Hotel and Casino in Las Vegas, Nevada, an 1008 room hotel and casino.
<s>

7.

12. THE INCREASE OF THE ISSUED AND OUTSTANDING CLASS "A" COMMON SHARES
The Company on December 6, 1995 by Company Resolution approved the
issuance of 47,958,512 common "A" shares to pay the mining exploration cost of
$3,252,669 that was paid by the Grand American Bank Trust.

The Grand American Bank Trust could not accept the shares until a
legal opinion was given by the Regulators.

The Legal opinion was given on February 15, 1996 and the 47,958,512
class "A" shares were issued to Grand American Bank Trust in April 1996 by
American Securities Transfer, Inc., transfer agent. The Company by Certificate
of Resolution that was approved on March 22, 1996 issued 3,266,960 Class A
restricted common shares to Joseph Witzman in payment of the Company's
obligation to him of $180,953.75.

The outstanding shares consist of:

Balance 1/31/94 21,803,405
Issued to Grand American Bank Trust 17,000,000

Balance 10/31/95 38,803,405
Issued to Grand American Bank Trust 47,958,512
Issued to Joseph Witzman 3,266,960

Balance 10/31/96 90,028,877
Issued under SEC Regulation "S" 222,000

Balance 10/31/97 90,250 877

13. LOANS PAYABLE
Unsecured and unrecorded personal loans for prior years were paid for the
year ending December 31, 1997. These accounts were charged to Deferred Charges
and Other Assets.

14. CAPITAL IN EXCESS OF PAR
It is the excess of Total Assets over Liabilities and Common Stock
"A" and "B".

15. CHANGE OF NAME OF END OF ACCOUNTING YEAR

The Board of Directors adopted on December 22, 1997 the following
resolutions:

8.

a) The name of the Company was changed to Continental Wellness
Casinos Trust, a Real Estate Investment Trust.

b) The accounting year was changed from October 31 to December 31.

The Board of Trustees adopted, on December 16, 1998, the following
resolutions:

a) The name of the Company was changed to Countryland Wellness Internet Network
Trust.

b) The Company adopted a revised Trust Indenture discontinuing its Real Estate
Investment Trust Status.

16. MERGERS
On February 6, 1999, the Company merged with China International Packaging
Leasing Co., Ltd., an equipment leasing company located in Beijing, China.

17. COST OF MINING RESERVES
The cost of mining reserves is estimated to be $88.00 per metric ton as per
a recent report of William H. Bird, Ph.D., Geologist and Mineralogist.


9.

Page 10 is intentionaly left blank for insertion of Auditor's letter of
consent.

10.

Stickel & Associates
Tustin, California

May 14, 1985

Minerals Mining and Energy Corp.
7750 E1 Camino Real, Suit K
Rancho La Costa, Ca. 92008

Attention: Stewart Douglas, President

Subject: Review of Literature and Inspection of Gold Claims in Plumas County,
California, Blackhawk, Alan, MMC and Dean Lode Claims Consisting of 750 Acres.

References:
1) Geology of the Pulga and Bucks Lake Quadrangles, Butte and Plumas
Counties California, USGS Prof. Paper 731, date 1973.

2) Examination and Sampling of the Blackhawk and Sections 13 Claims,
Plumas County, California, by Mm. H.Bird, dated June 1, 1976.

3) Bucks Lake Quadrangle, Map, USGS, 1:62,500, date 1950.

Gentlemen:

This letter presents our present geological engineering evaluation of the
subject gold and silver claims that are located in Plumas County, California.

We visited and inspected the property on April 19, and 20, 1985. The property
consists of approximately 750 acres of lode claims with a reported overlying of
a few placer claims. The properties lie about 5 and 11 miles directly west of
Quincy on the Bucks Lake Road.

The claims are named Blackhawk, Alan, MMC, and Dean. The Blackhawk, Alan and
MMC claims lie in Sections 21, 22, and 27 of T24N, R8E. The Dean claims lie in
the northwest corner of Section 13, T24N, R8E.

GEOLOGY

These claims lie along the southwest and northwest borders of a northwest
trending zone or band of highly fractured peridotite altered to serpentine.
Broad fault zones bound the peridotite bodies or bands and there are no
indications of heat alterations. There has been no production from hard rock
mining, however, significant placer hydraulicking and sluicing has occurred.
The placer deposits occur in two periods of erosion, the Present and the
Tertiary. Although, concentrations of gold have only been found in the
Blackhawk and Dean claims, it does occur scattered throughout the peridotite.

PRESENCE OF GOLD AND SILVER

Reference 2 indicates that there is a conservative 10,000,000 tons of hard
rock ore reserves. Rock chip and channel samples were obtained from 10 to 50
foot sections of road cuts and outcrops on these claims and it is reported
"consistently assayed high in gold (AU)". The highest gold value was 2.80
oz/ton, however, the overall average was .7 oz/ton. Silver (AG) ranged from a
trace to 2.62 oz/ton. These values varied greatly, depending upon the freshness
of the outcrop. assays also indicated the presence of platinoid metals.

Total amount of gold and silver in these claims is 7,000,000 oz. of gold and
19,000,000 oz. of silver. These figures were compiled from data presented in
Reference 2.

It is reported that during the summer of 1983, approximately $30,000 worth of
placer gold was dredged from one of the creeks flowing through the Blackhawk
claims. This gold was dredged from an area of the creek about 100 yards long.

Stickel & Associates warrant that our services are performed, within the limits
prescribed by our clients, with the usual thoroughness and competence of the
geological engineering profession. No other warranty or representation, either
expressed or implied, is included or intended in our proposals or reports or
contracts.

We appreciate the opportunity of presenting this report. If you have any
questions, please contact this office.

Very truly yours,

STICKEL & ASSOCIATES

/S/ J. F. STICKEL
J. F. Stickel, rg 2999

JFS/hr

April 25, 1986

It is our opinion that the described and proven "indicated" ore reserves are
based on data as described above.

STICKEL & ASSOCIATES

/S/ J. F. STICKEL
J. F. STICKEL, RG 2999

STICKEL & ASSOCIATES P.O. Box 91, Tustin, Ca. 92618

(714) 751-4742

May 14, 1985

Mineral Mining and Energy Corp.
7750 El Camino Real, Suite K
Ranch La Costa, Ca. 92008

Attention; Stewart Douglas, President

LETTER OF CONSENT

We, Stickel & Associates, Consultants in Applied Geology, Geophysics and
Engineering, hereby give consent to Mineral, Mining and Energy Corporation to
use our Geologist and Mining Report dated May 14, 1985 on the mining properties
known as Blackhawk, Alan, MMC and Eean Lode Claims consisting of 750 acres, in
the Company's reports to the Securities and Exchange Commission.

STICKEL & ASSOCIATES

AND THE AUDITORS STATE...?



To: EL KABONG!!! who wrote (83)10/20/1999 10:47:00 AM
From: Jeffrey S. Mitchell  Read Replies (2) | Respond to of 228
 
Re: More info on the "checkered" past of Dr. Fred Cruz

Dr. Fred Cruz is listed as Chairman and CEO of the Countryland Internet Network Trust, involved in "Mining, Wellness Hotels and Casinos." Prior names include "Continental Wellness Casinos Trust", "Continental Wellness Casinos, Inc., and "Grand American International Corp."

Kerry talked about Countryland Internet Network Trust here:
Message 11618219
And Tonto talked also talked about them here:
Message 11618308

One of Kerry's links, bankruptcydata.com, shows:

Continental Wellness Casinos, Inc. Files Plan (July 2, 1997) A creditor in the Stratosphere Corp. Chapter 11 Case, Continental Wellness Casinos, Inc., filed a Plan of Reorganization in the U.S. Bankruptcy Court.

In that Plan (not available on the web), Continental Wellness Casinos (CWC) provided audited financials. Here is the "Profit and Lost Statement" (sic).


CONTINENTAL WELLNESS CASINOS, INC.
PRO-FORMA

PROFIT AND LOST STATEMENT


PROFIT AND LOST STATEMENT
AS OF OCTOBER 31, 1996
(Dollars in Thousands)

EARNINGS:

Life Extension Membership Club $100,000

Maxim Hotel and Casinos Las Vegas, Nevada 75,000

Gold and Silver Mines Properties 150,000


Total Earnings 350,000

EXPENSES

Life Extension Membership Club $61,704

Maxim Hotel and Casinos Las Vegas, Nevada 41,200

Gold and Silver Mines Properties 41,200

Total Expenses 154,858


PROFIT OR LOSS 192,142


Despite the above numbers, CWC filed no tax return because they had "no earnings to report." Despite having no earnings to report, they somehow claimed they were in the process of taking over the Maxim casino, just like they claimed they tried to take over Stratosphere, and just like they recently claimed they were taking over Jackpot. In fact, it was pointed out in the court documents that even eight months after filing this they could produce no evidence that they had ever even made an offer to Maxim, although in the first filing they were "just completing the acquisition" of Maxim.

Note also that the above numbers were labeled "as of 1996", in other words as real dollars, but they were actually pro forma-- what they hoped to do in some future year. And, in their filings, they indicated that they operated 39 mines, even though there were no revenues and no expenses from mining operations (or any other operations). There is no evidence that they have ever had a Life Extension Membership purchased from anyone.

Note that they also describe gross revenues as earnings. And what are the chances that Maxim and the Gold and Silver Mines Double Plural Properties would have exactly the same expenses? Even worse, every math operation is wrong!

Yes, I said these numbers were audited! Actually, they were prepared by a Luis R. Hidalgo, then at 2056 Stevely Avenue in Long Beach, CA 90815. He says, in part, that his responsibilities include "evaluating the overall financial statement presentation", and that "In my opinion, the balance sheets referred to above present fairly, in all material respects, the financial position of Continental Wellness Casinos, Inc. as of October 31, 1996 and October 31, 1995 in conformity with generally accepted accounting principles."

Seems he missed a few things.

There was one other page, the Balance Sheet, plus "notes to Financial Statements" (see below). Only eight numbers per year, for two years. Entire assets were Gold in Storage ($27M, exactly the same for both years in spite of the change in gold price) and Deferred Mining/Promotion/Operating expenses (of about $3.25M-- how is a deferred expense an asset?).

The gold is in 6 55 gallon drums in a warehouse in Southern California:

On October 9, 1990, the Company deposited at xxxxxxxxxxxxxxxxxxxxxxxxxx, six (6) 55 gallon-drum containers of gold dust (powder form) 999.5 pure weighing 76,112 troy ounces with a value of $27,316,600 based on the gold floor price of $358.90 per troy ounce. The market values of gold per troy ounce as of October 31, 1996 and October 31, 1995 are $378.00 and $384.30 respectively. At these prices, the gold in storage would carry fair market values of $28,770,336 in 1996 and $29,249,841 in 1995.

Amazingly, they were able to predict the future in their audited financials to have the gold in storage worth, in both years, exactly what the price was going to be when they submitted the bid to Stratosphere.

Total liabilities were... 0. The only thing balancing these assets (they had just figured out the mining rights trick -- it's discussed -- but they hadn't yet applied it) is stockholder's equity.

Here's the explanation of how deferred mining costs is an asset on the books (almost their only asset!):

3. DEFERRED MINING EXPLORATION COSTS
Deferred mining exploration costs were incurred in prior years with the amounts being estimated based on the prevailing costs of mining exploration at that time due to the absence of supporting documentation. In On April
13, 1996, the Company issued shares of stocks valued at $3,252,669 to pay for its obligation arising thereto.


"In On" and "shares of stocks" are sic.

Other amusing parts include:

7. CONTINGENCIES
The Company is not involved in any legal proceeding which is considered to be ordinary routine litigation incident to its business.


Nope, I'll bet that every case they are involved in is extraordinary.

8. TAXES
The Company has not filed a federal income tax return because there are no earnings to report.


There are actually three companies we are dealing with. This one is the Colorado corporation, but there is one in each of California and Nevada as well.

10. ACQUISITION OF THE MAXIM HOTEL AND CASINO LAS VEGAS, NEVADA
The Company is in the process of concluding the purchase of the Maxim Hotel and Casino Las Vegas, Nevada, an 800 rooms hotel and casino.


They issued the 47M shares to Grand American Bank Trust to pay for the mining exploration that they did not do. They got a legal opinion that this was OK.

Recall that there are no liabilities on the balance sheet. Nevertheless, we have:

12. LOANS PAYABLE -- This represents the amount owing to Delores M. Kelly, Successor Trustee of the Kelly Family Exemption, UDT dated January 19, 1984, due January 1, 1997, and personally guaranteed by Fred Cruz, President of Continental Wellness Casinos (formerly Grand American International Corporation).

Do they owe the Trustee, or the Exemption? Wonder if either one got paid.

Lastly, we have the "plan" CWC was going to undertake to be able to purchase the Stratosphere Hotel and Casino. This was by itself in double spaced courier, with a slightly horizontally stretched effect that looks like 8 pitch.

CONTINENTAL WELLNESS CASINOS, INC. will obtain a $75,000,000 Take Out Committment for the purpose of completing the Phase II of the construction of 1,000 rooms at the Stretophere Hotel and Casino Las Vegas, Nevada. Said Take Out Committment will be from a large institution that has shown desire to undertake this financing and the Take Out Committment will be issued fifteen (15) days after the Plan of Reorganization submitted by Continental Wellness Casinos, Inc. has been approved and confirmed by the United States Bankruptcy Court District of Nevada

CONTINENTAL WELLNESS CASINOS, INC. is selling $8,000,000 Class "A" common shares price at $5.00 per share and 8,000,000 warrants to purchase Class "A" common shares price at $5.00 per warrant which will bring to the company a total of $80,000,000 and this funds could be used also for the completion of Phase II for the construction of 1,000 additional rooms at the Stratophere Hotel and Casino Las Vegas, Nevada. The above IPO is offered under Securities and Exchange Commission Regulation "S".


I have carefully preserved the typos in the original, can you find them? (g) Here's what I found:

1. "Committment"
2. Misspelling (twice) of Stratosphere (the company they were trying to purchase!)
3. "shown desire"
4. first paragraph ends without a period
5. "common shares price at"
6. "this funds"
7. "Phase II for the construction"
8. "IPO"(!)

I can just imagine how this played out in court. ;^)

- Jeff