10-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended June 30, 2000 Commission File Number: 0-9047 GLOBAL GAMING AND TECHNOLOGY, INC. ----------------------------------------------------- (Exact Name of Registrant as specified in its charter) Delaware 02-0314487 ------------------------------- ---------------------------- (State or other jurisdiction of (IRS Employer Identification incorporation or organization) Number) 2575 South Highland Drive, Las Vegas, Nevada 89109 -------------------------------------------------- (Address of principal executive offices) Registrant's Telephone Number, including Area Code: (702) 732-1414 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common 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. X YES NO As of June 30, 2000, there was issued and outstanding 26,328,028 shares of Common Stock held by non-affiliates (without admitting that any person whose shares are not included in determining such value as an affiliate was not available because the prices for such shares are not quoted by the National Association of Securities Dealers through NASDAQ, its automated system for reporting quotes). Global Gaming and Technology, Inc. Form 10-KSB June 30, 2000 TABLE OF CONTENTS Page ITEM 1 - Business 3,4,5 ITEM 2 - Properties 5 ITEM 3 - Legal Proceedings 5,6 ITEM 4 - Submission of Matters to a Vote of Security Holders 6 ITEM 5 - Market for Registrant's Common Stock 7 ITEM 6 - Selected Financial Data 8 ITEM 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations 8,9 ITEM 8 - Financial Statements 9 ITEM 9 - Disagreements on Accounting and Financial Disclosure 9 ITEM 10 - Directors, Executive Officers, Promoters, and Control Persons of the Registrant 10,11 ITEM 11 - Executive Compensation 11 ITEM 12 - Security Ownership of Certain Beneficial Owners and Management 12,13 ITEM 13 - Certain Relationships and Related Transactions 13 ITEM 14 - Exhibits, Financial Statement Schedules 14 -2- PART I Item 1 - Business: ------------------ Global Gaming and Technology, Inc. (hereinafter referred to as the "Company") has been engaged in the design, manufacture, and marketing of electronic microprocessor-controlled gaming machines. The Company, which was incorporated in the State of Delaware in 1973, maintains its principal offices at 2575 South Highland Drive, Las Vegas, NV 89109. During the past year, the Company has not designed new equipment, nor is the design of any new equipment contem- plated. However, in March, 2000, the state of California allowed Indian casinos to develop Las Vegas "style" gaming and the Directors of the Company have investigated the possibility of distributing gaming products to these secondary markets. General Development of Business ------------------------------- The Company has been dormant for the past several years. Licensing Activities -------------------- During the fiscal year, the Company did not apply for any gaming licenses. The largest primary markets have traditionally been Nevada and Atlantic City, New Jersey, with smaller secondary markets occurring in Mississippi, Louisiana, Detroit, etc. The procedure and cost of application, and investigation to obtain licenses in these jurisdictions is extensive, and therefore the Direct- ors have not pursued these markets. However, based upon the opportunities which the Directors perceive to exist in the California Indian Tribal casinos, in June, 2000, the Company registered with the California Department of Jus- tice for a Determination of Suitability to do Business in California. New Products; Research and Development -------------------------------------- The Company has not developed any new products during the fiscal year ended June 30, 2000, nor is the development of new products contemplated in the near future. Since the electronic gaming device industry is constantly employing new products, the Company is not competitive in any markets. Products -------- No new machines have been manufactured during the year ended June 30, 2000. Marketing and Service --------------------- The Company has not been successful in expanding its market or marketing its products during the fiscal year ended June 30, 2000. The Company does not contemplate any new material activities during the next year ending June 30, 2001 for new product development, but subject to required jurisdictional approval and appropriate funding, the Company anticipates marketing quality used and refurbished gaming equipment to Indian Tribal casinos in California, for sale or lease. - 3 - PART I (Continued) Item 1 - Business (Continued): ------------------------------ Competition ----------- The gaming machine industry is a highly competitive industry. Bally Manufacturing Company ("Bally") and International Gaming Technology ("IGT") are principal domestic competitors of the Company. Additionally, Asian manufacturing and marketing companies have entered the American market and have become a significant competitive factor. Additionally, new technology has made certain products obsolete. The Company has lacked the financial strength to compete in markets available for sales of new products and seeks to redirect the emphasis of the Company into the marketing of quality used equipment. Manufacturing ------------- Manufacture of the Company's products consists of the assembly of machines from parts and components, some of which are standard and others of which are made to the Company's specifications. These parts and components are readily obtainable from several sources of supply and the Company does not rely on any one vendor as a source for the parts and components. No new machines were manufactured during the year ended June 30, 2000. Employees --------- As of June 30, 2000, the Company has one salaried employee, and in June, 2000 added one commissioned sales representative. Patents ------- The Company has held one United States Letters Patent issued in fiscal 1979, relating to the design and operation of its products and their various components. The Company is of the opinion that this Letters Patent has competitive value in that it would require competitors to use non-infringing designs to achieve the technological advances obtained by use of the designs covered in the Letters Patent. However, the Company believes that player appeal, cost of ownership and service, and prices are, and will be, of greater significance in establishing and maintaining a competitive position in the industry. United States Letters Patents have a duration of 17 years from the date of issue and are not renewable. The above referenced patent is the sub- ject of pending litigation. (See Legal Proceedings - Item 3). Government Regulation --------------------- Manufacturers and distributors of gaming devices in the State of Nevada and in Atlantic City, New Jersey (the primary American markets) are subject to licensure and extensive regulation. These licenses are issued after extensive investigations into the moral reputation and financial background of the individuals (and entities) applying for a gaming license. The licenses are revocable, nontransferable and renewable. - 4 - PART I (Continued) ITEM 1 - Business (Continued): ------------------------------ Government Regulation (Continued) --------------------------------- The investigative cost of licenses is borne by the person or company applying for the license. The Nevada Gaming Commission may deny licenses to persons who are engaged in gaming activities in other states. Because of the sub- stantial investigative costs of obtaining gaming licenses in the States of Nevada and New Jersey, the Company has deferred the decision to seek gaming licenses in these states. Indian Tribal Commissions or Agencies operate in the same manner as state regulating authorities. Each Indian tribe which operates a casino has its own gaming regulating authority which governs the application procedures for its tribe. These application procedures and investigation costs may prove to be a limiting factor for the Company to meet the application procedures in a timely manner to be competitive with other companies. Item 2 - Properties: -------------------- The Company does not own any real or personal property. Item 3 - Legal Proceedings: --------------------------- On or about May, 1994, the Company instituted litigation in the United States District Court for the District of New Jersey for patent infringement against Bally's Park Place, Inc., Trump Plaza Associates, Trump Taj Mahal Associates, Trump Castle Associates, The Claridge Hotel and Casino Corporation, Resorts International Hotel, Atlantic Showboat, Inc., and Greate Bay Hotel and Casino, Inc. Global was seeking damages to adequately compensate for the past infringement of the patent in suit by each of the defendants together with interest and costs. In this lawsuit, Global Gaming and Technology, Inc. contends that the defendants infringed upon a patent owned in connection with the manufacture, use or sale of slot machines driven by stepper motors. As a result of this action, on June 30, 1994, the Company entered into a license agreement with Bally Gaming, whereby the Company grants a non- exclusive, personal, non-transferable right and paid-up license to make, have made, use and sell, test, lease or otherwise dispose of licensed products under claims of this license patent. The Company was to receive a non- refundable net royalty payment in the amount of one million dollars ($1,000,000). The Company reported that Bally Gaming International, Inc. ("Bally") ceased making payments pursuant to the promissory note dated May 2, 1994. As a result, the Company initiated a breach of contract action in the Circuit Court of Cook County located in Chicago, Illinois. In response to this lawsuit, Bally asserted in a counterclaim that it was not obligated to make any further payments and demanded a refund of all prior payments made. On March 5, 1998 the Circuit Court in Global v. Bally entered a final judgment in favor of - 5 - PART I (Continued) ITEM 3 - Legal Proceedings (Continued): --------------------------------------- Global and against Bally in the amount of $1,282,131.55 (the "Judgment"). As a result, on March 26, 1998, Bally filed a notice of appeal from the Judgment in Global v. Bally in the Illinois Appellate Court for the First District. On April 16, 1998, a settlement agreement was entered into between the Company and Bally, whereas Bally agreed to pay Global $1,070,000.00 as full satisfac- tion of the Judgment in exchange for the execution of "Satisfaction/Release of Judgment" by Global to Bally. After payment by Bally, an Agreed Motion for Entry of Orders Dismissing Appeal was filed by Bally in the Circuit Court. On or about July 6, 1994, IGT North America, Universal Distributing of Nevada, Inc. and Sigma Game, Inc. filed a civil complaint in the United States District Court for the District of Nevada against the Company for declaratory judgement of non-infringement, invalidity, unenforceability and laches. This lawsuit arose as a result of the New Jersey litigation described above, and was filed for the purpose of having Global's patent declared invalid. The Company filed a counterclaim for infringement against IGT North America, Universal Distributing of Nevada, Inc., and Sigma Game, Inc. The Company has settled independently with Universal Distributing of Nevada, Inc. and Sigma Game, Inc. On February 18, 1997, the United States District Court for the District of Nevada entered a Decision and Order regarding the Company's patent infringe- ment claim, which was pending against IGT. In the Decision and Order, the Court found that IGT's reel-type slot machines infringe the Company's patent, but held that the patent was invalid under 35 U.S.C. Section 102(b) because the invention disclosed therein was on sale more than one year prior to the date on which the Company's patent application was filed. Global appealed the determination. Additionally, IGT appealed the finding of infringement. In August, 1999, the Federal Circuit Court of Appeals remanded the case to the United States District Court for the District of Nevada for a determination of whether Claim 18 is infringed and, if so, whether that claim is valid and whether any of IGT's affirmative defenses would bar enforcement of the claim. The Court of Appeals also affirmed the trial court's ruling that Claims 1 and 12 of Global's patent are invalid. Therefore, based on all available informa- tion, it is not known how the District Court of Nevada will rule with respect to Claim 18 or whether any meaningful damage award will be granted assuming a finding of infringement and validity is entered. The Company will be incurring legal costs regarding the prosecution of its infringement claims. Per Counsel for the Company, at present it is difficult to determine these future legal costs. Item 4 - Submission of Matters to Vote of Security Holders: ----------------------------------------------------------- No matter was submitted to the vote of security holders during the fiscal year. - 6 - PART II Item 5 - Market for the Registrant's Common Stock and Related Security Holder Matters: --------------- The Common Stock of the Company is traded in the over-the-counter market. The Company had 2,715 shareholders of record on June 30, 2000. The following table indicates the range of high and low bid prices of the Company's Common Stock for the quarterly periods starting September 30, 1996, in the "Pink Sheets." No quotes are available from the National Association of Securities Dealers through NASDAQ, its automated system for reporting quotes: High Low Bid Ask Bid Ask --- --- --- --- Quarter Ending September 30, 1996 1/8 3/8 1/8 3/8 Quarter Ending December 31, 1996 1/8 3/8 1/8 3/8 Quarter Ending March 31, 1997 1/8 3/8 1/8 3/8 Quarter Ending June 30, 1997 1/8 3/8 1/8 3/8 Quarter Ending September 30, 1997 1/8 3/8 1/8 3/8 Quarter Ending December 31 1997 1/8 3/8 1/8 3/8 Quarter Ending March 31, 1998 1/8 3/8 1/8 3/8 Quarter Ending June 30, 1998 1/8 3/8 1/8 3/8 Quarter Ending September 30, 1998 1/8 3/8 1/8 3/8 Quarter Ending December 31, 1998 1/8 3/8 1/8 3/8 Quarter Ending March 31, 1999 1/8 3/8 1/8 3/8 Quarter Ending June 30, 1999 1/8 3/8 1/8 3/8 Quarter Ending September 30, 1999 1/8 3/8 1/8 3/8 Quarter Ending December 31, 1999 1/8 3/8 1/8 3/8 Quarter Ending March 31, 2000 1/8 3/8 1/8 3/8 Quarter Ending June 30, 2000 1/8 3/8 1/8 3/8 The foregoing over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions. The Company has not paid any dividends during the foregoing periods, nor does the Company anticipate paying dividends within the foreseeable future. However, there are no restrictions on the ability of the Company to declare dividends on its common stock. - 7 - PART II (Continued) Item 6 - Selected Financial Data: --------------------------------- The following selected financial data of Global Gaming and Technology, Inc. should be read in conjunction with the financial statements and related notes appearing elsewhere in this Form 10-K. Year Ended June 30

2000 1999 1998 1997 1996 -------- -------- -------- -------- -------- Total Revenues -0- $ 1,000 $ 2,709 $ 20,601 $245,078 Net Income (Loss) (103,800) (135,100) (156,697) (202,091) 4,894 Income (Loss) per Common Share (.004) (.005) (.006) (.008) .000 Cash Dividends per Common Share -0- -0- -0- -0- -0- Total Assets 20,100 55,000 119,980 604,275 758,084 Long-Term Debt -0- -0- -0- -0- -0-

Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations: ---------------------- Some of the principal shareholders of the Company have informally agreed to participate in the contribution of shares to the Company, which the Company will have available for acquisitions of assets of other businesses. With the exception of the program to make acquisitions through use of these shares, the Company has not yet formulated any specific financing arrangements. The Company presently lacks financial resources. The lack of financial resour- ces has prohibited the Company from expanding operations. The primary gaming markets cannot be serviced unless the Company obtains gaming licenses in these states. Because of the prohibitive costs of obtaining these licenses, the Com- pany has no plans to seek licensing in these states, but is attempting to en- ter a secondary market of Indian Tribal casinos operating in California, sub- ject to gaining appropriate financial arrangements. Total debt of the Company aggregated $860,900, (exclusive of accounts payable and accrued interest and expenses) for the years ending June 30, 2000, 1999 and 1998, respectively. Of these amounts, $617,100 was owed to Michael Wichin- sky as of June 30, 2000, 1999 and 1998 respectively. Total revenues aggregated $0, $1,000, and $2,709 - 8 - PART II (Continued) Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued): ---------------------------------- for the years ended June 30, 2000, 1999, and 1998, respectively. As of June 30, 2000 and 1999, the Company has negative working capital of $2,036,100 and $1,932,300, respectively. The Company has been dormant for the past several years. The Company did not manufacture any gaming devices during the fiscal years ended June 30, 2000, 1999 and 1998 and does not anticipate having the necessary resources for the research, development and manufacture of gaming devices in the future. This fact, combined with the Company's lack of licenses described above, is antic- ipated to have a material adverse impact upon the Company's ability to gener- ate revenues in the future. Primary costs of the Company include interest and annual administrative costs of $103,800, $111,600 and $159,400 for the years ended June 30, 2000, 1999 and 1998, respectively. The rate of inflation has had no impact on the Company's operations because the Company has been dormant for the last several years. Item 8 - Financial Statements and Supplementary Data: ----------------------------------------------------- See Index to Financial Statements. Item 9 - Disagreements on Accounting and Financial Disclosures: --------------------------------------------------------------- There have been no disagreements on accounting or financial disclosures with accountants. - 9 - PART III Item 10 - Directors and Executive Officers of the Registrant: Effective June 23, 2000, the following persons were appointed as directors and officers of the corporation for a term of one year or until the next election of Directors. Name Age Glenn E. Wichinsky, President, Secretary, and Treasurer 47 Claudia D. Wichinsky, Director 53 Constance L. Koplow, Director 60 Joann M. Vrbancic, Director 42 Glenn E. Wichinsky, 47, is a practicing attorney in Florida and Nevada with with emphasis in Corporate, Business Law, Administrative Law and Gaming Law. He brings experience in casino slot operation, gaming route operations and equipment sales and distribution to corporate management. He is a General Partner in Mardi Gras Casino in Las Vegas, NV, 1985 to present and a Director and Officer in Westronics, Inc., 1979 to present. Claudia D. Wichinsky, 53, has been President of Westronics, Inc., a Nevada licensed distributor and operator of gaming equipment and serving that company as an Officer and Director since 1979. As a second generation particpant in the family business, Gamemasters (formerly known as Games of Nevada), 1971 to the present, she became Operations Manager for manufacturing, distribution and route operations in 1990. Ms. Wichinsky has operated non-gaming amusement routes or arcades in New York, 1966-67 and Nevada 1978-83, and was a distrib- utor of coin operated amusement games in Nevada, 1978-83. Constance L. Koplow, 60, has owned and operated businesses in education, re- tail ready to wear and the food service industry; served as an Administrator at Community College of Southern Nevada and has nineteenn years experience in the gaming industry. Joan M. Vrbancic, 42, brings to management 14 years of restaurant operations experience, 9 years of which were management, and 11 years of gaming exper- ience as an account executive for sales of gaming tokens, slot machines and gaming related equipment. None of the foregoing directors have held directorships in companies with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company reg- istered as an investment company under the Investment Company Act of 1940. - 10 - PART III (Continued) Item 10 - Directors and Executive Officers of the Registrant (Continued): ------------------------------------------------------------------------- During the past five years, none of the foregoing officers or directors have been (i) involved in any Federal Bankruptcy proceedings, (ii) convicted in a criminal proceeding, (iii) the subject of a pending criminal proceeding, (iv) the subject of any order, judgment, or decree not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting activities as an investment advisor, underwriter, broker, or dealer in securities, or as an affiliated person, director, or insurance company, or engaging in or con- tinuing in any conduct or practice in connection with such activity, or from engaging in any type of business practice or engaging in any activity in connection with the purchase or sale of any security or in connection with any violation of Federal or state securities laws. Additionally, none of such persons were the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, or any Federal or state authority barring, suspending, or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity referred to above, or to be associated with any person engaged in any such activity, nor was any such person found by a court of competent jurisdiction in a civil action or by the Securities & Exchange Commission to have violated any Federal or state securities law. Item 11- Executive Compensation: -------------------------------- The Company paid $19,500 to Constance Koplow in the fiscal year ended June 30, 2000. None of the officers or directors were indebted to the Company during the fiscal year. The Company does not contemplate any increase in the payment of salaries to officers or directors in the near future. During the fiscal years ended June 30, 2000, 1999 and 1998, no Officer or Director of the Company received cash remuneration in excess of $60,000. There are no standard arrangements for the compensation of directors. - 11 - PART III (Continued) Item 12 - Security Ownership of Certain Beneficial Owners and Management: ------------------------------------------------------------------------- The following table sets forth as of June 30, 2000, the number of shares of common stock beneficially owned by each person known by the Company to own more than 5% of the common stock and the percentage of common stock represent- ed thereby.

Name and Address of Title of Number of % of Beneficial Owner Class Shares Owned Class ------------------ ------- ------------ ----- Michael Wichinsky 2575 Highland Drive Las Vegas, NV 89109 Common Stock 5,120,493* 19% Estate of W.T. O'Donnell, Sr. 144 Green Bay Road Winnetka, IL 60093 Common Stock 4,470,275* 17% Glenn E Wichinsky 2390 NW 38th Street Boca Raton, FL 33431 Common Stock 2,964,647* 11% Nessa Alice Mary Charlton 5 Crowe Street Dundalk Company Louth, Rep of Ireland Common Stock 1,459,214* 6% Claudia Wichinsky 2900 Gilmary Las Vegas, NV 89107 Common Stock 2,155,584 8% CEDE & Co. Box 20 Bowling Green Station New York, NY 10004 Common Stock 5,359,407 20% - 12 - Part III (Continued) Item 12 - Security Ownership of Certain Beneficial Owners and Management (Continued): ----------------------- * The foregoing shares include the following number of shares held by Michael Wichinsky in trust on behalf of the persons named herein: Michael Wichinsky 41.67% 3,129,411 Estate of W.T. O'Donnell, Sr. 38.22% 2,870,275 Nessa Alice Mary Charlton 8.33% 625,881 Glenn Wichinsky 11.78% 885,017 ------- --------- Total Shares in Trust 100.00% 7,510,584 ======= =========

Item 13 - Certain Relationships and Related Transactions: --------------------------------------------------------- (A) Transactions with Management and Related Parties ------------------------------------------------ During the year ended June 30, 1998, Michael Wichinsky was repaid $300,000 from the Company as interest and principal payments on his note to the Company and the Estate of William T. O'Donnell, Sr. was repaid $119,164 as interest and principal payments on his note to the Company. The Company accrued interest on the loans to related parties totaling $69,600, $69,400 and $89,756 during the years ended June 30, 2000, 1999 and 1998, respectively. No payments have been made to the above refer- enced parties since the year ending June 30, 1998. (B) Certain Business Relationships ------------------------------ The existing business and personal relationships between the Directors and Officers are as follows: Glenn E. Wichinsky was appointed as President, Secretary and Treasurer effective June 23, 2000 until the next annual election of the Board of Directors. Claudia D. Wichinsky and Joann M. Vrbancic were appointed as Directors effective June 23, 2000 until the next annual election of the Board of Directors. Ms. Vrbancic has been granted an option to purchase 100,000 shares of Common Stock from the trust shares available for certain busi- ness affiliations for the benefit of the Company. Purchase rights are 100,000 shares per year for five years beginning fiscal year July 2, 2000. - 13 - PART IV Item 14 - Financial Statement Schedule: -------------------------------------------------- Net Operating Loss Carrfords to 2001 ------------------------------------ Tax Year Expires 6/30 6/30 -------- ------- 1986 $226,859 2001 1987 216,931 2002 1988 451,580 2003 1989 104,956 2004 1990 136,629 2005 1991 362,469 2006 1992 122,207 2007 1993 356,521 2008 1995 137,588 2010 1997 202,091 2012 1998 156,697 2013 1999 110,547 2019 2000 103,771 2020 ------- $2,688,846 - 14 - SIGNATURES ---------- Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBAL GAMING & TECHNOLOGY, INC. By: Glenn E. Wichinsky Date: September 20, 2000 ------------------------------- ------------------ Glenn E. Wichinsky President/Secretary/Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons as a majority of the members of the Board of Directors of the registrant and in the capacities and on the dates indicated. By: Claudia Wichinsky Date: 9/20/00 ------------------------------ ----------------- Claudia D. Wichinsky, Director By: Constance Koplow Date: 9/20/00 ------------------------------ ---------------- Constance Koplow, Director Global Gaming and Technology, Inc. Report on Audits of Financial Statements For the Years Ended June 30, 2000 and 1999 GLOBAL GAMING AND TECHNOLOGY, INC. FOR THE YEARS ENDED JUNE 30, 2000 and 1999 CONTENTS PAGE Independent auditors' report 1 Financial Statements Balance sheets 2 Statements of operations 3 Statements of changes in stockholders' deficit 4 Statements of cash flows 5 Notes to financial statements 6-8 Bradshaw, Smith & Co., LLP CPAs, Business Advisors & Consultants 5851 W Charleston Las Vegas, NV 89146 (702) 878-9788 INDEPENDENT AUTITOR'S REPORT Board of Directors and Stockholders Global Gaming and Technology, Inc. Las Vegas, Nevada We have audited the accompanying balance sheet of Global Gaming and Technol- ogy, Inc. as of June 30, 2000 and 1999, and the related statements of opera- tions, changes in stockholders' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's man- agement. Our responsibility is to express an opinion on these financial state- ments based on our audit. We conducted our audits in accordance with generally accepted auditing stan- dards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Gaming and Technology, Inc. as of June 30, 2000 and 1999 and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is dormant and has negative working capital, and no current operations or sources of revenue. Those conditions raise sub- stantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Las Vegas, Nevada Bradshaw, Smith & Co., LLP August 28, 2000 - 1 - GLOBAL GAMING AND TECHNOLOGY, INC. BALANCE SHEETS JUNE 30, 2000 and 1999

June 30, June 30, 2000 1999 ----------- ----------- ASSETS Current Assets: Cash $ 15,800 $ 50,700 Inventories (Note 4) 4,000 4,000 ----------- ----------- Total current assets 19,800 54,700 Other Assets 300 300 ----------- ----------- TOTAL ASSETS $ 20,100 $ 55,000 =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 10,000 $ 10,700 Accrued interest payable (Note 3) 1,185,000 1,115,400 Notes payable (Notes 3 and 6) 860,900 860,900 ----------- ----------- Total current liabilities 2,055,900 1,987,000 ----------- ----------- Commitment (Note 7) -- -- Stockholders' Deficit: Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued. -- -- Common stock, $.01 par value, 27,000,000 shares authorized, 26,328,028 issued and outstanding 263,300 263,300 Additional paid-in-capital 3,395,600 3,395,600 Accumulated deficit (5,694,700) (5,590,900) ----------- ----------- Total stockholders' deficit (2,035,800) (1,932,000) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 20,100 $ 55,000 =========== =========== The Notes to Financial Statements are an integral part of these statements. - 2 -

GLOBAL GAMING AND TECHNOLOGY, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2000 and 1999

June 30, June 30, 2000 1999 ----------- ----------- Other income (expense): Interest income $ -- $ 1,000 Asset impairment (Note 4) -- (24,500) ----------- ----------- Total Revenue -- (23,500) ----------- ----------- Operating Expenses: Interest (Note 3) 69,600 69,400 Salaries 19,500 19,500 Professional services 7,700 15,700 Transfer fees 4,300 3,000 Payroll tax expense 2,200 2,300 Maintenance and repairs -- 1,400 Office and other expenses 500 300 ----------- ----------- Total operating expenses 103,800 111,600 ----------- ----------- Net loss available to common stockholders $ (103,800) $ (135,100) =========== =========== Net loss per common share $ (.004) $ (.005) =========== =========== Weighted average common shares outstanding 26,328,028 26,328,028 =========== =========== The Notes to Financial Statements are an integral part of these statements. - 3 -

GLOBAL GAMING AND TECHNOLOGY, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED JUNE 30, 2000 AND 1999

Total Common stock Additional Accumulated stockholders' shares Amount paid in capital deficit deficit ------------ ------- --------------- ----------- ------------- Balance, June 30, 1998 26,328,028 $263,300 $3,395,600 $(5,455,800) $(1,796,900) Net Loss -- -- -- (135,100) (135,100) ---------- -------- ---------- ----------- ----------- Balance, June 30, 1999 26,328,028 263,300 3,395,600 (5,590,900) (1,932,000) Net Loss -- -- -- (103,800) (103,800) ---------- -------- ---------- ----------- ----------- Balance, June 30, 2000 26,328,028 $263,300 $3,395,600 $(5,694,700) $(2,035,800) ========== ======== ========== =========== =========== The Notes to Financial Statements are an integral part of these statements. - 4 -

GLOBAL GAMING AND TECHNOLOGY, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2000 AND 1999

June 30, June 30, 2000 1999 --------- --------- Cash flows from operating activities: Net loss $(103,800) $(135,100) Asset impairment -- 24,500 Adjustments to reconcile net loss to net cash used by operating activities: (Increase) decrease in: Notes receivable -- 11,600 Increase (decrease) in: Accounts payable (700) 700 Accrued interest payable 69,600 69,400 --------- --------- Net cash used in operating activities (34,900) (28,900) --------- --------- Net decrease in cash (34,900) (28,900) Cash at beginning of period 50,700 79,600 --------- --------- Cash at end of period $ 15,800 $ 50,700 ========= ========= The Notes to Financial Statements are an integral part of these statements. - 5 -

GLOBAL GAMING AND TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2000 AND 1999 1. Summary of significant accounting policies: Organization and nature of business: Global Gaming and Technology, Inc. (the "Company") was incorporated in the State of Delaware in 1973. The Company, although dormant for the last several years, has been engaged in the research, development, manufacture and marketing of electronic gaming devices and coinless games of chance. Use of estimates in preparation of financial statements: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Loss per share: Loss per share was computed by dividing the net loss by the weighted ave- rage number of shares outstanding during the period. 2. Organization's ability to continue as a going concern: The Company has been dormant for the past several years and lacks the resources to be competitive in the gaming industry at the present time. As of June 30, 2000 the Company has negative working capital of $2,036,100 and stockholders' deficit of $2,035,800. The Company initiated a patent infringement case. The case is being appealed by both parties. The manner in which litigation is resolved is likely to have significant financial impact on the Company. 3. Related party transactions: Notes payable at June 30, 2000 and 1999 consist of $841,500 and due to stockholders bearing interest at 8% and 10% and are due on demand. Accrued interest at June 30, 2000 and 1999 was $1,185,000 and $1,115,400 and the Company incurred interest expense of $69,600 and $69,400 during the years then ended, respectively. - 6 - GLOBAL GAMING AND TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED JUNE 30, 2000 AND 1999 4. Inventories: The Company has inventory consisting of ten (10) slot machines from a settlement arising out of litigation with Universal Distributing of Nevada, Inc. Pursuant to SFAS 121 "Accounting for the Impairment of Long- Lived Assets and for Long-Lived Assets to be Disposed Of", the Company evaluated the recoverability of the long-lived assets. Due to rapid changes in gaming technology, the machines did not hold their value. The estimated fair value was based on an offer to purchase the machines. 5. Income taxes: The benefit for income taxes is different than the amount computed by applying the statutory federal income tax rate to net loss before taxes. A reconciliation of the net income tax benefit follows: 2000 1999 --------- -------- Computed tax benefit at federal statutory rate $ 35,300 $ 37,600 Expired net operating loss carryforwads 94,200 (79,600) Changed in deferred income tax valuation allowance 58,900 42,000 --------- --------- $ -- $ -- ========= ========= The provision for federal and state income taxes consisted of the following: Year ended June 30, 2000 1999 --------- --------- Current $ -- $ -- Deferred -- -- --------- --------- $ -- $ -- ========= ========= The deferred tax asset consisted of the following: Net operating loss carryforwards $ 914,200 $ 973,100 Valuation allowance (914,200) (973,100) --------- --------- Net deferred tax asset $ -- $ -- ========= ========= - 7 - GLOBAL GAMING AND TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) FOR THE YEARS ENDED JUNE 30, 2000 AND 1999 5. Income taxes (continued): The Company has a net operating loss carryforward ("NOL") for federal income tax reporting purposes at June 30, 2000 of approximately $2,688,800. A portion of the NOL expires after each year. 6. Notes payable: Notes payable at June 30, 2000 and 1999 consisted of the following:

June 30, 2000 June 30, 1999 ------------- ------------- Note payable to Michael Wichinsky, a stockholder, bearing interest at 8%, due on demand. $ 511,600 $ 511,600 Note payable to Michael Wichinsky, a stockholder, bearing interest at 10%, due on demand 105,500 105,500 Note payable to the estate of William T O'Donnell, Sr., a stockholder, bearing interest at 8%, due on demand. 224,400 224,400 Note payable to the State of New Jersey, payable in monthly installments of $1,363 including interest. This note is in arrears. 19,400 19,400 ------------- ------------- $ 860,900 $ 860,900 ============= =============

The Company incurred interest expense totaling $69,600 and $69,400 on these notes during the years ended June 30, 2000 and 1999, respectively. 7. Commitment: During the year ended June 30, 2000, the Company entered into a verbal agreement with an individual for sales and marketing. The individual's compensation is on a commission basis and she has been granted an option to purchase up to 100,000 shares each year for $.025 per share, for five years, commencing July 1, 2000. - 8 -