Nevada
|
000-30653
|
80-0068489
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
6980 O’Bannon Drive,
Las Vegas, NV
|
89117
|
(Address
of principal executive offices)
|
(Zip
Code)
|
3416 Via Lido, Suite F
Newport Beach, CA 92263
(Former
name or former address, if changed since last
report)
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Page
|
||
§
|
We
issued 25,000,000 shares of our common stock pro-rata to the former
shareholders of Galaxy in exchange for obtaining ownership of 100% of the
issued and outstanding shares of Galaxy;
and
|
§
|
Our
sole officer and director, Munjit Johal has resigned from all named
executive officer positions. Mr. Robert Saucier, the President
of Galaxy, has been appointed our President, Chief Executive
Officer, Chief Financial Officer and sole director. Mr.
William O’Hara has been appointed our Chief Operations
Officer.
|
§
|
We
issued 4,000,000 shares of new common stock on a pro rata basis to our
creditors in exchange for the discharge of our outstanding debts under
chapter 11 of the U.S. Bankruptcy
Code;
|
§
|
All
of our pre-Share Exchange issued and outstanding equity interests were
extinguished and rendered null and void;
and
|
§
|
As
a result, following these events, there are currently 29,000,000 shares of
our common stock issued and
outstanding.
|
Shares | Held by |
25,000,000 | Galaxy shareholders |
4,000,000 | former SDI creditors |
Live
Table Games
|
The
Americas
|
Europe
& Africa
|
Asia
Pacific
|
Total
|
Public
Domain Games
|
16,335
|
6,235
|
8,895
|
31,465
|
Proprietary
Card Games
|
7,690
|
530
|
450
|
8,670
|
Dice
Games
|
1,100
|
75
|
330
|
1,505
|
Roulette
Games
|
2,470
|
5,380
|
900
|
8,750
|
Total
Table Games
|
27,595
|
12,220
|
10,575
|
50,390
|
Live
Table Games
|
The
Americas
|
Europe
& Africa
|
Asia
Pacific
|
Total
|
Public
Domain Games
|
19,365
|
6,770
|
16,975
|
43,110
|
Proprietary
Card Games
|
10,430
|
730
|
1,650
|
12,810
|
Dice
Games
|
1,150
|
95
|
390
|
1,635
|
Roulette
Games
|
3,255
|
5,965
|
2,300
|
11,520
|
Total
Table Games
|
34,200
|
13,560
|
21,315
|
69,075
|
Company
|
Proprietary
Games
|
Side
Bets
|
Shuffle
Master Gaming
|
3
Card Poker; 4 Card Poker; Play Four Poker; Caribbean Stud; Let-it-Ride;
Ultimate Texas Hold 'em; Texas Hold 'em Bonus; Casino War
|
Bet-the-Set;
Fortune Pai Gow Poker; Royal March; Dragon Bonus
|
Galaxy
Gaming
|
Texas
Shootout; Three Card Split; Emperor's Challenge
|
Lucky
Ladies; Bonus Blackjack; Super Pairs; Suited Royals
|
TCS
/ John Huxley
|
Casino
Hold 'em
|
Perfect
Pairs
|
Masque
Publishing
|
Spanish
21
|
Match
the Dealer
|
Prime
Table Games
|
3
Card Poker; Two Way Hold 'em
|
21+3
|
Hop
Bet
|
Fire
Bet (Craps)
|
|
Gaming
Entertainment
|
Pai
Gow Plus; 3-5-7; Mini Pai Gow Poker
|
|
Canadian
21 Stook
|
Lucky
Lucky
|
|
Paltronics
/ AC Coin
|
Wheel
of Madness; 21 Madness
|
·
|
Galaxy
Gaming of Arizona, LLC
|
·
|
Galaxy
Gaming of British Columbia, LLC
|
·
|
Galaxy
Gaming of California, LLC
|
·
|
Galaxy
Gaming of Manitoba, LLC
|
·
|
Galaxy
Gaming of Nova Scotia, LLC
|
·
|
Galaxy
Gaming of Oklahoma, LLC
|
·
|
Galaxy
Gaming of Ontario, LLC
|
·
|
Galaxy
Gaming of Oregon, LLC
|
·
|
Galaxy
Gaming of South Dakota, LLC
|
·
|
Galaxy
Gaming of Washington, LLC
|
·
|
Develop
new game content.
|
·
|
Enhance
our portfolio with electronics.
|
·
|
Expand
our distribution network.
|
·
|
Increase
the performance of our sales force.
|
·
|
Acquire
available competitors.
|
·
|
the
impact of general economic and political conditions in the U.S. and in
other countries in which we currently do business, including those
resulting from recessions, political events and acts or threats of
terrorism or military conflicts;
|
·
|
the
impact of the geopolitical
environment;
|
·
|
our
ability to integrate the operations of recently acquired
companies;
|
·
|
shifts
in population and other
demographics;
|
·
|
industry
conditions, including competition;
|
·
|
fluctuations
in operating costs;
|
·
|
technological
changes and innovations;
|
·
|
changes
in labor conditions;
|
·
|
fluctuations
in exchange rates and currency
values;
|
·
|
capital
expenditure requirements;
|
·
|
the
outcome of pending and future litigation
settlements;
|
·
|
legislative
or regulatory requirements;
|
·
|
interest
rates;
|
·
|
the
effect of leverage on our financial position and
earnings;
|
·
|
taxes;
|
·
|
access
to capital markets; and
|
·
|
certain
other factors set forth in our filings with the Securities and Exchange
Commission.
|
·
|
be
expensive and time consuming to
defend;
|
·
|
cause
one or more of our patents to be ruled or rendered unenforceable or
invalid;
|
·
|
cause
us to cease making, licensing or using products that incorporate the
challenged intellectual property;
|
·
|
require
us to redesign, reengineer or rebrand our
products;
|
·
|
divert
management's attention and
resources;
|
·
|
require
us to pay significant amounts in
damages;
|
·
|
require
us to enter into royalty or licensing agreements in order to obtain the
right to use a necessary product, process or component;
or
|
·
|
limit
our ability to bring new products to the market in the
future.
|
·
|
global
geopolitical events such as terrorist attacks and other acts of war or
hostility;
|
·
|
natural
disasters such as major fires, floods, hurricanes and
earthquakes;
|
·
|
adverse
economic and market conditions in gaming markets, including recession,
economic slowdown, higher interest rates, higher airfares and higher
energy and gasoline prices; and
|
·
|
concerns
about SARS, Avian flu or other influenza or contagious
illnesses.
|
·
|
changes
in foreign currency exchange rates;
|
·
|
exchange
controls;
|
·
|
changes
in regulatory requirements;
|
·
|
changes
in a specific country's or region's political or economic
conditions;
|
·
|
tariffs,
other trade protection measures and import or export licensing
requirements;
|
·
|
potentially
negative consequences from changes in tax laws or application of such tax
laws;
|
·
|
difficulty
in staffing and managing widespread
operations;
|
·
|
changing
labor regulations;
|
·
|
requirements
relating to withholding taxes on remittances and other payments by
subsidiaries;
|
·
|
different
regimes controlling the protection of our intellectual
property;
|
·
|
restrictions
on our ability to own or operate subsidiaries, make investments or acquire
new businesses in these jurisdictions;
and
|
·
|
restrictions
on our ability to repatriate dividends from our
subsidiaries.
|
·
|
difficulties
in the integration of the operations, financial reporting, technologies,
products and personnel, including those caused by national, geographic and
cultural differences;
|
·
|
risks
of entering markets in which we have no or limited prior
experience;
|
·
|
difficulties
in the use, development or sale of intellectual property or future or
present products;
|
·
|
the
potential loss of employees;
|
·
|
currency
fluctuations or changes in exchange rates in connection with sales to
customers in foreign currencies;
|
·
|
diversion
of management's attention away from other business concerns;
and
|
·
|
expenses
of any undisclosed or potential legal
liabilities.
|
Name
|
Age
|
Office(s) held
|
Robert
Saucier
|
54
|
President,
CEO, CFO, and Director
|
William
O’Hara
|
68
|
COO
|
·
|
The
appropriate size of our Board of
Directors;
|
·
|
Our
needs with respect to the particular talents and experience of our
directors;
|
·
|
The
knowledge, skills and experience of nominees, including experience in
finance, administration or public service, in light of prevailing business
conditions and the knowledge, skills and experience already possessed by
other members of the Board;
|
·
|
Experience
in political affairs;
|
·
|
Experience
with accounting rules and practices;
and
|
·
|
The
desire to balance the benefit of continuity with the periodic injection of
the fresh perspective provided by new Board
members.
|
(1) |
Effective
January 17, 2008, Ms. Jan Wallace resigned from all positions as an
officer of our company. Ms. Wallace did not obtain any payment for her
services in 2007; all such monies noted in “salary” were accrued by the
company as debt and subsequently discharged under chapter 11 of the United
States Bankruptcy Code.
|
(2) |
Mr.
Johal did not obtain any payment for his services in 2007; all such monies
noted in “salary” were accrued by the company as debt. Mr. Johal received
$15,000 in total compensation in 2008, all received prior to the filing of
our proceeding under chapter 11 of the U.S. Bankruptcy Code. Upon the
closing of the Share Exchange, Mr. Johal resigned as our director and from
all named executive officer
positions.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
Robert
Saucier, CEO, CFO, President, Director
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
William
O’Hara, COO
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Munjit
Johal, former CFO, CEO, President, and Director
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Jan
Wallace, former President and CEO
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
DIRECTOR
COMPENSATION
|
|||||||
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Robert
Saucier
|
30,000
|
0
|
0
|
0
|
0
|
0
|
30,000
|
Munjit
Johal
(former
director)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Title
of class
|
Name
and address
of
beneficial owner
(1)
|
Amount
of
beneficial
ownership
|
Percent
of
class
|
Executive
Officers & Directors:
|
|||
Common
|
Triangulum
Partners, LLC
(2)
6980
O’Bannon Drive
Las
Vegas, Nevada 89117
Beneficial
owner: Robert Saucier
|
25,000,000
|
86.21%
|
Total
of All Directors and Executive Officers:
|
25,000,000
Shares
|
86.21%
|
|
More
Than 5% Beneficial Owners:
|
|||
None.
|
(1) |
As
used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such date.
|
(2) |
Mr.
Robert Saucier, our CEO, CFO, President, and Director, is the Manager of
Triangulum Partners, LLC. In that capacity, he is able to
direct voting and investment decisions regarding the entity’s shares of
common stock.
|
1.
|
The
number of shares constituting that series and the distinctive designation
of that series, which may be by distinguishing number, letter or
title;
|
2.
|
The
dividend rate on the shares of that series, whether dividends will be
cumulative, and if so, from which date(s), and the relative rights of
priority, if any, of payment of dividends on shares of that
series;
|
3.
|
Whether
that series will have voting rights, in addition to the voting rights
provided by law, and, if so, the terms of such voting
rights;
|
4.
|
Whether
that series will have conversion privileges, and, if so, the terms and
conditions of such conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors
determines;
|
5.
|
Whether
or not the shares of that series will be redeemable, and, if so, the terms
and conditions of such redemption, including the date or date upon or
after which they are redeemable, and the amount per share payable in case
of redemption, which amount may vary under different conditions and at
different redemption dates;
|
6.
|
Whether
that series will have a sinking fund for the redemption or purchase of
shares of that series, and, if so, the terms and amount of such sinking
fund;
|
7.
|
The
rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation, and
the relative rights of priority, if any, of payment of shares of that
series;
|
8.
|
Any
other relative rights, preferences and limitations of that
series
|
1.
|
a
willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a material conflict of
interest;
|
2.
|
a
violation of criminal law (unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was
unlawful);
|
3.
|
a
transaction from which the director derived an improper personal profit;
and
|
4.
|
willful
misconduct.
|
1.
|
such
indemnification is expressly required to be made by
law;
|
2.
|
the
proceeding was authorized by our Board of
Directors;
|
3.
|
such
indemnification is provided by us, in our sole discretion, pursuant to the
powers vested us under Nevada law;
or;
|
4.
|
such
indemnification is required to be made pursuant to the
bylaws.
|
Exhibit
No
.
|
Description
|
Date: February 13,
2009
|
Secured
Diversified Investment, Ltd.
|
By: /s/
Robert
Saucier
|
|
Robert
Saucier
|
|
President
and CEO
|
ARTICLE
I
DEFINITIONS
|
||
Section
1.1
|
Definitions
|
1
|
ARTICLE
II
THE EXCHANGE
|
1
|
|
Section
2.1
|
Share Exchange
|
6
|
Section
2.2
|
Effective Time
|
6
|
Section
2.3
|
Articles of Incorporation,
etc.
|
6
|
Section
2.4
|
Effects of Exchange
|
6
|
Section
2.5
|
Closing
|
7
|
Section
2.6
|
Tax-Free Exchange
|
7
|
ARTICLE
III
EXCHANGE CONSIDERATION; CONVERSION AND
EXCHANGE OF SECURITIES
|
7
|
|
Section
3.1
|
Manner and Basis of Converting and Exchanging
Capital Stock
|
7
|
Section
3.2
|
Surrender and Exchange of
Certificates
|
7
|
Section
3.3
|
Options, Warrants
|
8
|
Section
3.4
|
Galaxy Common Stock
|
10
|
ARTICLE
IV
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY
|
10
|
|
Section
4.1
|
Organization
|
10
|
Section
4.2
|
Authorization; Validity of
Agreement
|
11
|
Section
4.3
|
Confirmation of Company Chapter 11 Plan
Required
|
11
|
Section
4.4
|
Consents and Approvals; No
Violations
|
11
|
Section
4.5
|
Financial Statements
|
11
|
Section
4.6
|
No Undisclosed Liabilities
|
12
|
Section
4.7
|
Changes
|
12
|
Section
4.8
|
Litigation
|
12
|
Section
4.9
|
No Default; Compliance with Applicable
Laws
|
13
|
Section
4.10
|
Broker’s and Finder’s Fees
|
13
|
Section
4.11
|
Contracts
|
13
|
Section
4.12
|
Tax Returns and Audits
|
13
|
Section
4.13
|
Patents and Other Intangible
Assets
|
14
|
Section
4.14
|
Employee Benefit Plans;
ERISA
|
14
|
Section
4.15
|
Title to Property and
Encumbrances
|
15
|
Section
4.16
|
Condition of Properties
|
15
|
Section
4.17
|
Insurance Coverage
|
16
|
Section
4.18
|
Environmental Matters
|
16
|
Section
4.19
|
Disclosure
|
16
|
Section
4.20
|
Validity of Shares
|
17
|
Section
4.21
|
SEC Reporting and
Compliance
|
17
|
Section
4.22
|
No General Solicitation
|
17
|
ARTICLE
V
REPRESENTATIONS AND WARRANTIES OF
GALAXY
|
18
|
|
Section
5.1
|
Organization
|
|
Section
5.2
|
Authorization; Validity of
Agreement
|
18
|
Section
5.3
|
Consents and Approvals; No
Violations
|
18
|
Section
5.5
|
No Default; Compliance with Applicable
Laws
|
19
|
Section
5.6
|
Broker’s and Finder’s Fees; Broker/Dealer
Ownership
|
19
|
Section
5.7
|
Capitalization of Galaxy
|
19
|
Section
5.8
|
Financial Statements
|
19
|
Section
5.9
|
No Undisclosed Liabilities
|
20
|
Section
5.10
|
Tax Returns and Audits
|
21
|
Section
5.11
|
Employee Benefit Plans;
ERISA
|
21
|
Section
5.12
|
Interested Party
Transactions
|
21
|
Section
5.13
|
Questionable Payments
|
21
|
Section
5.14
|
Obligations to or by
Stockholders
|
22
|
Section
5.15
|
Schedule of Assets and
Contracts
|
22
|
Section
5.16
|
Environmental Matters
|
22
|
Section
5.17
|
Employees
|
23
|
Section
5.18
|
Title to Property and
Encumbrances
|
23
|
Section
5.19
|
Condition of Properties
|
23
|
Section
5.20
|
Insurance Coverage
|
24
|
Section
5.21
|
Disclosure
|
24
|
24
|
||
ARTICLE
VI
CONDUCT OF BUSINESSES PENDING THE
EXCHANGE
|
||
Section
6.1
|
Conduct of Business by the Company Pending the
Exchange
|
24
|
Section
6.2
|
Conduct of Business by Galaxy Pending the Exchange
|
24
|
ARTICLE
VII
ADDITIONAL
AGREEMENTS
|
25
|
|
Section
7.1
|
Access and Information
|
26
|
Section
7.2
|
Additional Agreements
|
26
|
Section
7.3
|
Publicity
|
26
|
Section
7.4
|
Appointment of Directors
|
27
|
ARTICLE
VIII
CONDITIONS OF PARTIES’
OBLIGATIONS
|
27
|
|
Section
8.1
|
Company Obligations
|
27
|
Section
8.2
|
Galaxy Obligations
|
27
|
ARTICLE
IX
INDEMNIFICATION AND RELATED
MATTERS
|
28
|
|
Section
9.1
|
Indemnification by Galaxy
|
29
|
Section
9.2
|
Survival
|
29
|
Section
9.3
|
Time Limitations
|
30
|
Section
9.4
|
Limitation on Liability
|
30
|
Section
9.5
|
Notice of Claims
|
30
|
ARTICLE
X
TERMINATION PRIOR TO
CLOSING
|
30
|
|
Section
10.1
|
Termination of Agreement
|
31
|
Section
10.2
|
Termination of Obligations
|
31
|
ARTICLE XI MISCELLANEOUS 31 | ||
Section
11.1
|
Amendments
.
|
31
|
Section
11.2
|
Notices
.
|
32
|
Section
11.3
|
Entire Agreement
.
|
32
|
Section
11.4
|
Expenses
.
|
32
|
Section
11.5
|
Severability
.
|
32
|
Section
11.6
|
Successors and Assigns;
Assignment
.
|
33
|
Section
11.7
|
No Third Party
Beneficiaries
.
|
33
|
Section
11.8
|
Counterparts; Delivery by
Facsimile
.
|
33
|
Section
11.9
|
Waiver
.
|
33
|
Section
11.10
|
No Constructive Waivers
.
|
33
|
Section
11.11
|
Further Assurances
.
|
34
|
Section
11.12
|
Recitals
.
|
34
|
Section
11.13
|
Headings
.
|
34
|
Section
11.14
|
Governing Law
.
|
34
|
Section
11.15
|
Dispute Resolution
.
|
34
|
Section
11.16
|
Interpretation
.
|
34
|
Exhibit
|
Description
|
Exhibit A
|
Articles
of Incorporation of the Company
|
Exhibit B
|
By-laws
of Company
|
Exhibit C
|
Officers
and Directors of the Company Pre-Effective Time and Post-Effective
Time
|
If
to Galaxy, to:
Galaxy
Gaming, Inc.
6980
O’Bannon Drive
Las
Vegas, NV 89117
|
|
If
to the Company, to:
|
|
Secured
Diversified Investment, Ltd.
3416
Via Lido, Suite F
Newport
Beach, CA 92263
|
COMPANY:
|
|||
SECURED
DIVERSIFIED INVESTMENT, LTD.
|
|||
By:
|
/s/
Munjit
Johal
|
||
Name:
|
Munjit
Johal
|
||
Title:
|
President
and CEO
|
||
GALAXY:
|
|||
GALAXY
GAMING, INC.
|
|||
By:
|
/s/
Robert
Saucier
|
||
Name:
|
Robert
Saucier
|
||
Title:
|
President
and CEO
|
Name
|
Office(s)
|
Munjit
Johal
|
President,
CEO, Secretary, Treasurer, CFO and
Director
|
Name
|
Office(s)
|
Robert
Saucier
|
President,
CEO, and Director
|
William
O’Hara
|
Chief
Operating Officer
|
In
re:
SECURED
DIVERSIFIED INVESTMENT, LTD.,
Debtor.
|
|
Case
No.: BK-S-08-16332-LBR
Chapter
11
ORDER
CONFIRMING JOINT PLAN OF
REORGANIZATION
|
Approved
|
Disapproved
|
No
Response
|
|
Anthony
F. Geraci, Esq.
Counsel
for Clifford Strand, Michael Strand, William Biddle, and Gernot
Trolf
|
X
|
||
Peter
Dubowsky, Esq.
Local
Counsel for Clifford Strand, Michael Strand, William Biddle, and Gernot
Trolf
|
X
(1)
|
(1) | Mr. Dubowsky’s office indicated that he is out of town and unable to respond during the week of Jan. 19-23. His co-counsel, Mr. Geraci, has approved of the form of order. |
In
re:
SECURED
DIVERSIFIED INVESTMENT, LTD.,
Debtor.
|
|
Case
No.: BK-S-08-16332-LBR
Chapter
11
JOINT PLAN OF
REORGANIZATION
|
|
Schedule 1 –
Litigation Claims
|
/s/
Munjit Johal
Munjit Johal,
President
|
·
|
Overseeing
that management has maintained the reliability and integrity of the
accounting policies and financial reporting and disclosure practices of
the Company;
|
·
|
Overseeing
that management has established and maintained processes to assure that an
adequate system of internal control is functioning within the
Company;
|
·
|
Overseeing
that management has established and maintained processes to assure
compliance by the Company with all applicable laws, regulations and
Company policy;
|
·
|
Overseeing
the selection, retention and activities of the Company’s independent
auditors and internal auditors, if
any.
|
Signature
of Officer:
|
/s/
Robert
Saucier
|
Name
of Officer:
|
Robert
Saucier
|
Position
of Officer:
|
President
|
O'Hara Employment
Agreement
|
|
Page 1 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Employment
Agreement
|
|
Page 2 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Employment
Agreement
|
|
Page 3 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
Month
|
Monthly
Salary
|
February
2008
|
$8000.00
pro-rata
|
March
2008
|
$8,000.00
|
April
2008
|
$8,500.00
|
May
2008
|
$9,000.00
|
June
2008
|
$9,500.00
|
July
2008
|
$10,000.00
|
August
2008
|
$10,500.00
|
September
2008
|
$11,000.00
|
October
2008
|
$11,500.00
|
November
2008 and thereafter
|
$12,000.00
|
O'Hara Employment
Agreement
|
|
Page 4 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
Month
Payable
|
Monthly
Gross Recurring Revenue Increase Incentive
|
February
and March 2008
|
No
Incentive payable
|
April
2008 based on increase inMarch 2008
|
15%
of Monthly Gross Recurring Revenue Increase
|
May
2008 based on increase in April 2008
|
15%
of Monthly Gross Recurring Revenue Increase
|
June
2008 based on increase in
May
2008
|
15%
of Monthly Gross Recurring Revenue Increase
|
July
2008 based on increase inJune 2008
|
12.5%
of Monthly Gross Recurring Revenue Increase
|
August
2008 based on increase in July 2008
|
12.5%
of Monthly Gross Recurring Revenue Increase
|
September
2008 based on increase in August 2008
|
12.5%
of Monthly Gross Recurring Revenue Increase
|
October
2008 based on increase in September 2008
|
10%
of Monthly Gross Recurring Revenue Increase
|
November
2008 based on increase in October 2008
|
1
0% of Monthly Gross Recurring Revenue Increase
|
December
2008 based on increase in November 2008
|
1
0% of Monthly Gross Recurring Revenue Increase
|
January
2008 and thereafter
|
10%
of Monthly Gross Recurring Revenue
Increase
|
(a)
|
If
the Company's monthly gross recurring revenue in March 2008 is $100,000
and in April 2008 is $110,000, Company would pay to Employee on May
20,2008 a Revenue Growth Incentive of $10,000.00 x 15% 0=
5;1500.00
|
(b)
|
If
the Company's monthly gross recurring revenue history is as
follows:
|
Month
|
Gross
Monthly Recurring Revenue
|
March
2008
|
$100,000
|
April
2008
|
$110,000
|
May
2008
|
$105,000
|
June
2008
|
$108,000
|
July
2008
|
$112,000
|
Date
|
Revenue
Growth Incentive
|
May
20,
2008
|
$10,000
(increase in April) x 15% = $1500
|
June 20, 2008
|
$0
monthly gross recurring revenue decreased in May
|
July
20, 2008
|
$0
monthly gross recurring revenue increased in June over May
but not over highest previous point which occurred in
April
|
August
20, 2008
|
$2,000
(increase in July over previous high in April) x 12.5% =
$250
|
O'Hara Employment
Agreement
|
|
Page 5of
13
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Employment
Agreement
|
|
Page 6 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Employment
Agreement
|
|
Page 7 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Employment
Agreement
|
|
Page 8 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Employment
Agreement
|
|
Page 9 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
If
to Employees:
|
William
E O'Hara
554
Eagle Perch Place
Henderson,
Nevada 89052
|
If
to Company:
|
Robert
Saucier President
Galaxy
Gaming, Inc.
6980
O'Bannon Drive
Las
Vegas, Nevada 89117
|
With
a copy to:
|
Stephen
Sanville
General
Counsel
Galaxy
Gaming, Inc. 69800'Bannon Drive
Las
Vegas, Nevada 89117
|
O'Hara Employment
Agreement
|
|
Page 10 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Employment
Agreement
|
|
Page 11 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Employment
Agreement
|
|
Page 12 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
WILLIAM
E. O’HARA
|
GALAXY
GAMING, INC.
|
/s/
William E.
O’Hara
|
/s/
Robert
Saucier
|
Signature
|
Robert
Saucier, President
|
O'Hara Employment
Agreement
|
|
Page 13 of
13
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Non-compete
Agreement
|
|
Page 1 of
6
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Non-compete
Agreement
|
|
Page 2 of
6
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Non-compete
Agreement
|
|
Page 3 of
6
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Non-compete
Agreement
|
|
Page 4 of
6
|
|
/s/
WO
|
|
Employee
Initial
|
O'Hara Non-compete
Agreement
|
|
Page 5 of
6
|
|
/s/
WO
|
|
Employee
Initial
|
Robert
S. Saucier
Galaxy
Gaming, Inc.
6980
O'Bannon Drive
Las
Vegas, Nevada 89117
|
|
and
to Employee at
|
|
William
E. O'Hara
554
Eagle Perch Place
Henderson,
Nevada 89012
|
WILLIAM
E. O’HARA
|
GALAXY
GAMING, INC.
|
/s/
William E.
O’Hara
|
/s/
Robert
Saucier
|
Signature
|
Robert
Saucier, President
|
O'Hara Non-compete
Agreement
|
|
Page 6 of
6
|
|
/s/
WO
|
|
Employee
Initial
|
Personal
Time Off
|
Section
125 Benefit Credit
|
|||||||
Hours
per Pay Period
|
Year
1
|
Year
2
|
Year
3
|
Year
1
|
Year
2
|
Year3
|
||
Level
5
|
Member
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Level
4
|
Sr.
Manager
|
5
|
6
|
7
|
8%
|
9%
|
10%
|
|
Level
3
|
Manager
|
4
|
5
|
6
|
7%
|
8%
|
9%
|
|
Level
2
|
Sr.
Administrative
|
3
|
4
|
5
|
6%
|
7%
|
8%
|
|
Level
1
|
Administrative
|
2
|
3
|
4
|
5%
|
6%
|
7%
|
|
|
|
|
||||||
Annual
Days
|
15
|
18
|
21
|
|||||
12
|
15
|
18
|
||||||
9
|
12
|
15
|
||||||
6
|
9
|
12
|
2007
|
2006
|
||||
ASSETS
|
|||||
Current
Assets
|
|||||
Cash
|
$ | 2,635 | $ | 7,492 | |
Accounts
Receivable, Net
|
253,689 | 84,419 | |||
Prepaid
Expenses and Taxes
|
101,471 | 70,075 | |||
Inventory
|
43,759 | 54,577 | |||
Deposits
|
0 | 30,000 | |||
Note
Receivable-Current Portion
|
55,245 | 0 | |||
Total
Current Assets
|
456,799 | 246,563 | |||
Property
and Equipment, Net
|
39,857 | 88,373 | |||
Other
Assets
|
|||||
Patents
and Trademarks, Net
|
140,967 | 140,967 | |||
Note
Receivable-Long Term
|
497,202 | 0 | |||
Total
Other Assets
|
638,169 | 140,967 | |||
TOTAL
ASSETS
|
$ | 1,134,825 | $ | 475,903 | |
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||
Current
Liabilities
|
|||||
Accounts
Payable
|
$ | 47,526 | $ | 244,239 | |
Due
to Related Parties
|
202,386 | 0 | |||
Accrued
Expenses and Taxes
|
115,412 | 36,094 | |||
Unearned
Income
|
149,615 | 22,884 | |||
Notes
Payable-Current Portion
|
20,365 | 0 | |||
Total
Current Liabilities
|
535,304 | 303,217 | |||
Long
Term Liabilities
|
|||||
Notes
Payable-Related Party
|
1,215,515 | 0 | |||
TOTAL
LIABILITIES
|
1,750,819 | 303,217 | |||
STOCKHOLDERS’
EQUITY (DEFICIT)
|
|||||
Common
Stock
|
10,000 | 0 | |||
Additional
Paid in Capital
|
125 | 0 | |||
Retained
Earnings (Deficit)
|
(626,119) | 172,686 | |||
TOTAL
STOCKHOLDERS’ EQUITY (DEFICIT)
|
(615,994) | 172,686 | |||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 1,134,825 | $ | 475,903 |
2007
|
2006
|
||||
Gross
Revenues
|
$ | 1,969,680 | $ | 2,106,013 | |
Cost
of Goods Sold
|
230,467 | 124,791 | |||
Gross
Profit
|
1,739,213 | 1,981,222 | |||
Operating
Expenses
|
1,822,866 | 2,093,988 | |||
Net
Operating Income (Loss)
|
(83,653) | (112,766) | |||
Other
Expenses
|
0 | (37,739) | |||
Net
(Loss) Before Income Taxes
|
(83,653) | (150,505) | |||
Provision
for Income Taxes
|
0 | (29,778) | |||
Net
(Loss)
|
$ | (83,653) | $ | (180,283) | |
Weighted
Average Number Of Shares Outstanding
|
10,000,000 | 0 | |||
Net
(Loss) Per Share
|
$ | (.01) | $ | (.00) |
Common
Stock
|
Additional
Paid
|
Retained
Earnings
|
|||||||||||
Shares
|
Amount
|
in
Capital
|
(Deficit
)
|
Total | |||||||||
Beginning
Balance,
January
1, 2006
|
$ | 0 | $ | 0 | $ | 352,969 | $ | 352,969 | |||||
Net
Loss for the
Year
Ended
December,
31, 2006
|
(180,283) | (180,283) | |||||||||||
Balance, December 31, 2006 | 0 | 0 | 172,686 | 172,686 | |||||||||
L.L.C. Adjustment | (172,686) | (172,686) | |||||||||||
Share Issuance |
10,000,000
|
10,000 | 125 | 0 | 10,125 | ||||||||
Dividend Distribution | (542,466) | (542,466) | |||||||||||
Net
Loss for
the
Year Ended
December
31, 2007
|
(83,653) | (83,653) | |||||||||||
Ending Balance, De cember 31, 2007 |
10,000,000
|
$ |
10,000
|
$ | 125 | $ | ( 626,119 ) | $ | (615,994) |
2007
|
2006
|
||||
Cash
Flows from Operating Activities:
|
|||||
Net
(Loss) for the Period
|
$ | (83,653) | $ | (180,283) | |
Adjustments
to Reconcile Net Loss to
Net Cash Used in
Operating Activities:
|
|||||
Depreciation
Expense
|
13,270 | 57,513 | |||
Provision
for Bad Debt
|
8,422 | 0 | |||
Other
Non-Cash Expenses
|
0 | 37,739 | |||
Changes
in Assets and Liabilities
|
|||||
(Increase)
in Accounts Receivable
|
(262,111) | (23,577) | |||
(Increase)
in Inventories
|
(43,759) | 0 | |||
(Increase)
Decrease in Prepaid Expenses and Taxes
|
(101,471) | 56,176 | |||
Decrease
in Security Deposits
|
0 | 93,357 | |||
Increase
in Accounts Payable
|
47,526 | 161 | |||
Increase
in Accrued Expenses and Taxes
|
115,411 | 13,166 | |||
Increase
(Decrease) in Unearned Income
|
149,615 | (26,679) | |||
Net
Cash Provided By (Used in) Operating Activities
|
(156,750) | 27,573 | |||
Cash
Flows from Investing Activities:
|
|||||
Acquisitions
of Property and Equipment
|
(53,127) | (6,536) | |||
Purchase
of Intangible Assets
|
(140,967) | 0 | |||
(Increase)
in Notes Receivable
|
(552,447) | 0 | |||
Net
Cash Used in Investing Activities
|
(746,541) | (6,536) | |||
Cash
Flows from Financing Activities:
|
|||||
Proceeds
from Long Term Debt
|
1,235,880 | 0 | |||
Increase
in Due to Related Parties
|
202,387 | 0 | |||
Proceeds
from Issuance of Common Stock, Net
|
10,125 | 0 | |||
Dividend
Distribution
|
(542,466) | 0 | |||
Decrease
in Member Capital
|
0 | (71,016) | |||
Decrease
in Notes Payable
|
0 | (4,665) | |||
Net
Cash Used in Financing Activities
|
905,926 | (75,681) | |||
Net
Increase (Decrease) in Cash and
Cash Equivalents
|
2,635 | (54,644) | |||
Cash
and Cash Equivalents – Beginning
|
0 | 62,136 | |||
Cash
and Cash Equivalents – Ending
|
$ | 2,635 | $ | 7,492 | |
Supplemental
Cash Flow Information:
|
|||||
Cash
Paid for Interest
|
$ | 0 | $ | 0 | |
Cash
Paid for Income Taxes
|
$ | 0 | $ | 0 |
Note 2:
Significant
Accounting Policies (continued)
|
|
|
Fair Value of
Financial Instruments
|
|
The
fair value of cash, accounts receivable and accounts payable approximates
the carrying amount of these financial instruments due to their short-term
nature. The fair value of long-term debt, which approximates its carrying
value, is based on current rates at which we could borrow funds with
similar remaining maturities.
|
|
Property and
Equipment
|
2007
|
2006
|
||||
Abyss
Group, LLC Agreement
|
$ | 552,447 | $ | 0 | |
Less:
Current Portion
|
(55,245) | 0 | |||
Long-Term
Note Receivable
|
$ | 497,202 | $ | 0 |
2007
|
2006
|
||||
Refundable
Canadian Withholding
|
$ | 43,702 | $ | 50,603 | |
Prepaid
IT System
|
26,481 | 0 | |||
Prepaid
Other
|
24,698 | 19,472 | |||
Total
Prepaid Expenses and Taxes
|
$ | 94,881 | $ | 70,075 |
2007
|
2006
|
||||
Building
Improvements
|
$ | 0 | $ | 36,973 | |
Computer
Equipment
|
22,918 | 11,760 | |||
Furniture
& Fixtures
|
19,889 | 75,244 | |||
Office
Equipment
|
10,320 | 0 | |||
Subtotal
|
53,127 | 123,977 | |||
Accumulated
Depreciation
|
(13,270) | (35,604) | |||
Property
and Equipment, Net
|
$ | 39,857 | $ | 88,373 |
Note
7:
Accrued Expenses and
Taxes
|
|
2007
|
2006
|
||||
Wages
and Related Costs
|
$ | 38,659 | $ | 18,377 | |
Accrued
Expenses and Taxes
|
66,827 | 13,049 | |||
Accrued
Royalties-Third Party
|
9,926 | 4,668 | |||
Accrued
Expenses and Taxes
|
$ | 115,412 | $ | 36,094 |
Note
8:
Long-Term Debt and
Pledged Asset
|
|
2007
|
2006
|
||||
GG,
LLC Agreement Principal Balance
|
$ | 1,235,880 | $ | 0 | |
Less:
Current Portion
|
(20,365) | 0 | |||
Long-Term
Debt
|
$ | 1,215,515 | $ | 0 |
Note
9:
Commitments and
Contingencies
|
2007
|
2006
|
||||
December
31, 2008
|
$ | 210,000 | $ | 0 | |
December
31, 2009
|
210,000 | 0 | |||
August
30, 2010
|
140,000 | 0 | |||
Total
Lease Obligation
|
$ | 560,000 | $ | 0 |
Note
9:
Commitments and
Contingencies (continued)
|
Note
13:
Related Party
Transactions
|
|
Note
13:
Related Party
Transactions (continued)
|
2007
|
||
Deferred
tax asset attributable to:
|
||
Net
operating loss carryover
|
$ | 28,442 |
Valuation
allowance
|
(28,442) | |
Net
deferred tax asset
|
$ | - |
2006
|
||
Loss
on the sale of Property and Equipment
|
$ | 17,510 |
Write
off of start-up costs
|
20,229 | |
Total
Other Expenses
|
$ | 37,739 |
As
of September
30,
2008
(unaudited)
|
As
of December
31,
2007
(audited)
|
||||
ASSETS
|
|||||
Current
Assets
|
|||||
Cash
|
$ | 19,902 | $ | 2,635 | |
Accounts
Receivable, Net
|
240,502 | 253,689 | |||
Prepaid
Expenses and Taxes
|
93,537 | 101,471 | |||
Inventory
|
48,376 | 43,759 | |||
Note
Receivable-Current Portion
|
55,245 | 55,245 | |||
Other
Assets
|
26,146 | 0 | |||
Total
Current Assets
|
483,708 | 456,799 | |||
Property
and Equipment, Net
|
30,198 | 39,857 | |||
Other
Assets
|
|||||
Patents
and Trademarks, Net
|
143,088 | 140,967 | |||
Note
Receivable-Long Term
|
455,769 | 497,202 | |||
Total
Other Assets
|
629,055 | 638,169 | |||
TOTAL
ASSETS
|
$ | 1,112,763 | $ | 1,134,825 | |
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|||||
Current
Liabilities
|
|||||
Accounts
Payable
|
$ | 184,933 | $ | 47,526 | |
Due
to Related Parties
|
408,713 | 202,386 | |||
Accrued
Expenses and Taxes
|
148,318 | 115,412 | |||
Unearned
Income
|
0 | 149,615 | |||
Notes
Payable-Current Portion
|
23,014 | 20,365 | |||
Total
Current Liabilities
|
764,978 | 535,304 | |||
Long
Term Liabilities
|
|||||
Notes
Payable-Related Party
|
1,197,837 | 1,215,515 | |||
TOTAL
LIABILITIES
|
1,962,815 | 1,750,819 | |||
STOCKHOLDERS’
DEFICIT
|
|||||
Common
Stock
|
10,000 | 10,000 | |||
Additional
Paid in Capital
|
125 | 125 | |||
Accumulated
Deficit
|
(860,177) | (626,119) | |||
TOTAL
STOCKHOLDERS’ DEFICIT
|
(850,052) | (615,994) | |||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 1,112,763 | $ | 1,134,825 |
Nine Months
|
Three Months
|
||||
Gross
Revenues
|
$ | 1,690,413 | $ | 552,301 | |
Cost
of Goods Sold
|
96,852 | 21,269 | |||
Gross
Profit
|
1,593,561 | 531,032 | |||
Operating
Expenses
|
1,743,813 | 562,512 | |||
Net
Operating Income (Loss)
|
(150,252) | (31,480) | |||
Other
Income (Expenses)
|
(83,806) | (32,267) | |||
Net
(Loss) Before Income Taxes
|
(234,058) | (63,747) | |||
Provision
for Income Taxes
|
0 | 0 | |||
Net
(Loss)
|
$ | (234,058) | $ | (63,747) | |
Weighted
Average Number Of Shares Outstanding
|
10,000,000 | 10,000,000 | |||
Net
(Loss) Per Share
|
$ | (.02) | $ | (.01) |
Common
Stock
|
Additional
Paid
|
Accumulated
Earnings
|
|||||||||||
Shares
|
Amount
|
in
Capital
|
(Deficit
)
|
Total | |||||||||
Beginning
Balance,
January
1, 2006
|
$ | 0 | $ | 0 | $ | 352,969 | $ | 352,969 | |||||
Net
Loss for the
Year
Ended
December,
31, 2006
|
(180,283) | (180,283) | |||||||||||
Balance, December 31, 2006 | 0 | 0 | 172,686 | 172,686 | |||||||||
L.L.C. Adjustment | (172,686) | (172,686) | |||||||||||
Share Issuance |
10,000,000
|
10,000 | 125 | 0 | 10,125 | ||||||||
Dividend Distribution | (542,466) | (542,466) | |||||||||||
Net
Loss for
the
Year Ended
December
31, 2007
|
(83,653) | (83,653) | |||||||||||
Ending Balance, De cember 31, 2007 |
10,000,000
|
$ |
10,000
|
$ | 125 | $ | ( 626,119 ) | $ | (615,994) | ||||
Net Loss For the Nine Months Ended September 30, 2008 | $ | 234,058 | (234,058) | ||||||||||
Cash
Flows from Operating Activities:
|
||
Net
(Loss) for the Period
|
$ | (234,058) |
Adjustments
to Reconcile Net Loss to Net Cash Used in Operating
Activities:
|
||
Depreciation
and Amortization Expense
|
17,908 | |
Provision
for Bad Debt
|
14,504 | |
Loss
on the Sale/Disposal of Assets
|
92 | |
Changes
in Assets and Liabilities
|
||
(Increase)
in Accounts Receivable
|
(2,337) | |
(Increase)
in Inventories
|
(4,617) | |
Decrease
in Prepaid Expenses and Taxes
|
7,934 | |
(Increase)
in Other Assets
|
(26,146) | |
Increase
in Accounts Payable
|
137,782 | |
Increase
in Accrued Expenses and Taxes
|
32,906 | |
Increase
(Decrease) in Unearned Income
|
(149,615) | |
Net
Cash Provided By (Used in) Operating Activities
|
(205,647) | |
Cash
Flows from Investing Activities:
|
||
Acquisitions
of Property and Equipment
|
(2,627) | |
Purchase
of Intangible Assets
|
(7,200) | |
Proceeds
from Notes Receivable
|
41,443 | |
Net
Cash Used in Investing Activities
|
31,616 | |
Cash
Flows from Financing Activities:
|
||
Proceeds
from Long Term Debt
|
0 | |
Payments
on Long Term Debt
|
(15,029) | |
Increase
in Due to Related Parties
|
206,327 | |
Net
Cash Used in Financing Activities
|
191,298 | |
Net
Increase in Cash and
Cash Equivalents
|
17,267 | |
Cash
and Cash Equivalents – Beginning
|
2,635 | |
Cash
and Cash Equivalents – Ending
|
$ | 19,902 |
Supplemental
Cash Flow Information:
|
||
Cash
Paid for Interest
|
$ | 0 |
Cash
Paid for Income Taxes
|
$ | 0 |
Note 2:
Significant
Accounting Policies (continued)
|
|
|
Fair Value of
Financial Instruments
|
|
The
fair value of cash, accounts receivable and accounts payable approximates
the carrying amount of these financial instruments due to their short-term
nature. The fair value of long-term debt, which approximates its carrying
value, is based on current rates at which we could borrow funds with
similar remaining maturities.
|
|
Property and
Equipment
|
Note
2:
Significant Accounting
Policies (continued)
|
Abyss
Group, LLC Agreement
|
$ | 511,014 |
Less:
Current Portion
|
(55,245) | |
Long-Term
Note Receivable
|
$ | 455,769 |
Refundable
Canadian Withholding
|
$ | 76,490 |
Prepaid
Insurance
|
1,946 | |
Prepaid
IT System
|
11,054 | |
Prepaid
Other
|
4,047 | |
Total
Prepaid Expenses and Taxes
|
$ | 93,537 |
Computer
Equipment
|
25,453 | |
Furniture
& Fixtures
|
19,889 | |
Office
Equipment
|
10,320 | |
Subtotal
|
55,662 | |
Accumulated
Depreciation
|
(25,464) | |
Property
and Equipment, Net
|
$ | 30,198 |
Note
7:
Long-Term Debt and
Pledged Asset
|
GG,
LLC Agreement Principal Balance
|
$ | 1,220,851 |
Less:
Current Portion
|
(23,014) | |
Long-Term
Debt
|
$ | 1,197,837 |
Note
9:
Commitments and
Contingencies
|
December
31, 2008
|
$ | 52,500 |
December
31, 2009
|
210,000 | |
August
30, 2010
|
140,000 | |
Total
Lease Obligation
|
$ | 402,500 |
Note
9:
Commitments and
Contingencies (continued)
|
Note
11:
Related Party
Transactions
|
Deferred
tax asset attributable to:
|
||
Net
operating loss carryover
|
$ | 108,022 |
Valuation
allowance
|
(108,022) | |
Net
deferred tax asset
|
$ | - |
ASSETS
|
Secured Diversified Investment,
Ltd.
|
Galaxy Gaming, Inc.
|
Pro Forma Adjustments
|
Total
|
||||||
Current
Assets
|
||||||||||
Cash
and cash equivalents
|
$ | 14,741 | $ | 19,902 | $ | 34,643 | ||||
Accounts
receivable, net
|
0 | 240,502 | 240,502 | |||||||
Prepaid
expenses and taxes
|
0 | 93,537 | 93,537 | |||||||
Inventory
|
0 | 48,376 | 48,376 | |||||||
Real
estate investments
|
150,000 | 0 | 150,000 | |||||||
Due
from related parties
|
0 | 26,146 | 26,146 | |||||||
Note
receivable - current portion
|
0 | 55,245 | 55,245 | |||||||
Total
Current Assets
|
164,741 | 483,708 | 648,449 | |||||||
Property
and Equipment, Net
|
0 | 30,198 | 30,198 | |||||||
Other
Assets
|
||||||||||
Patents
and trademarks, net
|
0 | 143,088 | 143,088 | |||||||
Note
receivable - long term
|
0 | 455,769 | 455,769 | |||||||
Total
Other Assets
|
0 | 598,857 | 598,857 | |||||||
TOTAL
ASSETS
|
$ | 164,741 | $ | 1,112,763 | $ | 1,277,504 | ||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||||
Current
Liabilities
|
||||||||||
Accounts
payable
|
$ | 348,499 | $ | 184,933 | (348,499) a | $ | 184,933 | |||
Accrued
expenses and taxes
|
334,844 | 148,318 | (334,844) a | 148,318 | ||||||
Due
to related parties
|
0 | 408,713 | 408,713 | |||||||
Notes
payable – current portion
|
0 | 23,014 | 23,014 | |||||||
Total
Current Liabilities
|
683,343 | 764,978 | 764,978 | |||||||
Long
Term Liabilities
|
||||||||||
Notes
payable
|
0 | 1,197,837 | 1,197,837 | |||||||
TOTAL
LIABILITIES
|
683,343 | 1,962,815 | 1,962,815 | |||||||
STOCKHOLDERS’
DEFICIT
|
||||||||||
Capital
stock
|
163 | 10,000 |
(163)
b
(10,000)
c
29,000
d
|
29,000 | ||||||
Unissued
shares
|
5,830 | 0 | (5,830) b | 0 | ||||||
Paid
in capital
|
8,818,647 | 125 |
(8,818,647)
b
(125)
c
145,866
d
|
145,866 | ||||||
Accumulated
deficit
|
(9,343,242) | (860,177) | 9,343,242 b | (860,177) | ||||||
TOTAL
STOCKHOLDERS’ DEFICIT
|
(518,602) | (850,052) | (685,311) | |||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY DEFICIT
|
$ | 164,741 | $ | 1,112,763 | $ | 1,277,504 |
Secured
Diversified Investment, Ltd.
|
Galaxy Gaming, Inc,
|
Pro Forma Adjustments
|
Totals
|
||||||
Gross
Revenues
|
$ | 0 | $ | 1,690,413 | $ | 1,690,413 | |||
Cost
of Goods Sold
|
0 | 96,852 | 96,852 | ||||||
Gross
Profit
|
0 | 1,593,561 | 1,593,561 | ||||||
Operating
Expenses
|
248,316 | 1,743,813 | 1,992,129 | ||||||
Operating
Loss
|
(248,316) | (150,252) | (398,568) | ||||||
Other
Income (Expense)
|
(71,668) | (83,806) | (155,474) | ||||||
Net
Loss Before Provision for Income Taxes
|
(319,984) | (234,058) | (554,042) | ||||||
Provision
for Income Taxes
|
0 | 0 | 0 | ||||||
Net
Loss
|
$ | (319,984) | $ | (234,058) | $ | (554,042) | |||
Weighted
Average Number Of Shares Outstanding
|
29,000,000 d | ||||||||
Net
Loss Per Share
|
$ | (0.02) |