This section should be read together with the consolidated financial statements
and related notes thereto, for the years ended
Liquidity, Capital Resources, and Financial Results
Overview
The Company's intent is and has been to construct a casino resort and other
amenities on the Property unilaterally or, in conjunction with one or more joint
venture partners. However, the Company has been unable to date, to obtain
financing to move the project forward and/or enter into a joint venture
partnership. Now, due to its lack of financial resources, the Company has been
forced to explore other alternatives, including a sale of part or all of the
Property. The Company's preference is to sell only part of the Property inasmuch
as this would appear to be in the best interest of the stockholders of the
Company. However, there can be no assurance the Company will be able to sell
only part of the Property. The Company intends to continue to pursue a joint
venture partnership and/or other financing while seeking a viable purchaser for
part or all of the Property. Thus, on
Liquidity
The Company has incurred continued losses over the years and certain conditions
raise substantial doubt about the Company's ability to continue as a going
concern. The Company has had no operations since it ended its gambling cruise
ship operations in 2000. Since that time, the Company has concentrated its
efforts on the development of its
Management of the Company believes it will be difficult to secure suitable
financing that would allow it to continue to pursue ultimate development of the
Property. Therefore, on
The above conditions raise substantial doubt about the Company's ability to continue as a going concern.
COVID-19
The Company had no casino or other operations in 2020 when COVID-19 surfaced. Therefore, the Company did not experience the adverse consequences that other casino companies experienced from COVID-19 based on their cessation of casino-related operations. However, as a result of COVID, the Company's sole employee, its President, was unable to travel domestically or internationally to meet with potential investors or potential joint venture partners or to meet with outside, independent contractors. The extent to which COVID-19 may have affected the market for financing new construction in the hospitality, hotel and casino industries given the impact of COVID-19 on this segment of the economy is unknown. The Company did not incur any extraordinary expenses as a result of COVID-19, nor did it obtain any loans under the CARES Act.
Financial Results and Analysis
As reflected in the accompanying consolidated financial statements, the Company recorded a net loss applicable to common shareholders of$1,377,616 for the year endingDecember 31, 2019 and a net loss applicable to common shareholders of$1,390,728 for the year endingDecember 31, 2018 , and expects continued losses for the foreseeable future. General and administrative expenses incurred totaled$652,882 and$643,269 for the years endingDecember 31, 2019 and 2018, respectively. The table below depicts the major categories comprising those expenses: December 31, December 31, DESCRIPTION 2019 2018 Payroll and Related Taxes$ 300,000 $ 300,000 Director Fees 90,000 85,000 Professional Fees 110,238 90,858 Rents and Insurances 76,159 76,448 Fines and Penalties 33,350 33,350 Appraisal fee - 33,750 Edgar Reporting Fees 2,440 2,440 All Other Expenses 40,695 21,423
Total General and Administrative Expenses
15
The amount reported as payroll includes amounts not actually paid to employees, but accrued and payable to employees. The Company accrued salary payable to only one employee in 2019, the President and CEO of the Registrant, who also served as a Director, Chief Financial Officer, Treasurer and Secretary of the Registrant and held various positions in the Registrant's subsidiaries.
Professional fees increased
During the year ended
Off-Balance Sheet Arrangements
Management Agreement
On
Brokerage Agreement
On
There are no other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to our stockholders.
Related Party
In July, 2017, the Chairman of the Board paid
Of particular note to those conditions is item (v) which calls for the Chairman to be indemnified for any loss sustained on the sale of certain common stock sold to cover the property taxes paid. The Chairman has identified the common stock sold and has provided the Company with the documentation required to document the sale of said stock and to calculate the contingent future loss, if any, on said stock.
Had the Company paid the note in full at
There are no other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to our stockholders.
16 Critical Accounting Policies Estimates
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in
Impairment of Long-Lived Assets
The Company reviews long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the assets to the estimated undiscounted future cash flows projected to be generated by the assets. If such assets are considered impaired, the impairment to be recognized is measured by the amount the carrying value exceeds the fair value of such assets determined by appraisal, discounted cash flow projections, or other means.
Fair Value Measurements
The Company follows the provisions of ASC Topic 820 "Fair Value Measurements" for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. The standard discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The standard utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Input other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable input that reflects management's own assumptions.
The fair value measurement of the derivative indemnification liability at
Stock-Based Compensation Expense
In determining the fair value of options and warrants granted or modified, the Company uses the Black-Scholes option-pricing model, consistent with the provisions of ASC Topic 718. Valuations are determined using the weighted-average assumptions of dividend yield, expected volatility and risk-free interest rates.
Option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. The Company uses projected volatility rates, which are based upon historical volatility rates, trended into future years. Because the Company's employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the Company's options.
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