AGEL - AngelCiti Entertainment Inc.
PEMBROKE PINES, Fla., July 5 /PRNewswire-FirstCall/ -- AngelCiti
Entertainment, Inc. (OTC Bulletin Board: AGEL) announced that it has selected
XactMail a service of Venture Direct Worldwide as a key advertising partner
for targeting online gamblers for marketing its online casino licensees.
The initial campaign will focus on XactMail's Gambling Selex. Gambling
Selex combines all of the opt-in registrants in the XactMail database who have
selected gambling and online gaming as primary interest categories, into one,
broad-based file of the most current, responsive online consumers available.
These gamblers have an interest in all types of gambling, from slots to Black
Jack and various online gaming activities.
"We anticipate some very positive results from this relationship,"
remarked AngelCiti president George Gutierrez. "AngelCiti will be testing the
initial trial offer to 375,000 gamblers online. We anticipate rapidly growing
our overall player base based upon XactMail's historic 2-5% response rate."
Gambling Selex offers detailed income level and marital status selections,
as well as age and gender selects. Gambling Selex allows marketers to target
consumers across multiple, brand-name lists, all at one time -- for cost-
effective tests and maximum roll-out potential. Not surprisingly, response
rates reported by XactMail are higher with greater selectability -- often 5-
10% higher than direct mail or banner advertising. Response is tracked and
reported to both advertisers and e-mail list owners, allowing advertisers to
accurately measure results and test different variables. The XactMail Network
employs state-of-the-art technology to correct bad e-mail addresses and
immediately remove users who choose to opt-out.
The Industry
A Bear Stearns report for the industry pegged annual revenue at
$4.2 billion for 2003, while Christiansen Capital Advisors predicts a slightly
more rosy picture pointing to an estimated $4.5 billion in revenue for
calendar year 2002, saying 2005 revenue could exceed $10 billion.
PokerPulse.com estimates that approximately $46,237,221 is wagered at online
poker sites during any given 24 hour period.
The Company
AngelCiti's wholly owned subsidiary Worldwide Management provides gaming
software to numerous online casinos including SharkCasino.com, SharkPoker.com
and TheHouseWins.com, and currently services casinos in English, Spanish,
German, Chinese and Japanese and provides software for the online poker site
Sharkpoker.com.
About Venture Direct Worldwide
Venture Direct Worldwide (www.venturedirect.com ) is a Manhattan-based
marketing company with five integrated divisions, all focused on measurable,
ROI-based advertising and marketing.
Contact:
AngelCiti Entertainment, Inc.
Evelyn Fallas 800/908-9574
Evelyn@angelciti.com
SOURCE AngelCiti Entertainment, Inc.
-0- 07/05/2004
/CONTACT: Evelyn Fallas of AngelCiti Entertainment, Inc.,
+1-800-908-9574, or Evelyn@angelciti.com /
/Web site: http://www.angelciti.com
http://www.venturedirect.com /
(AGEL)
CO: AngelCiti Entertainment, Inc.; Venture Direct Worldwide
ST: Florida, New York
IN: CNO OTC CPR MLM ADV STW
SU:
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AngelCiti Acquires CityPoker.com to Spearhead Online Poker Operations
Thursday June 24, 6:00 am ET
PEMBROKE PINES, Fla., June 24, 2004 (PRIMEZONE) -- AngelCiti Entertainment, Inc. (OTC BB:AGEL.OB - News) announced that it has purchased CityPoker.com to spearhead its online poker operations. CityPoker.com will be spun off into AngelCiti's recently purchased Midas Entertainment subsidiary, which will soon be trading under its own ticker symbol. Midas Entertainment is pursuing some attractive financing and strategic alliance opportunities, which should further enhance the value of the transaction.
While online gaming itself continues to grow at a dramatic pace, the online poker industry has grown over 700% in the past year according to statistics provided by PokerPulse.com, with billions of dollars to be wagered at online poker websites this year.
``The company's strategic vision continues to unfold with our acquisition of a world-class website from which to promote our online poker operations,'' remarked AngelCiti president George Gutierrez. ``CityPoker.com should provide a great deal more traction as we continue to promote and market our online gaming properties. We anticipate beginning a heavy marketing campaign into the fall season, when online gaming traditionally begins to pick up dramatically.''
Poker's tremendous growth and attraction has been evidenced by such show's as Celebrity Poker and the Travel Channel's 13-week WORLD POKER TOUR series, which was a huge ratings success on television, quickly becoming the highest-rated programming on that network in 2003. Last year's World Series of Poker attracted a record 839 players and $2.5 million was won by a player who qualified by winning an online tournament at PokerStars.com. The 2004 winner of the World Series of Poker walked away with a world record prize of over $5 million, out of $49 million in total prizes, more than doubling the prize values awarded in 2003. The 2004 tournament also logged a record number of players from around the world. Movie star Ben Affleck recently won $356,400 at a Commerce Casino poker tournament that earned him a seat in next year's World Poker Tour Championship.
The Industry
A Bear Stearns report for the industry pegged annual revenue at $4.2 billion for 2003, while Christiansen Capital Advisors predicts a slightly more rosy picture pointing to an estimated $4.5 billion in revenue for calendar year 2002, saying 2005 revenue could exceed $10 billion. PokerPulse.com estimates that approximately $46,237,221 is wagered at online poker sites during any given 24 hour period.
The Company
AngelCiti's wholly owned subsidiary Worldwide Management provides gaming software to numerous online casinos including SharkCasino.com, SharkPoker.com and TheHouseWins.com, and currently services casinos in English, Spanish, German, Chinese and Japanese and provides software for the online poker site Sharkpoker.com.
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AngelCiti's Double Digit Yearly Gain Continues
Tuesday June 15, 4:21 pm ET
PEMBROKE PINES, Fla., June 15, 2004 (PRIMEZONE) -- AngelCiti Entertainment's (OTC BB:AGEL.OB - News) wholly owned subsidiary, Worldwide Management, announced that it had a gross win of more than $809,000 in the first five months of 2004 on a net handle of more than $18 million, continuing AngelCiti's double-digit expansion over 2003.
``AngelCiti continues to emphasize expansion of core operations even as we expand into other market areas,'' remarked AngelCiti president George Gutierrez. ``This continued growth, combined with our ongoing developments into online poker software, should increase the company's profitability and make the capital markets take notice of what we consider our undervalued stock price, as evidenced by management's recent acquisition of a controlling stake in the company.''
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AngelCiti to Purchase Midas Entertainment, Inc.
Monday June 14, 4:00 pm ET
PEMBROKE PINES, Fla., June 14, 2004 (PRIMEZONE) -- AngelCiti Entertainment, Inc. (OTC BB:AGEL.OB - News) announced that it has entered into an agreement to purchase control of Midas Entertainment, Inc., a publicly traded company, for the spin off of its online poker operations. Midas will have an independent management team dedicated to growth and operations of the company. The online poker industry has grown over 700% in the past year according to statistics provided by PokerPulse.com, with billions of dollars to be wagered at online poker websites this year.
``This is the first step in fully separating the Company's two distinct businesses,'' remarked AngelCiti president George Gutierrez. ``The Company is close to finalizing material financing dedicated to the growth and development of the online poker company, which has proven attractive to investors given poker's astounding popularity. Midas will begin a major marketing campaign this fall to capitalize on the peak months for online gaming to significantly grow the company's presence. Management anticipates that Midas Entertainment will generate millions of dollars in revenues over the next 12 months as a stand alone company, materially enhancing AngelCiti's market value and market exposure.''
The Travel Channel's 13-week WORLD POKER TOUR series in 2003 was a huge ratings success on television, quickly becoming the highest-rated programming on the network, highlighting poker's growth and popularity. The show captivated many of the nation's 50 million poker enthusiasts. Last year's World Series of Poker attracted a record 839 players and $2.5 million was won by a player who qualified by winning an online tournament at PokerStars.com. The 2004 winner of the World Series of Poker walked away with a world record prize of over $5 million, out of $49 million in total prizes, more than doubling the prize values awarded in 2003. The 2004 tournament also logged a record number of players from around the world.
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AngelCiti Management Acquires a Controlling Stake in the Company
Tuesday June 8, 7:00 am ET
PEMBROKE PINES, Fla., June 8, 2004 (PRIMEZONE) -- AngelCiti Entertainment, Inc. (OTC BB:AGEL.OB - News) announced that management has acquired a controlling stake in the company, previously owned by an investment group. AngelCiti management paid cash and gave up equity it owned in the investment group in order to consummate the transaction.
``We strongly believe in the growth and development of the company and have aligned our interests with those of the shareholders,'' stated AngelCiti president George Gutierrez. ``This measure affirms our conviction in the future of this company and we look forward to making it achieve its full potential.''
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AngelCiti's Net Win Up Over 76 Percent During Initial Four Months of 2004
Tuesday May 25, 8:00 am ET
PEMBROKE PINES, Fla., May 25, 2004 (PRIMEZONE) -- AngelCiti Entertainment's (OTC BB:AGEL.OB - News) wholly owned subsidiary, Worldwide Management, announced that it had a gross win of $673,996 in the initial four months of 2004 on a net handle of $15.77 million. AngelCiti's gross win is up over 76% as compared to $382,211 gross win for the initial four months 2004.
``AngelCiti's core online casino software business continues to improve as we push forward with our online poker initiative,'' stated AngelCiti president George Gutierrez. ``We anticipate providing further details on the online poker spin-off in the near future as new developments come to fruition.''
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Form 10QSB for ANGELCITI ENTERTAINMENT INC FL
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17-May-2004
Quarterly Report
Item 2. Management's Discussion and Analysis or Plan of Operation.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINCNAIAL CONDITION AND
RESULTS OF OPERATION
In January of 2003, we purchased all of the shares of Worldwide Management, SA("Worldwide"). Worldwide commenced its operations in May of 2002 as awholly-owned subsidiary of another entity. Worldwide had become our soleoperating business, as our previously formulated business plan had beenabandoned and all previously conducted operations have been discontinued.Previous reports that we have filed with the United States Securities andExchange Commission ("SEC") had been presented comparing our operations on aconsolidated basis with the operations of our operating subsidiary alone. ThisReport marks the first time that our consolidated operations are being presentedon a year to year basis.
For the three months ending March 31, 2004, we processed $11,883,387 in gamingtransactions, as contrasted with gaming transactions of $16,704,023 for the sameperiod of last year. Despite the 29% year-to-year drop in processed gamingtransactions, our net casino revenues decreased only 3.5%, to $314,122, for thethree months ending March 31, 2004 from $325,530 for the same period of lastyear. While a lower dollar amount of transactions were processed on a year toyear basis, our overall win percentage improved. This relationship is reflectedin our net casino revenue to handle ratio, which increased significantly toapproximately 2.64% for the first calendar quarter of this year fromapproximately 1.95% for the first calendar quarter of the last calendar year.While we are pleased with the year to year growth in our net casino revenue tohandle ratio, we can never be assured that such growth will continue, as pastperformance and trends can never serve as an indication of our futureperformance, given the many risks facing our operations. These risks include,but are not limited to, risks associated with the governmental regulation of ouroperations and the fierce competition that we face.
Our revenues are generated as a result of an agreement that provides for ouradministration of the online casino owned by Equivest Opportunity Fund, anunrelated third party ("Equivest"), and the sub-licensing of gaming software toEquivest. Pursuant to this agreement, we receive a fee based upon the revenuegenerated by the casino's online play. We, in turn, pay out a percentage of thatfee to our software provider/licensor. We are not actively pursuing other onlinecasino customers. Rather, we are directing our efforts towards the direction ofadditional players to Equivest's on-line casino site. The agreement that we havewith Equivest provides for us to earn revenues based upon a percentage ofEquivest's net casino winnings. Our revenue stream is therefore generallydependent upon the success of Equivest's online casino operations and, morespecifically, on its ability to get paid by the customers that place wagers withits on-line casino. Our overall success and viability are therefore directlydependent upon the success of Equivest and its gaming website. The cessation ofEquivest's on-line casino operations would eliminate our sole source ofrevenues.
The principal software product that we sub-license is an on-line gaming productowned by Real Time Gaming ("RTG"). We sub-license this product pursuant to arenewable one-year software license agreement entered into with MontanaOverseas, SA ("Montana"), RTG's licensing agent. Given our lack of funding tocover the high cost of developing and maintaining our own proprietary softwareand fierce competition among software developers, which we believe has led tomore reasonable pricing and terms, we do not have any immediate plan to developour own proprietary software. The incorporation of new sublicensed products intoour operations could also require a significant amount of time and funding. Wecannot be certain that we will ever have the staff or resources needed todevelop proprietary software or incorporate new sub-licensed products into ouroperations in the future. Until we have the resources and staffing necessary todevelop proprietary gaming software or incorporate other licensed products intoour operations, we will remain dependant upon the success and ongoing viabilityof Montana and the RTG Software.
We have never operated at a profit. Despite the increase in our net casinorevenue to handle ratio, our net casino revenue decreased to $314,122 for thethree months ending March 31, 2004 from $325,530 for the same period of 2003.Despite the decrease in our net casino revenue, our operating losses decreasedto $99,349 for the three months ending March 31, 2004 from $123,753 for thethree months ending March 31, 2003 as a result of the improved management of ourongoing expenses.
Our marketing, advertising and commission expenses decreased approximately 50%to $54,948 for the three months ending March 31, 2004 from $109,402 for thethree months ending March 31, 2003. Our amortization and depreciation expensedecreased significantly to $1,400 for the three month period ending March 31,2004 from $15,026 for the same period of the prior year, as we are no longeramortizing the gaming software that we utilize. Our rent expense and general andadministrative expenses decreased significantly to $1,685 and $129,958,respectively, for the three months ending March 31, 2004 from $20,775 and$165,895, respectively, for the same period of last year, reflecting the revisedterms of our Sublease and Services Agreement with our Landlord. Consulting feesdecreased to $15,000 for the three months ending March 31, 2004 from $29,400 forthe same period of the prior year. Consulting fees for the current quarter werelimited to $15,000 of fees paid to Lawrence Hartman, Chief Executive Officer ofOmega Ventures, Inc. ("Omega"), and did not include consulting fees that hadpreviously been paid in connection with financial consulting or investorrelations. We intend to continue to pay consulting fees to Mr. Hartman forservices that he renders to us through the end of this calendar year and maycontinue to do so thereafter. As we are still dependent upon outside financingto remain in business, we may also retain the services of financial consultantsin the future and pay them consulting fees for their services. However, we haveno current plans to do so.
Despite the improved management of the foregoing expenses, our licensing androyalty expenses increased significantly to $130,129 for the three months endingMarch 31, 2004 from $53,356 for the same period of the prior year. The increasewas due, in part, from a revision in the terms of the licensing agreement withour software provider that became effective in May of last year, which increasedthe minimum monthly royalty payments that we had to make. The revised agreement
provided for a portion of our royalty fees to be payable with our common stock.Said shares were purchased upon exercising immediately vesting stock options.The license and royalty expense incurred in the first three months of 2004included the recognition of $69,167 of deferred license fees that had been paidto our software licensor. No such deferred license fee was paid in the firstcalendar quarter of last year. We are obligated to pay our software licensor onemore license fee installment of $69,167 in July of 2004.
Worldwide, our wholly owned subsidiary, subleases office space pursuant to aCommercial Sublease and Services Agreement with Commercial LT Baroda, a companycontrolled by our two executive officers ("Baroda"). Pursuant to this agreement,Baroda allows us to utilize space in Canada to house our servers, provides uswith telephone, bandwidth, personnel, accounting, human resources, licensing andother services needed for us to sustain our business. While we feel that wewould be able to find and lease substitute office space should such a needarise, it is unlikely that we would find a landlord willing to provide the spaceand services provided to us by Baroda. As a result, our operations are dependentupon the ongoing success and viability of Baroda.
Government Regulation
Online casino operations are generally subject to applicable laws in thejurisdictions in which they offer services. As the winnings of Equivest's onlinecasino operations represent our sole source of revenues, such regulations canand do have a material effect on our operations. Moreover, given the nature ofour operations, we may be directly subject to such regulation as well.
While some jurisdictions have attempted to restrict or prohibit Internet gaming,other jurisdictions, such as several Caribbean countries, Australia and certainNative American territories, have taken the position that Internet gaming islegal and/or have adopted or are in the process of reviewing legislation toregulate Internet gaming. As companies and consumers involved in Internet gamingare located around the globe, there is uncertainty regarding exactly whichgovernment has jurisdiction or authority to regulate or legislate with respectto various aspects of the industry. Furthermore, it may be difficult to identifyor differentiate gaming-related transactions from other Internet activities andlink those transactions to specific users, in turn making enforcement oflegislation aimed at restricting Internet gaming activities difficult. Theuncertainty surrounding the regulation of Internet gaming could have a materialadverse effect on the business, revenues, operating results and financialcondition of our customers and us.
On March 8, 2001, the government of the United Kingdom ("UK") announced thateffective January 1, 2001, the current 6.75% "betting duty" that it passed ontoa player, and 9% "total betting duty" would be eliminated. The UK governmentbelieved that this tax reform was necessary for UK companies to compete with theoffshore market, which already offers bettors "duty free" gambling, and to helpregulate the UK bookmaking industry. The reform is also intended to bring homemajor UK bookmakers who have fled to offshore tax havens such as Gibraltar,Malta, Antigua and Alderney. As a result of this legislation, a UK governmentissued "Bookmakers Permit" is required to accept wagers and UK based bookmakersmay now operate Internet bookmaking websites without collecting the betting
duty. These reforms are expected to make the UK a significant hub of gaming. Itis anticipated that their official entry into online gaming could put pressureon the United States and other governments towards regulating the industry.
In the future, governments in the United States or other jurisdictions may adoptlegislation that restricts or prohibits Internet gambling. We feel that there islittle legal guidance that can be offered with respect to the regulation ofonline casinos. A Federal court case in Louisiana ruled that online casinos arenot violative of federal law. This ruling was upheld on appeal. After severalunsuccessful attempts in 1998, the United States Senate passed a bill intendedto prohibit and criminalize Internet gambling (other than certain stateregulated industries) in November 1999. A similar bill failed to pass the Houseof Representatives. In 2002, Senator Goodlatte sponsored a bill to prohibitonline gambling, which once again did not pass through Congress. A similar billdesigned to make processing online gaming transactions a criminal offense waspassed by the US House of Representatives committee on Finance and is expectedto come to a full vote in the House. The United States Department of Justice hasexpressed certain reservations regarding some of the language and provisionscontained in the House Finance Committee Bill, which would still need to bereconciled with a related Senate Bill and subsequently signed by the Presidentbefore it could become law. No assurance can be given that such a bill will notultimately be enacted and become law. In addition, current U.S. federal andstate laws could be construed to prohibit or restrict online gaming and there isa risk that governmental authorities could view online casinos as havingviolated such laws. The government of Antigua has recently brought suit againstthe United States federal government in an effort to prevent legislation thatwould impact online gaming companies that operate out of Antigua. Several stateAttorneys General and court decisions have upheld the applicability of stateanti-gambling laws to Internet casino companies. Accordingly, there is a riskthat criminal or civil proceedings could be initiated in the United States orother jurisdictions against on-line casinos and/or their employees, and suchproceedings could involve substantial litigation expense, penalties, fines,diversion of the attention of key executives, injunctions or other prohibitionsbeing invoked against on-line casinos and/or their employees. Such proceedingscould have a material adverse effect on the business, revenues, operatingresults and financial condition of our customers and us. In addition, aselectronic commerce further develops, it too may be the subject of governmentregulation. Current laws, which pre-date or are incompatible with Internetelectronic commerce, may be enforced in a manner that restricts the electroniccommerce markets. Any such developments could have a material adverse effect onour business, revenues, operating results and financial condition as well as thebusiness, revenues, operating results and financial condition of our customers.We intend to minimize these potential legal risks by continuing to conduct ourInternet business from offshore locations that permit online gaming and byincreasing our marketing efforts in Asia and other foreign jurisdictions that wefeel are less inclined to impose adverse rules, regulations and laws. There isno assurance, however, that these efforts will be successful in mitigating thesubstantial legal risks and uncertainties associated with our Internet gamingrelated activities.
Worldwide is a licensor and developer of online gaming software and is anadministrator of the Equivest online casino websites. It does not own onlinecasinos. We do not believe that Worldwide's operations are subject toregulations or laws governing the online gaming industry. However, given
Worldwide's business relationship with Equivest, an owner of online casinos, noassurance can be given that any given jurisdiction will not take the positionthat we or Worldwide are subject to their regulations governing online gaming.Equivest, Worldwide's sole customer, owns online casinos that are subject to thelaws of Costa Rica, where recently enacted legislation now requires a gaminglicense as a condition of conducting business. Licensing fees are currentlyimposed on a one-time basis but renewals may be required on an annual or otherbasis in the future. In any event, licensing requirements within Costa Rica nowrepresent a significant increase in the cost of conducting online casinobusiness.
Although we believe that the operations of Worldwide do not require a gaminglicense, both Worldwide and Equivest currently operate their respectivebusinesses under the gaming license of Baroda, pursuant to the terms ofWorldwide's Commercial Sublease and Services Agreement with Baroda, as amended.Baroda is also engaged as an online gaming operator and is subject to thelicensing requirements imposed by the Costa Rican government. To the extent thatthe Costa Rican government determines that a gaming license is required forWorldwide to conduct its business, no assurance can be given that the CostaRican government will permit Worldwide to operate its business under theumbrella of Baroda's gaming license. Additionally, no assurance can be giventhat the Costa Rican government will permit Equivest to operate its businessunder the umbrella of Baroda's gaming license. Worldwide and/or Equivest may berequired to obtain a gaming license as a condition of doing business in CostaRica. Such a requirement could have a material adverse effect on our businessand the business of Equivest, and could result in the termination of Worldwide'sand Equivest's current operations.
LIQUIDITY AND CAPITAL RESOURCES
We have never operated at a profit. However, as of March 31, 2004, we had cashof $405,001 and had working capital of $326,675 at that date. As of December 31,2003, we had cash of $118,363 and had working capital of $23,590. Our improvedcash position and net capital resulted from the ongoing offshore sale of oursecurities as well as the reduction of our cash expenses. No assurance is giventhat we will be able to raise additional capital or maintain or reduce the levelof our cash expenses in the future.
While we strive to increase our operations and attain a level of profitability,we have been forced to rely on additional investment capital and loans fromaffiliates to remain in business. Towards this end, we have raised $1,157,316during the year ending December 31, 2003, net of commissions, pursuant to aRegulation S offering, during the course of which we sold 73,858,655 of our postsplit restricted common shares. From January 1, 2004 though March 31, 2004, wesold 27,807,792 of said shares and raised net proceeds of $318,215, afterdeducting all broker commissions and/or concessions.
Some shares that had been sold pursuant to this Regulation S offering carryregistration rights that require us to include all or a portion of these sharesin any registration statement that we file with the SEC under certaincircumstances. Additionally, throughout most of the year ending December 31,
2003, our operating losses had been funded by loans from Baroda. These loans hadbeen paid in full from proceeds raised from our ongoing Regulation S. Offering.No assurance can be given that Baroda will make loans to us in the future shouldwe need them.
Until we can sufficiently grow our business operations and generate additionalrevenues, we will continue to be dependent upon additional financings to remainin business. We have entered into various agreements that we hope will providefor our funding from domestic and/or foreign sources. These agreements generallyprovide for the payment of up-front expenses but do not provide for a firmcommitment to provide financing. As these agreements are entered into on a "bestefforts" basis, no assurance can be given that we will ever receive funding fromthe efforts of those parties with whom we have contracted. During the fourthcalendar quarter of 2003, we entered into a Loan and Security Agreement with anunrelated third party (the "Loan Agreement") that provides for a credit facilityof up to $2,430,000 that may be distributed in one or more draws. However, theLoan Agreement is entered into on a best efforts basis and the lender is notobligated to advance any funds to us. Moreover, we cannot be certain that thelender has available funds to loan us. Our obligations under the Loan Agreementare to be secured by 49,020 shares of our Series B Convertible Preferred shares.Upon the uncured default of our obligations to this lender, these shares, iffully converted into our common shares, would represent 1,176,480,000 of ourcommon shares and would provide the lender with voting control of our managementand of our business. As of the date of the Report we have not drawn any fundsagainst this credit facility and no shares have been delivered to this lender ascollateral.
The Loan Agreement, by its terms, prohibits us from issuing any additionalshares, including those that we have been issuing pursuant to our Regulation Soffering, without the lender's consent. The lender has verbally consented to thecontinuation of our ongoing Regulation S offering. However, until we receive itswritten consent, we are at risk that the lender may subsequently consider us indefault of the Loan Agreement.
The Loan Agreement requires us to, among other things, increase our authorizedcapital, register underlying common stock that would be issued to the lender inconnection with its exercise of certain warrants and pay the lender anorigination fee equal to 10% of each advanced draw. The foregoing terms arecostly and may have an adverse effect on our ability to repay the loan andprevent a change in control of our management. Moreover, the loan subjects us tocertain affirmative and negative covenants, which if violated, would give riseto our default and possible change in control.
Our success will ultimately be dependent upon our ability to generate sufficientcash flow to meet our obligations on a timely basis, as we cannot be certainthat we will be able to continue to raise funds in the debt or equities marketsat terms that are satisfactory to us. If we cannot generate sufficient cash flowor raise additional proceeds, we may be required to delay or scale back ouroperations, which could have a material adverse effect on our business,financial condition and results of operations.
We believe that we have sufficient cash on hand to remain in business over thenext six month period. While we are hopeful that our on-line gaming operations
will generate positive cash flow by the second half of 2004, we cannot becertain that we can attain profitability within this time frame, if at all. Tothe extent that we cannot do so, we will be required to rely upon funds that wehave raised, as well as additional financing to continue our operations. If thefunds that we have raised are exhausted before we attain a level of positivecash flow and we are not able to secure additional financing, we would be forcedto curtail or cease our operations.
FUTURE EXPENDITURES
We do not currently envision the purchase or sale of plant or significantequipment, have no plans to incur research and development costs and anticipatethat our staffing requirements will remain as they are.
Our future capital expenditures will depend upon our ability to generaterevenues or additional investment capital if our revenues are not sufficient.If, and to the extent that we are successful in generating net revenues orraising investment capital, our future expenditures will be applied towardssalaries for additional administrative and executive employees, softwareupgrades, marketing and advertising expenses and for general working capitalpurposes.
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Form 8-K for ANGELCITI ENTERTAINMENT INC /FL/
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20-Apr-2004
Changes in Control of Registrant
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Prior to April 15, 2004, Omega Ventures, Inc. ("Omega") owned 14,000 Series "A" Preferred Shares in AngelCiti Entertainment, Inc. (the "Company) and 9,613,904 common shares for voting control of approximately 46.3% of the voting shares in the Company. On April 15, 2004, in a private transaction between Omega Ventures, Inc. and Messrs. Dean Ward and George Gutierrez, Omega Ventures, Inc. sold 7,000 Series "A" Preferred Shares of the Company to Mr. Ward and 7,000 Series "A" Preferred Shares of the Company to Mr. Gutierrez. Subsequent to this transaction, Mr. Ward owns approximately 32.7% of the voting shares in the Company and Mr. Gutierrez owns approximately 32.5% of the voting shares in the Company.
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AngelCiti Records Third Consecutive Monthly Double Digit Gain
Tuesday April 6, 7:00 am ET
PEMBROKE PINES, Fla., April 6, 2004 (PRIMEZONE) -- AngelCiti Entertainment's (OTC BB:AGEL.OB - News) wholly owned subsidiary Worldwide Management announced that it had a gross win of $550,000 in the first quarter of 2004 on a net handle of $11.88 million and that net win in March 2004 was up 14.8% as compared to March 2003. This marks the third consecutive month in which Worldwide Management had a double-digit gain in net win as compared to 2003, with an overall improvement of 30.6% over 2003.
``We consider our performance impressive in 2004, particularly since February and March of last year were two of our better months,'' remarked AngelCiti president George Gutierrez. ``We continue to expand the play and user base of our games as we focus on overall growth and the results speak for themselves. We are excited and optimistic about the remainder of 2004.''
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AngelCiti Continues to Handily Exceed 2003; Results up 38% in 2004
Thursday April 1, 7:00 am ET
PEMBROKE PINES, Fla., April 1, 2004 (PRIMEZONE) -- AngelCiti Entertainment's (OTC BB:AGEL.OB - News) wholly owned subsidiary Worldwide Management announced that it had a gross win of over $393,000 in January and February 2004 on net handle of more than $8.3 million, up 38% in comparison to a net win of $284,878 in January and February 2003.
``Our results continue to improve dramatically as we grow the company,'' remarked AngelCiti president George Gutierrez. ``Furthermore, we are in the midst of pursuing some very interesting opportunities and will further advise our investors as we near completion on moving those initiatives forward.''
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U.S. Loss in WTO in Ruling Covering Online Gambling Could be a Boon to Online Gaming Companies
Monday March 29, 7:00 am ET
PEMBROKE PINES, Fla., March 29, 2004 (PRIMEZONE) -- AngelCiti Entertainment (OTC BB:AGEL.OB - News) noted that Antigua and Barbuda, the Caribbean island nation, has won a World Trade Organization ruling in a finding that U.S. legislation and policies attempting to criminalize online betting violates WTO commercial services accords.
According to the Las Vegas Sun, attorneys for the Antiguan government declined to comment on the ruling. Antigua-based Internet companies handle a quarter of online bets in a global industry worth $6.1 billion. The country has lost more than $90 million in income from the U.S. ban. About a sixth of the government's $200 million annual revenue comes from the Internet gambling industry, Sir Ronald Sanders, Antigua's ambassador to the WTO, said in a telephone interview from London. ``We lost many jobs as a result of the U.S. laws. This is justice done and a victory for the WTO dispute system,'' Sanders said. ``This proves that a small country like ours can take on a big nation and win.''
``We think that the implications of this ruling can enable us to more aggressively consider direct involvement in gaming operations and the acquisition of other online gaming companies,'' remarked AngelCiti president George Gutierrez, ``fueling our drive to greater development, growth and profitability.''
The complaint marks the first time a Caribbean country and any country with a population of less than 100,000 has taken a dispute to the WTO, he said. It's also one of few disputes to test the relatively new General Agreement on Trade in Services, one of three multilateral agreements that underpin the WTO, he said. Under the agreement, member countries have to make certain commitments to free trade. Though they didn't specifically endorse Internet gambling, the European Union, Canada, Japan, Mexico and Taiwan also filed briefs supporting some of the legal arguments made by Antigua in the dispute.
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