Dormant account
Dec 12, 2000
November 21, 2002

Quarterly Report (SEC form 10QSB)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of the financial condition and results of our operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this Form 10-QSB and Form 10-KSB for the year ended December 31, 2001. Except for the historical information contained herein, the discussion in this Form 10-QSB contains forward-looking statements that involve risks, uncertainties and assumptions such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-QSB should be read as being applicable to all related forward- looking statements wherever they appear in this document. The actual results, levels of activity, performance, achievements and prospects could differ materially from those discussed below. Factors that could cause or contribute to such differences include those discussed elsewhere in this Form 10-QSB.

Cautionary Statement Regarding Forward-Looking Information

This Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Form 10-Q contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements appear in a number of places in this Form 10-Q and include statements regarding the intent, belief or current expectations of the Company or its officers with respect to, among other things, the ability of the Company to make capital expenditures, the ability to incur additional debt, as necessary, to service and repay such debt, if any, as well as other factors that may effect the Company's financial condition or results of operations. Forward-looking statements may include, but are not limited to, projections of revenues, income or losses, capital expenditures, plans for future operations, financing needs or plans, compliance with covenants in loan agreements, plans for liquidation or sale of assets or businesses, plans relating to products or services of the Company, assessments of materiality, predictions of future events, and the ability to obtain additional financing, including the Company's ability to meet obligations as they become due, and other pending and possible litigation, as well as assumptions relating to the foregoing. All statements in this Form 10-Q regarding industry prospects and the Company's financial position are forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Business Overview

From 1996 through August 1998, we were considered a development stage company. On September 12, 1998, we launched the Link Removed ( Old/Invalid) Web site and began generating revenues.

We have incurred significant losses and negative cash flows from operations since inception due to the initial research, technology infrastructure development and start up costs associated with our former online gaming business. Our revenues are not sufficient to cover our expenses to date. In order to significantly increase revenues we were required to incur significant advertising and promotional expenses. We had anticipated additional revenues to occur. In anticipation of an expansion of our former online gaming business operations, we had been expanding our management personnel. We employed additional personnel in such areas as sales, technical support and finance. The actual and proposed increases in personnel significantly increased our selling, general and administrative expenses.

We have recently undertaken a corporate reorganization. A decision last quarter by a majority of major U.S.-based banks to restrict the use of their credit cards for Internet gaming has had a significant impact on the industry and the Company. This decision was a major factor in the Companys decision to divest its Gaming assets and websites.

The Company has entered into two contracts to sell all remaining Internet gaming assets to Olympic Sports Data Services, Ltd. and Summerhill (UK) PLC. The agreements call for assumption of customer deposits, a royalty agreement, 2,950,000 common share of Summerhill (UK) PLC and assumption of certain agreements and leases.

We are currently seeking business opportunities across all industries for potential transactions and relationships in which we can apply our current resources and management strengths. We are particularly focused on companies with sound business plans and existing revenue bases that require growth capital. The companies that we target, either public or privately held and regardless of industry, will be seeking growth or restructuring capital to pursue near term business objectives in demonstrated markets.

Our limited operating history and the uncertain nature of the markets we address or intend to address make prediction of our future results of operations difficult. Our operations may never generate significant revenues, and we may never achieve profitable operations. Our quarterly and annual operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which are outside our control.

Results of Operations

Revenues. Net gaming revenues in the third quarter 2001 were approximately $446,000. Net gaming revenues for the nine months ended September 30, 2001 were approximately $2,024,000. Net gaming revenues are recognized upon completion of the sporting event or game of chance. Sporting event revenues have a strong seasonality towards U.S. professional and college football and basketball seasons in the fall and winter months. There was no net gaming revenue for the quarter ended September 30,2002. The Company's income for this period consists of approximately $85,000 in royalty income related to the sale of gaming assets.

Cost of Operations. Cost of operations consists primarily of software licensing and maintenance costs, royalty payments, credit card processing fees, and internet service provider costs. For the three and nine months ended September 30, 2001 such costs amounted to approximately $416,000 and $1,223,000 respectively. The amount of approximately $163,000 for the nine months ended September 30, 2002 consists of such costs prior to the sale of gaming assets.

Research and Development Expenses. Research and development expenses consist principally of costs associated with the development and implementation of the Web sites, developing a methodology for online gaming and investigating the development of certain software products. There were no research and development expenses for the three and nine months ended September 30, 2002.

General and Administrative Expenses. General and administrative expenses consist primarily of salary costs, telecommunication, travel and other administrative costs including professional service fees. Total general and administrative expenses for the three months ended September 30, 2002 and 2001 were approximately $172,000 and $418,000 respectively. For the nine months ended September 30, 2002 and 2001 general and administrative expenses were approximately $1,012,000 and $1,502,000 respectively.

Depreciation and Amortization. Depreciation and amortization expenses consist primarily of the depreciation of furniture and in-house computers, servers and telecommunications equipment. Total depreciation and amortization expense was approximately $13,000 and $48,000 respectively for the three and nine months ended September 30, 2002 and approximately $32,000 and $96,000 respectively for the three and nine months ended September 30, 2001.

Income Taxes. We have incurred net losses for each period from inception through 1999 and recorded a modest profit in 2000. Since we have not yet filed our 1996 through 2001 tax returns for Mint and affiliates and Total Entertainment Inc., losses generated in prior years may not be available. We are expecting to file such tax returns in the near future, which could yield approximately $2,000,000 of net operating loss carry forwards as of December 31, 2000 for United States federal income tax purposes, which will expire in the year 2018. Due to the uncertainty of obtaining such benefits and of future profitability, a valuation allowance equal to the deferred tax assets has been recorded for such carry forwards. Changes in ownership resulting from transactions among our stockholders and sales of common stock by us, may limit the future annual realization of the tax net operating loss carry forwards under Section 382 of the Internal Revenue Code of 1986.

Critical Accounting Policies

REVENUE RECOGNITION. Gaming revenues are recognized when the sporting event or game of chance has been completed. Credit card deposits held by the Company for individual customers are recorded as customer account deposits until earned by the Company or returned to the customer. Gaming revenues are presented on a net basis (i.e., net of customer winnings).

Liquidity and Capital Resources.

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. We have a deficiency in working capital of approximately $1,904,000 as at September 30, 2002. We have also incurred a loss from operations in all periods since inception. There are also legislative risks and uncertainties regarding online casinos, and certain litigation against the Company; the cost of defending such actions could be significant. We have financed our operations to over the past year primarily through the deferral of officers' salaries, advances made by affiliates, and the proceeds of the sale of our websites site (including our Spectrafax stock). Due to our limited cash balances, we expect to have to continue these financing methods. These factors raise substantial doubt about our ability to continue as a going concern.

Net cash provided by (used in) operating activities was approximately ($280,000) and ($103,000) for the nine months ended September 30, 2002 and 2001.

During the first nine months of 2002, we borrowed funds totaling $138,000 from directors and stockholders to fund our operations under short-term advances without fixed repayment terms. Repayments on these advances totaled approximately $38,000 during the first nine months of 2002. We also received approximately $146,000 from the sale of Spectrafax stock in the first nine months of 2002.

Our material capital commitments consist of obligations under facilities and operating leases. We anticipate that we will experience an increase in our capital expenditures and lease commitments consistent with our anticipated growth in operations, infrastructure and personnel. We anticipate devoting additional resources to building the strength of our brand name, through increased marketing and sales efforts. We have used our common stock where possible to obtain required products and services without using cash.

We may seek additional funding through public or private financing or other arrangements. Adequate funds may not be available when needed or may not be available on terms acceptable to us. If additional funds are raised by issuing equity securities, dilution to existing stockholders could result. If funding is insufficient at any time in the future, we may be unable to develop or enhance our products and services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.