Global Healthcare REIT, Inc. – ‘8-K/A’ for 7/7/98

As of:  Tuesday, 7/7/98   ·   For:  7/7/98   ·   Accession #:  1011034-98-87   ·   File #:  0-15415

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Amendment to Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                            6     20K 

Document Table of Contents

8-K/A
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549 

FORM 8-K/A  

AMENDMENT 
TO  
CURRENT REPORT  

Pursuant to Section 13 or 15(d) of  
The Securities Exchange Act of 1934 

Date of Report (Date of earliest event reported):   June 11, 1998 

GLOBAL CASINOS, INC.  
------------------------------------------------------- 
(Exact name of registrant as specified in its charter)  

      Utah                      0-15415               87-0340206
---------------------------------------------------------------------------     
State or other jurisdiction      Commission file          (IRS Employer   
  of incorporation or               number            Identification No.
organization                                                

4465 Northpark Drive, Colorado Springs, Colorado         80907
--------------------------------------------------------------------- 
      (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code:  (303) 756-3777 

---------------------------------------------------------------------------     
(Former name or former address, if changed since last report) 

8-K/A
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ITEM 5: OTHER EVENTS                                                            
------------                                                    

On June 11, 1998, Global Casinos, Inc. (the "Company") and its wholly-owned 
subsidiary Global Alaska Industries, Inc., an Alaska corporation ("GAI")        
executed and delivered an Agreement to Convert Debt (the "Agreement") with      
Mark Griffin ("Griffin").                                                       

In connection with the Company's acquisition of Alaska Bingo Supply, Inc.   
("ABS") in August 1997, GAI issued its Promissory Note to Griffin, the sole     
shareholder of ABS, in the principal amount of $4,000,000 representing payment  
of a portion of the purchase price for the shares of ABS Common Stock acquired  
in the acquisition.  Pursuant to the terms of the Agreement, Griffin has        
agreed to convert, and has converted, the principal balance due and owing       
under the Note of $3,853,291, and accrued and unpaid interest thereon in the    
amount of $15,202, into (i) 340,329 shares of the Company's Series B            
Convertible Preferred Stock ("Series B Preferred Stock"), having a face value   
of $10.00 per share, and (ii) a convertible Promissory Note in the principal    
amount of $450,000 (the "Second Note").  By agreement of the parties, the       
conversion was deemed effective March 31, 1998 (the "Effective Date").  Each    
share of Series B Preferred Stock is convertible, at the option of the holder,  
into one share of the Company's Common Stock at any time commencing the         
earlier of (i) one year from the date of issue or (ii) upon the effective date  
of a Registration Statement registering for sale under the Securities Act of    
1933, as amended (the "Securities Act"), the shares of the Company's Common     
Stock issuable upon such conversion ("Conversion Stock"); provided, however,    
that in no event shall the Series B Preferred Stock be convertible into more    
than 311,550 shares of Common Stock (the "Maximum Aggregate Conversion")        
without the approval of the Company's shareholders.  The Maximum Aggregate      
Conversion is a number equal to 19.9% of the Company's total issued and         
outstanding shares of Common Stock, without giving effect to the conversion.    

The Company has the option, but not the obligation, to redeem all or any    
portion of the Series B Preferred Stock at a redemption price of $10.00 per     
share.  Holders of the Series B Preferred Stock are entitled to receive an      
annual dividend payable at the rate of 8% per annum.  The outstanding shares    
of Series B Preferred Stock are non-voting, except as required by law.          

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS                                       
---------------------------------                               

(a)    Financial Statements                                     
--------------------                              

None                                              

(b)    Pro Forma Financial Information                          
-------------------------------                   

             Included herewith is a "pro forma" balance sheet of the Company
as of May 31, 1998 giving retroactive effect to May 31, 1998 of the             
transactions provided for and consummated in connection with the Agreement.     

(c)    EXHIBITS                                                 
--------                                          

Item     Title                                
----     -----                                
1.0      Agreement to Convert Debt            

   2.0      Certificate of Designation of Rights and
                       Preferences of Series B Convertible Preferred Stock

3.0      Convertible Promissory Note          

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GLOBAL CASINOS, Inc. and Subsidiaries 

Pro Forma Balance Sheet 
as of May 31, 1998  

8-K/A
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Global Casinos, Inc. and Subsidiaries 
Consolidated Pro Forma Balance Sheets 

                                                                [Download Table]


                                                              May 31,   
                                                               1998     
                                                            (unaudited) 
                                                           -------------
                                                                        

Assets                                                                  
------                                                                  
Current assets:                                                         
  Cash                                                     $   953,107  
  Accounts receivable:                                                  
     Related parties                                            60,935  
     Trade, net of allowance for doubtful accounts                      
       of $11,609 at May 31, 1998                              312,039  
     Employees                                                  21,614  
  Inventory                                                    302,338  
  Marketable securities                                         19,065  
  Current portion of notes receivable                          165,226  
  Other                                                         60,299  
                                                           -------------
Total current assets                                         1,894,623  
                                                           -------------

Land, buildings and equipment:                                          
  Land                                                         533,350  
  Buildings                                                  4,886,020  
  Equipment                                                  1,849,827  
                                                           -------------
                                                             7,269,197  
  Accumulated depreciation                                  (1,944,359) 
                                                           -------------

Net land, buildings and equipment                            5,324,838  

Other assets, net of amortization of                                    
  $22,469 at May 31, 1998                                      281,067  
Leasehold and contract rights, net of                                   
  amortization of $1,321,774 at May 31, 1998                 2,021,518  
Goodwill, net of amortization of                                        
  $193,405 at May 31, 1998                                   3,744,428  
Notes receivable, net of current portion,                               
  and including receivables in default                         316,988  
                                                           -------------
                                                           $13,583,462  
                                                           =============


8-K/A
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Global Casinos, Inc. and Subsidiaries 
Consolidated Pro Forma Balance Sheet  
(Continued) 

                                                                [Download Table]


                                                              May 31,   
                                                               1998     
                                                            (unaudited) 
                                                           -------------
                                                                        

Liabilities and stockholders' equity                                    
------------------------------------                                    
Current liabilities:                                                    
  Accounts payable                                         $   588,487  
  Accrued expenses                                           1,049,537  
  Accrued interest                                             225,804  
  Note payable                                                 125,000  
  Current portion of long-term debt                                     
     including debt in default                               1,797,156  
  Mandatory redeemable convertible                                      
     Class A preferred stock, in default                        36,000  
                                                           -------------

Total current liabilities                                    3,821,984  
                                                           -------------

Long-term debt, less current portion                         2,967,991  
Other                                                           18,546  
                                                           -------------

                                                             2,986,537  
                                                           -------------

Commitments and Contingencies                                           
Stockholders' equity:                                                   
  Class A preferred stock - Convertible                                 
     nonvoting, $2 par value:                                           
     Authorized - 10,000,000 shares                                     
     Issued and outstanding - 147,750 shares                            
       at May 31, 1998                                         268,538  
  Class B preferred stock - Convertible                                 
     nonvoting, $.01 par value:                                         
     Authorized - 10,000,000 shares                                     
     Issued and outstanding - 332,948 shares                            
       at May 31, 1998                                           3,396  
  Common stock - $.05 par value:                                        
     Authorized - 50,000,000 shares                                     
     Issued and outstanding - 1,565,586 shares                          
       at May 31, 1998                                          11,217  
  Additional paid-in capital                                12,573,671  
  Accumulated deficit                                       (6,081,881) 
                                                           -------------
                                                             6,774,941  
                                                           -------------
                                                           $13,583,462  
                                                           =============


8-K/A
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SIGNATURE 

Pursuant to the requirements of the Securities Exchange Act of 1934, the    
Registrant has duly caused this report to be signed on its behalf by the        
undersigned hereunto duly authorized.                                           

    GLOBAL CASINOS, INC.

Date: 07/07/98                  By:  /s/ Stephen G. Calandrella                 
--------                       -------------------------------------
                           Stephen G. Calandrella, President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K/A’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		7/7/98							8-K/A
		6/11/98		1		2			8-K,  8-K/A
		5/31/98		2		5
		3/31/98		2					10QSB,  NT 10-Q
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