2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2001 CASINO JOURNAL PUBLISHING GROUP, INC. (Exact name of registrant as specified in its charter) NEVADA 22-3378922 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification Number 8025 Blackhorse Pike, Bayport One, Suite 470 West Atlantic City, NJ 08232 (Address of principal executive offices) (Zip Code) (201) 599-8484 (Registrant's telephone number, including area code) 3 Item 1. Changes in Control of Registrant - None Item 2. Acquisition or Disposition of Assets. - Casino Journal, Casino Journal of Nevada, Inc., Gaming Entertainment Expositions, Inc. (Sellers) entered into an Asset Contribution Agreement on January 10, 2001, effective as of January 1, 2001 whereby Sellers sold all of their assets related to trade magazines and newsletters and the organization of trade shows for the gaming industry to GEM Communications, LLC, a Delaware limited liability company for $2,625,000 in cash, another $375,000 in cash within the next year if certain thresholds are met and 100,000 LLC units of GEM. Item 3. Bankruptcy or Receivership. None. Item 4. Changes in Registrant's Certifying Accountant. None. Item 5. Other Events. On January 10, 2001, effective as of January 1, 2001, Casino Journal entered into a consulting agreement by and between Casino Journal, Glenn Fine and Adam Fine and GEM Communications, LLC on January 1, 2001 pursuant to which Casino Journal shall provide consulting services to GEM Communications, LLC. Under the agreement, Casino Journal shall receive a consulting fee of $12,500 per month and an annual bonus of $125,000 is GEM Communications, LLC's EBITDA exceeds pre-determined amounts Item 6. Resignation of Registrant's Directors. None Item 7. Financial Statements and Exhibits. (b) Pro-Forma Financial Information. Pro-Forma financial information as required by Article 11 of Regulation S-X is filed herewith. 4 CASINO JOURNAL PUBLISHING GROUP, INC. PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS The following pro-forma financial statements of the Company have been prepared so as to give effect to the sale of its assets related to trade magazines and newsletters and the organization of trade shows for the gaming industry. The accompanying pro-forma balance sheet of the Company has been prepared as if the sale was consummated on September 30, 2000. The accompanying pro-forma statements of operations for the year ended December 31, 1999 and the nine months ended September 30, 2000 have each been prepared as if the sale had been consummated on the first day of each period, respectively. Furthermore, although the accompanying pro-forma balance sheet gives effect to the gain on the sale, such gain is excluded from both of the accompanying pro-forma statements of operations. The pro-forma financial statements of the Company should be read in conjunction with the notes thereto. The pro-forma statements of operations do not purport to be indicative of the results of operations which may be expected to occur in the future. 5 CASINO JOURNAL PUBLISHING GROUP, INC. PRO-FORMA CONSOLIDATED BALANCE SHEET ASSETS ------

6 CASINO JOURNAL PUBLISHING GROUP, INC. PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS

7 CASINO JOURNAL PUBLISHING GROUP, INC. PRO-FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

8 CASINO JOURNAL PUBLISHING GROUP, INC. NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS 1. Cash received on the sale of assets was $2,625,000. In addition, the Company received a 10% membership interest in Gem Communications, LLC. The interest is valued at $1,800,000. In addition, the Company will receive up to $375,000 in additional funds within the next year if certain performance criteria are met. 2. The following closing adjustments were made: Accounts receivable $ 787,000 Accounts payable (417,000) --------- $ 370,000 ========= The Company will receive the closing adjustment upon the purchaser collecting the receivables transferred. 3. At the closing the following items were transferred to the purchaser: accounts receivable of $787,000 and property and equipment with a net book value of $149,000. In addition, the purchaser assumed accounts payable of $417,000. 4. The Company realized a gain of $4,276,000 on the sale, measured by the excess of the contract price and closing adjustments over the aggregate book values of the assets transferred. Estimated income tax expense resulting from the sale is $1,625,000. In accordance with the applicable provisions of Article 11 of Regulation S-X, such gain is reflected in the shareholders' equity section of the accompanying pro- forma balance sheet as of September 30, 2000, but, as a direct, non- recurring effect of the transaction, is excluded from the accompanying pro-forma statements of operations. 5. The pro-forma adjustments applicable to the pro-forma consolidated statements of operations for the annual and nine months period ended December 31, 1999 and September 30, 2000, respectively, consist of subtracting revenues, direct costs and direct operating expenses attributable to the assets sold. Such operations resulted in net income of $744,446 for the year and net losses of $470,035 for the nine months. Subtracting such net income and losses from the consolidated totals results in pro-forma net loss of $2,427,114 for the year ended December 31, 1999 and pro-forma net income of $850,903 for the nine months ended September 30, 2000. The gain on the sale of $2,651,000 is excluded from the pro-forma statements of operations. Exhibits. Asset Contribution Agreement Consulting Agreement Item 8. Change in Fiscal Year. None SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned here unto duly authorized. Casino Journal Publishing Group, Inc. (Registrant) By: /s/, Alan Woinski, President ---------------------------- Alan Woinski Date: January 15, 2001

Filing Compare · CASINO JOURNAL PUBLISHING GROUP INC