-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F0XnAfkJmIfog4+MukwlYmgo+wi4DCP4Fr6H2TC3Jyl+tzz7Iyd7KmkcUcUYq1OM jWQrjco7CzyI/27RIqnm9A== 0000950152-04-000636.txt : 20040130 0000950152-04-000636.hdr.sgml : 20040130 20040130155719 ACCESSION NUMBER: 0000950152-04-000636 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20040130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID STATE RACEWAY INC CENTRAL INDEX KEY: 0000065914 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 150555258 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-01607 FILM NUMBER: 04555985 BUSINESS ADDRESS: STREET 1: PO BOX 860 CITY: VERNON STATE: NY ZIP: 13476 BUSINESS PHONE: 3158292201 10-Q 1 l05332ae10vq.txt MID-STATE RACEWAY 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _________________ Commission File No. 0-1607 ------ MID-STATE RACEWAY, INC. - -------------------------------------------------------------------------------- (Exact name of Registrants as specified in their respective charters) New York 15-0555258 - ---------------------------------------- --------------------------------- (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) PO Box 860, Vernon, New York 13476 - ---------------------------------------- --------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (315) 829-2201 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ ] YES [X] NO Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [ ] YES [X] NO Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Class Outstanding June 30, 2002 ----- ------------------------- common stock, $0.10 par value 442,766 shares TABLE OF CONTENTS PAGE ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets -June 30, 2002 and December 31, 2001.............................. 3 Consolidated Statements of Operations -Three months ended June 30, 2002 and June 30, 2001 -Six months ended June 30, 2002 and June 30, 2001................. 5 Consolidated Statements of Cash Flows -Six months ended June 30, 2002 and June 30, 2001................. 6 Notes to Consolidated Financial Statements........................ 7 Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations........................... 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk........ 9 Item 4. Controls and Procedures........................................... 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings................................................. 10 Item 2. Changes in Securities and Use of Proceeds......................... 10 Item 3. Defaults Upon Senior Securities................................... 10 Item 4. Submission of Matters to a Vote of Security Holders............... 10 Item 5. Other Information................................................. 10 Item 6. Exhibits and Reports on Form 8-K.................................. 10 Signatures Certifications 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MID-STATE RACEWAY, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET - --------------------------------------------------------------------------------
(UNAUDITED) JUNE 30, DECEMBER 31, ASSETS 2002 2001 ----------- ----------- CURRENT ASSETS Cash and cash equivalents $ 306,432 $ 41,287 Restricted cash 303,953 192,903 Other receivables, net of allowance for doubtful accounts of $10,000 in 2002 and 2001 450,159 242,527 Prepaid interest and other 1,182,079 118,937 ----------- ----------- Total current assets 2,242,623 595,654 PROPERTY, PLANT AND EQUIPMENT Land, racing plant and equipment 17,598,916 17,439,753 Other properties 121,671 121,671 ----------- ----------- 17,720,587 17,561,424 Less accumulated depreciation 12,162,923 11,990,897 ----------- ----------- 5,557,664 5,570,527 OTHER ASSETS 492,443 -- ----------- ----------- $ 8,292,730 $ 6,166,181 =========== ===========
See notes to unaudited consolidated financial statements 3 MID-STATE RACEWAY, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET - --------------------------------------------------------------------------------
(UNAUDITED) JUNE 30, DECEMBER 31, LIABILITIES AND SHAREHOLDERS' EQUITY 2002 2001 ----------- ----------- CURRENT LIABILITIES Lines of credit $ -- $ 674,678 Current portion of long term debt 447,344 96,110 Accounts payable and accrued expenses 1,922,072 1,767,782 Uncashed winning tickets 2,403 63,736 Purse funds payable -- -- Deposits and other current liabilities 187,547 138,391 Retention for capital improvements 63,450 45,267 Deferred grant revenue 64,000 160,000 ----------- ----------- Total current liabilities 2,686,816 2,945,964 LONG-TERM DEBT, NET OF CURRENT PORTION 8,801,831 5,415,089 SHAREHOLDERS' EQUITY Common stock, par value $.10 per share; authorized 10,000,000 shares; issued and outstanding 442,766 in 2002 and 2001 44,277 44,277 Additional paid-in-capital 2,084,909 2,084,909 Accumulated deficit (5,325,103) (4,324,058) Total shareholders' equity (3,195,917) (2,194,872) ----------- ----------- $ 8,292,730 $ 6,166,181 =========== ===========
See notes to unaudited consolidated financial statements 4 MID-STATE RACEWAY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF OPERATIONS - --------------------------------------------------------------------------------
Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2002 2001 2002 2001 27 Racing 27 Racing 27 Racing 27 Racing Days Days Days Days ----------- ----------- ----------- ----------- (Unaudited) (Unaudited) Operating Revenues $ 2,407,606 $ 2,217,027 $ 4,027,566 $ 3,867,417 Operating Expenses 2,946,428 2,738,118 4,441,266 4,362,456 ----------- ----------- ----------- ----------- Income (loss) from operations (538,822) (521,091) (413,700) (495,039) ----------- ----------- ----------- ----------- Other income (loss): Special events income (loss), net 5,438 -- 42,887 70,206 Commissions for capital improvements -- -- -- -- Aid from state and local governments -- 550 -- 550 Gain (loss) on Sale of Other Assets 190 -- 343 -- Investment (expense) income -- 1,182 -- 2,093 Interest expense (342,299) (155,016) (496,776) (278,819) Financing costs (132,599) -- (132,599) ----------- ----------- ----------- ----------- Total other income (loss) (469,270) (153,284) (586,145) (205,970) ----------- ----------- ----------- ----------- Income (loss) before provision for federal and state income taxes (1,008,092) (674,375) (999,845) (701,009) Provision for federal and state income taxes currently payable -- -- (1,200) (2,756) ----------- ----------- ----------- ----------- Net income (loss) $(1,008,092) $ (674,375) $(1,001,045) $ (703,765) =========== =========== =========== =========== Net income (loss) per common share - basic and diluted $ (2.28) $ (1.52) $ (2.26) $ (1.59) =========== =========== =========== =========== Cash dividend per share $ -- $ -- $ -- $ -- =========== =========== =========== ===========
See notes to unaudited consolidated financial statements 5 MID-STATE RACEWAY, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS - --------------------------------------------------------------------------------
SIX MONTHS ENDED JUNE 30, JUNE 30, 2002 2001 ----------- ----------- (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(1,001,045) $ (703,765) Adjustments to reconcile net income (loss) to net cash provided by (used) in operating activities: Depreciation 172,026 160,078 Realized and unrealized (gain) loss on investments -- 4,777 Imputed interest expense 69,243 123,295 Loss on sale/disposal of equipment -- -- Changes in: Restricted cash (111,050) (74,338) Accounts and grants receivable (207,632) (158,992) Prepaid interest and other (1,063,142) (28,121) Other assets (492,443) 6,597 Accounts payable 154,290 34,370 Uncashed winning tickets and other current liabilities (12,177) (6,486) Deferred revenue (96,000) 240,000 Retention for capital improvements 18,183 18,339 ----------- ----------- Net cash provided by (used) in operating activities (2,569,747) (384,246) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities and sales of available-for-sale investment securities -- 476,092 Purchase of properties and equipment (159,163) (116,500) ----------- ----------- Net cash used in investing activities (159,163) 359,592 ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt, net of issuance costs 8,900,000 508,472 Principal payments on line of credit and other debt (5,857,178) -- Principal payments on capital leases (48,767) (52,564) ----------- ----------- Net cash provided by financing activities 2,994,055 455,908 ----------- ----------- Net increase (decrease) in cash and cash equivalents 265,145 431,254 Cash and cash equivalents at beginning of period 41,287 146,180 ----------- ----------- Cash and cash equivalents at end of period $ 306,432 $ 577,434 =========== ===========
See notes to unaudited consolidated financial statements 6 MID-STATE RACEWAY, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION The accompanying consolidated financial statements of Mid-State Raceway, Inc. and Subsidiary (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The balance sheet as of December 31, 2001 has been derived from the audited balance sheet included in the Company's annual report filed on Form 10-K. In the opinion of management, quarterly results include all adjustments (consisting of only normal recurring adjustments) that the Company considers necessary for a fair presentation of such information for interim periods. Results shown for the latest interim period are not necessarily indicative of the results to be obtained for a full fiscal year. The unaudited financial statements include the accounts of the Company and its subsidiary. These financial statements have not been reviewed by independent accountants as required. Upon completion of a review, an amendment to this Form 10Q will be filed if necessary. All material intercompany transactions and balances have been eliminated in consolidation. 2. COMPREHENSIVE INCOME The components of comprehensive income (loss) were as follows:
Six Months ended June 30, 2002 June 30, 2001 ------------- ------------- Net loss $(1,001,045) $ (703,765) Other comprehensive income (loss): Unrealized gain on securities available for sale, net of tax effect of $10,996 in 2001 for the six months ended -- 16,494 ----------- ----------- Comprehensive loss $(1,001,045) $ (687,271) =========== ===========
3. LONG-TERM DEBT At December 31, 2001 the Company was in default on certain long-term debt due to non-payment of interest and/or principal. In March 2002 substantially all of the Company's long-term debt was refinanced through an $8,500,000 mortgage loan agreement with All Capital, LLC (an unaffiliated company). The refinancing included repayment of a $700,000 line of credit agreement which was initiated in 2001. The $8,500,000 loan, along with a $1,000,000 loan made by All Capital in July 2002 and a $400,000 loan made by Vernon LLC (an affiliate of All Capital) in March 2002, were refinanced with All Capital, LLC in August 2002 with a $15,000,000 loan. 4. PURCHASE OPTION AGREEMENT In September 2001 the Board of Director's authorized its President and Chief Executive Officer to execute an exclusive option agreement for the sale of the Company to a group of private purchasers. Consistent with the execution of the option agreement the purchasers provided a $700,000 line of credit previously discussed. In June 2002 management notified the group of 7 purchasers that option agreement had been terminated. As a result of the termination the Company may be required to pay $130,000 to the group. 5. WARRANTS In connection with the refinancing of long-term debt discussed above All Capital was issued warrants to purchase shares of stock at $2 per share. In March 2002, July 2002 and August 2002 warrants for 500,000, 100,000 and 1,100,000 shares, respectively, were issued. These warrants expire five years from the respective date of issuance. 6. DELINQUENT SECURITIES AND EXCHANGE COMMISSION (SEC) FILINGS The Company is delinquent in filing a number of periodic reports, including annual and quarterly financial information, required to be filed with the SEC. The consequences of the Company's failure to file these reports and the actions, if any, that the SEC might initiate against the Company in this connection, are not presently determinable. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS OPERATING REVENUES During the quarter ended June 30, 2002 operating revenue increased by $190,579 or 9% when compared to the quarter ended June 30, 2001 and by $160,149 or 4% for the six months ended June 30, 2002 compared to the six months ended June 30, 2001. This increase in revenue results from increased wagering and increased hotel and concession revenue mainly due to an increase in volume as both periods (2002 and 2001) had 27 racing days. Increased activity in the second quarter offset a decline from the prior year in revenue in the first quarter. OPERATING EXPENSES Operating expenses increased by $208,310 or 8% for the quarter ended June 30, 2002 when compared to the quarter ended June 30, 2001. For the six months ended June 30, 2002, expenses increased by $78,810 or 2% when compared to the six months ended June 30, 2001. These increases are mainly due to increases in purses for 2002 offset by lower payroll and benefit costs and utility costs when compared to 2001. INTEREST EXPENSE Increase in interest expense including financing costs of $319,882 in the quarter ended June 30, 2002 compared to the quarter ended June 30, 2001 and $350,556 in the six months ended June 30, 2002 compared to the six months ended June 30, 2001, is due to the increase in the amount of long-term debt and the increase in interest rates due to the refinancing of debt in 2002. INCOME TAXES Income tax expense was not significant in the quarter or six months ended June 30, 2002 or 2001 due to the loss incurred from operations. 8 NET INCOME (LOSS) The net loss for the quarter ended June 30, 2002 was $333,717 higher than the net loss in the quarter ended June 30, 2001. The loss for the six months ended June 30, 2002 was $297,280 higher than the loss for the six months ended June 30, 2001. Both of these increases are attributable to the increased interest expense and financing costs incurred in 2002 due to an increase in debt to fund operating losses and the increase in interest rates as a result of the refinancing. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2002 the Company had $306,432 of cash and cash equivalents versus $41,287 at December 31, 2001. Operating losses for the six months ended June 30, 2002 were funded by debt proceeds of $3,100,000 net of financing costs and debt repayments of $5,857,178. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There were no material changes in the Company's market risk or related strategies during the quarter ended June 30, 2002. ITEM 4. CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures. Within the 90 days before the date of this Form 10-Q, we evaluated the effectiveness of the design and operation of our "disclosure controls and procedures". Mid-State Raceway, Inc. and Subsidiary conducted this evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Principal Financial and Accounting Officer. (i) Definition of Disclosure Controls and Procedures. Disclosure controls and procedures are controls and other procedures that are designed with the objective of ensuring that information required to be disclosed in our periodic reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. As defined by the SEC, such disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the Chief Executive Officer and Principal Financial and Accounting Officer, in such a manner as to allow timely disclosure decisions. (ii) Limitations on the Effectiveness of Disclosure Controls and Procedures and Internal Controls. The Company recognizes that a system of disclosure controls and procedures (as well as a system of internal controls), no matter how well conceived and operated, cannot provide absolute assurance that the objectives of the system are met. Further, the design of such a system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented in a number of ways. Because of the inherent limitations in a cost-effective control system, system failures may occur and not be detected. (iii) Conclusions with Respect to Our Evaluation of Disclosure Controls and Procedures. 9 Subject to the limitations described above, our Chief Executive Officer and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to Mid-State Raceway, Inc. and subsidiary required to be included in The Company's periodic SEC filings. (b) Changes in Internal Controls. There have been no significant changes in The Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There were no material changes to any legal proceedings during the quarter ended June 30, 2002. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit 31.1 Certification of Chief Executive Officer Exhibit 31.2 Certification of Principal Financial and Accounting Officer Exhibit 32.1 Sarbanes-Oxley Chief Executive Officer Exhibit 32.2 Sarbanes-Oxley Principal Financial and Accounting Officer Form 8-K dated April 3, 2002 reported the $8,500,000 refinancing of debt with All Capital, LLC under Item 5. Form 8-K dated April 3, 2002 reported additional information regarding the ownership of All Capital, LLC under Item 5. 10 SIGNATURES - ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. MID-STATE RACEWAY, INC. DATE: JANUARY 10, 2004 BY: /s/ DAVID E. WILSON ------------------------------------------ David E. Wilson Chief Operating Officer BY: /s/ ROSE FRAWERT ------------------------------------------ Rose Frawert Principal Financial and Accounting Officer 11 EX-31.1 3 l05332aexv31w1.txt 302 CERT Exhibit 31.1 CERTIFICATIONS Certification of Chief Executive Officer I, Hoolae Paoa, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Mid-State Raceway, Inc. and Subsidiary; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 10, 2004 /s/ Hoolae Paoa Hoolae Paoa Chief Executive Officer EX-31.2 4 l05332aexv31w2.txt 302 CERT Exhibit 31.2 Certification of Principal Financial and Accounting Officer I, Rose Frawert, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Mid-State Raceway, Inc. and Subsidiary; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 10, 2004 /s/ Rose Frawert Rose Frawert Principal Financial and Accounting Officer EX-32.1 5 l05332aexv32w1.txt 906 CERT Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I, Hoolae Paoa, Chief Executive Officer of Mid-State Raceway, Inc. and Subsidiary (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: January 10, 2004 /s/ Hoolae Paoa Hoolae Paoa Chief Executive Officer EX-32.2 6 l05332aexv32w2.txt 906 CERT Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 I, Rose Frawert, Principal Financial and Accounting Officer of Mid-State Raceway, Inc. and Subsidiary (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: January 10, 2004 /s/ Rose Frawert Rose Frawert Principal Financial and Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----