1410402--3/31/2009--FX_Real_Estate_&_Entertainment

related topics

{stock, price, share}

{stock, price, operating}

{condition, economic, financial}

{provision, law, control}

{control, financial, internal}

{interest, director, officer}

{personnel, key, retain}

{cost, regulation, environmental}

The financial crisis and global recession has adversely affected and may continue to adversely affect our ability to repay, refinance or extend the past due $475 million mortgage loan and fund our short-term liquidity needs. Even if we are able to raise additional financing, we might not be able to obtain it on terms that are not unduly expensive or burdensome to us or disadvantageous to our existing stockholders. Our independent registered public accounting firm has rendered a report expressing substantial doubt as to our ability to continue as a going concern. The concentration of ownership of our capital stock with our affiliates will limit your ability to influence corporate matters. There are conflicts of interest in our relationship with Flag Luxury Properties and its affiliates, which could result in decisions that are not in the best interests of our stockholders. We have potential business conflicts with certain of our executive officers because of their relationships with CKX and/or Flag Luxury Properties and their ability to pursue business activities for themselves and others that may compete with our business activities. We have entered into a number of related party transactions with CKX and Flag Luxury Properties and their affiliates on terms that some stockholders may consider not to be in their best interests. We may lose the services of our key personnel, including certain senior executives, if we are not able to satisfy our payment obligations under their agreements. Terrorism and the uncertainty of war, as well as other factors affecting discretionary consumer spending, may harm our future operating results. We are subject to environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities. We continue to need to enhance our internal controls and financial reporting systems to comply with the Sarbanes-Oxley Act of 2002. Risks Related to Our Common Stock Substantial amounts of our common stock and other equity securities could be sold in the near future, which could depress our stock price. We do not anticipate paying cash dividends on our common stock in the foreseeable future, and the lack of dividends may have a negative effect on our stock price. Our issuance of additional shares of our common stock, or options or warrants to purchase those shares, would dilute proportionate ownership and voting rights. We may not be able to maintain our NASDAQ Global Market listing. Certain provisions of Delaware law and our charter documents could discourage a takeover that stockholders may consider favorable.

Full 10-K form ▸

1410402--3/31/2009--FX_Real_Estate_&_Entertainment_Inc.