Item 1.01 Entry Into Material Definitive Agreements.
As previously reported, our wholly-owned subsidiary, Midwest Racing, Inc.,
entered into a stock purchase agreement dated January 28, 2009, to sell Memphis
Motorsports Park to Gulf Coast Entertainment, L.L.C. As further reported in our
Form 8-K dated July 8, 2009, Gulf Coast did not finalize its project financing
in time for the scheduled June 29, 2009 closing date under the stock purchase
agreement. In keeping with our obligations under the stock purchase agreement to
engage in good faith discussions relative to an extension of the closing date,
we had been in negotiations with Gulf Coast relative to an amendment to the
stock purchase agreement which would have allowed for an extension of the
closing date until September 29, 2009. Those negotiations were unsuccessful and
we are permitted under the terms of the stock purchase agreement to terminate
the agreement at this time and retain $165,000 that was paid by Gulf Coast as a
non-refundable deposit. Gulf Coast transferred to us a 2% special member
interest in Gulf Coast which by its terms is nondilutable and does not require
that we advance any monies to maintain our interest. Gulf Coast continues to
express an interest in purchasing Memphis Motorsports Park and/or having us
operate its Alabama facility and is still actively seeking the financing for its
project. We are evaluating all of our options relative to the Memphis facility
at this time.