GAMING VENTURE CORP USA, S-1/A, 1996-05-29

GAMING VENTURE CORP USA
S-1/A, 1996-05-29
AMUSEMENT & RECREATION SERVICES

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1996
COMMISSION FILE NUMBER 33-98184
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT 4 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------

GAMING VENTURE CORP., U.S.A.
NEVADA APPLIED FOR
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdictions Classification Code Number) Identification Number)
of incorporation
or organization)
177 Main Street
Suite 312
Fort Lee, New Jersey 07024
Telephone: (201) 791-4715
(Address and telephone number of registrant's principal
executive offices and principal place of business.)

Laughlin & Associates
2533 North Carson Street
Carson City, Nevada 89710
Telephone: (702) 883-8484
(Name, address and telephone number of agent for service.)

with copies to:
Jody M .Walker
Attorney At Law
7841 South Garfield Way
Littleton, Colorado 80122

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
133, check the following box:
/ x /

<TABLE>
CALCULATION OF REGISTRATION FEE
=================================================================================
<CAPTION>
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price fee<F3>
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.001 par value 65,000 $1.50 $97,500 $ 33.62
Class A Warrants 100,000 $ .10<F2> $10,000 $ 3.45
Common Stock<F4> 100,000 $4.00 $400,000 $137.93
Class B Warrants- 100,000 $ .10<F2> $10,000 $ 3.45
Common Stock<F4> 100,000 $6.00 $600,000 $206.90
Common Stock<F5> 931,834 $1.50 $1,397,751 $481.98
- ---------------------------------------------------------------------------------
Total 1,396,834 $2,515,251 $867.33
=================================================================================
<FN>
<F1> Represents Shares of common stock necessary to effect the distribution
described in the Registration Statement.
<F2> Estimated solely for purposes of calculating the registration fee.
<F3> Represents 1/29 of 1% of the book value of the Shares of common stock
issuable being registered.
<F4>Represents Common Stock underlying the Class A and Class B Warrants being
registered hereunder on behalf of the Selling Securityholders.
<F5>Represents Common Stock being registered hereunder on behalf of the Selling
Securityholders.
</TABLE>

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

Page 1 of 57 Pages
<PAGE> 2

<TABLE>
GAMING VENTURE CORP., U.S.A.
CROSS REFERENCE SHEET BETWEEN ITEMS OF FORM S-1
AND PROSPECTUS PURSUANT TO 501(b) OF REGULATION S-K.
<CAPTION>
Items in Form S-1 Location in Prospectus
- ---------------------------------------------------------------------------------------------
<S> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of Prospectus Outside Front Cover Page.

2. Inside Front and outside Back Cover Pages
of Prospectus Inside Front Cover Page;
Outside Back Cover Page.

3. Summary Information & Risk Factors Prospectus Summary; Risk
Factors.

4. Use of Proceeds Not Applicable

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Inside Front Cover Page;
Prospectus Summary; The
Distribution

9. Description of Common Stock to be Registered Outside Front Cover Page;
Prospectus Summary;
Description of Securities

10. Interest of Named Experts and Counsel Interest of Named Experts
and Counsel.

11. Information with Respect to the Registrant The Corporation; Legal
Proceedings; Market
Information of Common
Shares; Financial
Statements; Selected
Financial Data;
Management's Discussion and
Analysis of Financial
Condition, Management;
Certain Relationships and
Related Transactions;
Principal Shareholders.

12. Statement as to Indemnification Management -
Indemnification.
</TABLE>

Page 2 of 57 Pages
<PAGE> 3

PRELIMINARY PROSPECTUS DATED MAY 24, 1996
SUBJECT TO COMPLETION
PROSPECTUS
65,000 Common Shares to be distributed
931,834 Common Shares on behalf of Selling Shareholders
100,000 Class A Warrants
100,000 Class B Warrants

GAMING VENTURE CORP., U.S.A.
Common Stock
($.001 Par Value)

As more fully set forth herein, Pratt, Wylce & Lords, Ltd., a Nevada
corporation ("Pratt"), proposes to distribute (the "Distribution") on or about
, 1995 as a dividend to its shareholders of record at the close of
business on July 21, 1995 (the "Record Date"), one share of the common stock,
par value $.001 per share (the "Common Stock") of Gaming Venture Corp., U.S.A.,
Nevada corporation (the "Company"), for each forty shares of Pratt common
stock, par value $.001 per share (the "Pratt Common Stock"), held by each Pratt
shareholder on the Record Date. Pratt will distribute 65,000 Common Shares
(35.14% of the 185,000 shares of Common Stock owned by it), which represents
4.07% of the Company's outstanding Common Stock on the Record Date. The
Distribution will be made by Pratt without the payment of any consideration by
its shareholders. No fractional shares will be distributed. See "The
Distribution." The expenses of the Distribution are estimated to be $33,867.33
and are to be paid by the Company.

Additionally, the Company is registering 931,834 common shares on behalf of its
selling security holders. The Company is also registering 100,000 Class A
Warrants and 100,000 Class B and the stock underlying said warrants on behalf
of its selling security holders. The Class A Warrants are exercisable into One
common share at the purchase price of $4.00 and the Class B Warrants are
exercisable into One common share at the purchase price of $6.00. The Class A
and Class B Warrants shall be effective for a period of two years from the date
of issuance and shall be redeemable by the Company at $.001 per Class A or
Class B Warrant upon thirty days notice.

THERE ARE MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF THE SECURITIES.
SEE RISK FACTORS, PAGE 8.

Prior to the date hereof, there has been no trading market for the Common Stock
of the Company. The Company has agreed to use its best efforts to apply for the
quotation of its Common Stock on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"). There can be no assurance, however,
that the Common Stock will be quoted, that an active trading and/or a liquid
market will develop or, if developed, that it will be maintained.

Page 3 of 57 Pages
<PAGE> 4

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sales of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any state.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. office, a Registration Statement on Form
S-1 (Registration No. 33-98184) under the Securities Act of 1933, as amended
(the "Securities Act"), for the registration of the securities offered hereby.
This Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement and
exhibits and schedules relating thereto for further information with respect to
the Company and the securities to which this Prospectus relates. Statements
contained herein concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement. Each such statement
is qualified in its entirety by such reference. Items of information omitted
from this Prospectus but contained in the Registration Statement may be
inspected without charge at the Public Reference Room of the Commission, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and copies of such
material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549 at prescribed rates.

Upon consummation of this offering and the Distribution, the Company will
become subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and in accordance therewith file reports and other
information with the Securities and Exchange Commission. The reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission in Washington, D.C. and at
the Chicago Regional Office, Northwestern Atrium Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60621-2511 and the New York Regional Office, 7
World Trade Center, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 at prescribed rates.

Page 4 of 57 Pages
<PAGE> 5

REPORTS TO SECURITY HOLDERS

The Company will furnish to shareholders: (i) an annual report containing
financial information examined and reported upon by its certified public
accountants; (ii) unaudited financial statements for each of the first three
quarters of the fiscal year; and (iii) additional information concerning the
business and operations of the Company deemed appropriate by the Board of
Directors.

---------------

The approximate date on which this Prospectus is first being sent to holders of
Pratt Common Stock is , 1996.
------------------

<TABLE>
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<S> <C>
PROSPECTUS SUMMARY 6
RISK FACTORS 8
THE DISTRIBUTION 12
SELLING SECURITY HOLDERS 13
USE OF PROCEEDS 16
THE COMPANY 17
BUSINESS ACTIVITIES 19
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION 21
Trends and Uncertainties
Capital and Source of Liquidity
Results of Operations
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 23
CERTAIN TRANSACTIONS 23
MANAGEMENT 24
Officers and Directors
Remuneration
Indemnification
PRINCIPAL SHAREHOLDERS 28
SHARES ELIGIBLE FOR FUTURE SALE 30
NASDAQ LISTING 31
DESCRIPTION OF SECURITIES 32
LEGAL MATTERS 33
LEGAL PROCEEDINGS 33
EXPERTS 33
INTERESTS OF NAMED EXPERTS AND COUNSEL 34
</TABLE>

Page 5 of 57 Pages
<PAGE> 6

- -----------------------------------------------------------------
PROSPECTUS SUMMARY
- -----------------------------------------------------------------
The following summary is qualified in its entirety by the more
detailed information, financial statements and notes to the
financial statements including the notes thereto appearing
elsewhere in this Prospectus.

THE COMPANY. The Company was incorporated in Nevada on June 1,
1995. The Company is authorized to issue Fifty Million
(50,000,000) Common Shares, $.001 par value. The Company's
Common Stock has no cumulative rights and no preemptive rights.
On June 4, 1995, the Board of Directors of the Company have
authorized a dividend distribution of 100,000 "A" Warrants on a
pro rata basis to the shareholders of record as of June 4, 1995.
The "A" Warrants shall be exercisable for a period of two years
from issuance. The "A" Warrants shall be exercisable into Common
Shares of the Company at the exercise price of $4.00 per Common
Share. The Board of Directors of the Company have also authorized
a dividend distribution of 100,000 "B" Warrants on a pro rata
basis to the shareholders of record as of June 4, 1995. The "B"
Warrants shall be exercisable for a period of two years from
issuance. The "B" Warrants shall be exercisable into Common
Shares of the Company at the exercise price of $6.00 per Common
Share. There are currently outstanding 99,333 Class "A" and
99,333 Class "B" Warrants issued and outstanding.

The Company's executive offices are located at 400 Park Place,
#2C, Fort Lee, New Jersey 07024 and its mailing address is 177
Main Street, Suite 312, Fort Lee, New Jersey 07024. Telephone No.
(201) 947 - 4642. These offices consist of 1,300 square feet on a
five year lease commencing November 1, 1995 for $1,500 per month.

<TABLE>
<S> <C>
THE DISTRIBUTION.

Securities Being Distributed 65,000 shares of the Company's Common Stock.

Purpose of Distribution To enhance the Company's ability to raise additional capital, if necessary, in
the future.

Shares of Common Stock Outstanding
After Distribution 1,591,834 shares of Common Stock.

Distributing Company Pratt, Wylce & Lords, Ltd., a Nevada Company.

Distribution Ratio One share of Common Stock for every forty shares of Pratt Common Stock owned of
record on July 21, 1995 (the "Record Date").

Use of Proceeds The securities to which this Prospectus relates are being distributed to holders
of Pratt Common Stock as a dividend and neither the Company nor Pratt will receive
any cash or other proceeds in connection with the Distribution.

Page 6 of 57 Pages
<PAGE> 7

Additionally this Prospectus relates to securities being registered on behalf of
selling securityholders and the Company will not receive any cash or other
proceeds in connection with the subsequent sale. Any proceeds received from the
subsequent exercise of the Class A and Class B Warrants shall be used as working
capital and to expand operations.

Federal Income Taxes The Distribution will constitute a dividend fully taxable as income to holders of
Pratt Common Stock. See "Federal Income Taxes."

Certain Factors to be Considered See "Risk Factors."

Absence of Dividends; Dividend Policy The Company does not currently intend to pay regular cash dividends on its Common
Stock; such policy will be reviewed by the Company's Board of Directors from
time to time in light of, among other things, the Company's earnings and financial
position. See "Risk Factors."

Transfer Agent The Company shall act as its own Transfer Agent until the effective date of
the Registration Statement.
</TABLE>

Page 7 of 57 Pages
<PAGE> 8

SELECTED FINANCIAL INFORMATION. The selected financial information
presented below under the captions and "Balance Sheet" as of
October 31, 1995 and "Statement of Operations" for the period ended
October 31, 1995 are derived from the audited financial statements
of the Company. The selected financial information presented
below under the captions "Balance Sheet" as of January 31, 1996 and
Statement of Operations for the period from November 1, 1995 to
January 31, 1996 is derived from the unaudited financial statements
of the Company. The Balance Sheet and Statement of Operations have
not been audited by independent certified public accountants'
however, in the opinion of management, all adjustments (which
include only normal recurring adjustments) have been made in order
to present fairly the operations for this period.

Page 8 of 57 Pages
<PAGE> 9

<TABLE>
<CAPTION>
BALANCE SHEET October 31, January 31,
1995 1996
---- ----
<S> <C> <C>
Total Assets $808,601 $841,448
Total Liabilities $ 19,146 $37,463
Total Stockholders'
Equity $789,455 $803,985
Total Liabilities &
Stockholders' Equity $808,601 $841,448

<CAPTION>
STATEMENT OF OPERATIONS
From Inception For Period
(June 1, 1995) From Nov. 1, 1995
to to
October 31, 1995 January 31, 1996
---------------- ----------------
<S> <C> <C>
Revenues from continuing
operations $34,221 $44,657
Income (Loss) from
continuing operations $(497,511) $5,108
Nonoperating Income
(Expense) $9,372 $9,422
Provision (Credit) For
Income Taxes - -
Net income (loss) $(488,139) $14,530
Net income (loss) per common
share of outstanding stock $(.34) $.01
</TABLE>

- -------------------------------------------------------------------------------
RISK FACTORS
- -------------------------------------------------------------------------------

In analyzing this offering, prospective investors should read this entire
Prospectus and carefully consider, among other things, the following Risk
Factors:

NO INDEPENDENT MARKET RESEARCH OF POTENTIAL DEMAND FOR CURRENT OPERATIONS. No
independent organization has conducted market research providing management
with independent assurance from which to estimate potential demand for the
Company's business operations. Even in the event market demand is independently
identified, there is no assurance the Company will be successful. See "Business
Activities."

UNCERTAINTY OF FUTURE FINANCIAL RESULTS. The Company has experienced only
minimal income from operations to date and future financial results are
uncertain. As such, there can be no assurance that the Company can be operated
in a profitable manner. Profitability depends upon many factors, including the
success of the Company's marketing program, the maintenance or reduction of
expense levels and the success of the Company's business activities. To date,
the Company has accumulated loss from operations as of January 31, 1996 of
$473,609. Lacking future profitable operations, the Company will require
additional capital. Even if the Company obtains future financing or revenues to
expand operations, increased production or marketing expenses would adversely
affect liquidity of the Company. See "Financial Statements."

Page 9 of 57 Pages
<PAGE> 10

LIQUIDITY DEPENDENT ON ADDITIONAL CAPITAL AND DEBT FINANCING. On
a long term basis, liquidity is dependent on increased revenues
from operations, additional infusions of capital and debt
financing. The Company believes that additional capital and debt
financing in the short term will allow the Company to increase its
marketing and sales efforts and thereafter result in increased
revenue and greater liquidity in the long term. However, there can
be no assurance that the Company will be able to obtain additional
equity or debt financing in the future, if at all.

LIMITED NUMBER OF CONSULTING SERVICE CUSTOMERS. During the period
ended October 31, 1995 consulting fees were received from Europa
Cruises, Champps Entertainment and Game Financial Corp. amounted to
$12,205, $4,000 and $4,000 respectively. During the period from
November 1, 1995 to January 31, 1996 consulting fees were received
from Europa Cruises, Champps Entertainment and Game Financial Corp.
amounted to $7,660, $3,000 and $4,000 respectively. There can be
no certainty that this limited number of consulting service
customers will continue to utilize the Company's services or that
the Company can replace or add to these consulting customers.

CONCENTRATION OF CREDIT RISK. The Company currently has $667,265
at January 31, 1996 on deposit in a money market fund at a single
broker. The amount of SIPC insurance on this fund is limited to
$100,000.

NO ASSURANCE OF PUBLIC MARKET FOR SECURITIES. There is no market
for the securities of the Company and there can be no assurance
that an established trading market (or any public market) will
develop at the conclusion of this Offering, or that if developed,
it would be sustained, or that the securities distributed hereunder
may be resold at their original book value price or at any other
price. Any market for the securities of the Company that may
develop will, in all likelihood, be a substantially limited one.

EFFECT OF FUTURE SALES OF SHARES AND UNCERTAINTY OF MARKET
DEVELOPMENT. Upon completion of the distribution and a successful
completion of the registration of warrants herein the Company will
have 1,591,834 common shares outstanding, of which the Warrants and
Registered Warrants and underlying Shares registered in this
Offering will be freely tradable without restriction or further
registration under the Securities Act of 1933 (the "Securities
Act"). Upon the effective date of this Registration Statement,
931,834 of the currently 1,591,834 restricted Shares subject to
certain limitations of Rule 144 of the Securities Act will become
available for public sale. This does not include any Common
Shares underlying the Class A and Class B Warrants which are being
registered in this Registration Statement. No assurance can be
given that the availability of such Shares for sale will not have
an adverse impact on the market price of the Company's Shares,
should one develop. Prior to this Offering, there has been little
public market for any securities of this Company. Management of
the Company cannot predict to what extent a secondary market in the
Shares will develop and provide liquidity for holders of the
Shares. See "Sale of Shares Pursuant to Rule 144" and "Market
Information On Common Shares."

POSSIBLE RESTRICTIONS TO SALES OF COMPANY SECURITIES. Until the
Company obtains a listing on NASDAQ, if ever, the Company's
securities may be covered by a Rule 15c2-6 under the Securities
Exchange Act of 1934 that imposes additional sales practice
requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with their spouse). For
transactions covered by

Page 10 of 57 Pages
<PAGE> 11

the rule, the broker-dealer must make a special suitability determination of
the purchaser and have received the purchaser's written agreement to the
transaction prior to the sale. In order to approve a person's account for
transactions in designated securities, the broker or dealer must
(i) obtain information concerning the person's financial situation,
investment experience and investment objectives; (ii) reasonably
determined, based on the information required by paragraph (i) that
transactions in designated securities are suitable for the person
and that the person has sufficient knowledge and experience in
financial matters that the person reasonably may be expected to be
capable of evaluating the rights of transactions in designated
securities; and (iii) deliver to the person a written statement
setting forth the basis on which the broker or dealer made the
determination required by paragraph (ii) in this section, stating
in a highlighted format that it is unlawful for the broker or
dealer to effect a transaction in a designated security subject to
the provisions of paragraph (ii) of this section unless the broker
or dealer has received, prior to the transaction, a written
agreement to the transaction from the person; and stating in a
highlighted format immediately preceding the customer signature
line that the broker or dealer is required to provide the person
with the written statement and the person should not sign and
return the written statement to the broker or dealer if it does not
accurately reflect the person's financial situation, investment
experience and investment objectives and obtain from the person a
manually signed and dated copy of the written statement. A
designated security means any equity security other than a security
(i) registered, or approved for registration upon notice of
issuance on a national securities exchange that makes transaction
reports available pursuant to 17 CFR 11Aa3-1 (ii) authorized or
approved for authorization upon notice of issuance, for quotation
in the NASDAQ system; or . . . (iv) whose issuer has net tangible
assets in excess of $2,000,000 demonstrated by financial statements
dated less than fifteen months previously that the broker or dealer
has reviewed and has a reasonable basis to believe are true and
complete in relation to the date of the transaction with the
person. Consequently, the rule may affect the ability of broker-
dealers to sell the Company's securities and also may affect the
ability of purchasers in this Offering to sell their shares in the
secondary market. See "NASDAQ Listing - Broker-Dealer Sales of
Company's Securities."

ARBITRARILY DETERMINED WARRANT EXERCISE PRICE. The exercise price
of the Class A and Class B Warrants being registered on behalf of
the Selling Security holders was established arbitrarily by the
Company with no direct relationship to the original offering price
or the Company's assets, book value, shareholder's equity or any
other recognized criterion of value. Accordingly, the Class A and
Class B Warrants can be considered to have little or no value at
the present time.

COMPETITION. There is significant competition in the gaming
industry. The Corporation will be competing with established
companies and other entities (many of which may possess
substantially greater resources than the Corporation). Almost all
of the companies with which the Corporation competes are
substantially larger, have more substantial histories, backgrounds,
experience and records of successful operations, greater financial,
technical, marketing and other resources, more employees and more
extensive facilities than the Corporation now has, or will have in
the foreseeable future. It is also likely that other competitors
will emerge in the near future. There is no assurance that the
Corporation will continue to compete successfully with other
established gaming consultants. The Corporation shall compete on
the basis of quality and on public taste in addition to a price
basis. Inability to compete successfully might result in increased
costs, reduced yields and additional risks to the investors herein.
See "The Company - Competition."

Page 11 of 57 Pages
<PAGE> 12

DEPENDENCE ON KEY INDIVIDUALS. The future success of the Company
is highly dependent upon the Company's ability to attract and
retain qualified key employees. The Company has not yet entered
into definitive employment agreements with any such individuals.
The inability to obtain and retain these individuals would have a
serious effect upon the business of the Company. See "Company -
Employees" and "Management."

LACK OF EXPERIENCE OF MANAGEMENT. The financial success of the
Company is partly dependent upon the expertise and judgment of its
officers and key employees yet to be retained regarding its
information center and consulting services. Mr. Woinski has prior
experience regarding the information center. However, the current
officers do not have specific prior experience in the type of
consulting services to be rendered. Current officers devote an
average of 40 - 60 hours per week (80% of their time) to the
affairs of the Company. Until key employees are located and
retained, the officers and directors will have the exclusive
authority to manage and control and make all decisions regarding
the business and affairs of the Company. There can be no
assurance that management will be able to successfully conduct the
operations of the Company due to this lack of experience.

NO ABILITY TO CONTROL AFFAIRS OF THE COMPANY. The majority
shareholders and the officers and directors of the Company as a
group own over 47% of all of the outstanding common shares of the
Company. As a result, these individuals have the ability to
control the affairs of the Company. Therefore, investors must
rely on management's expertise and judgment regarding the
operations of the Company. See "Management" and "Principal
Shareholders".

CONFLICTS OF INTEREST. Some of the directors of the Company are
currently principals of other businesses. As a result, conflicts
of interest may arise. The directors shall use their best efforts
to resolve equitably any conflicts that might result from acting as
principals for a number of businesses. The directors shall
immediately notify the other directors of any possible conflict
which may arise due to their involvement with other businesses.
The interested directors in any conflict shall refrain from voting
on any matter in which a conflict of interest has arisen. The
Company has adopted a policy that any transactions with directors,
officers or entities of which they are also officers or directors
or in which they have a financial interest, will only be on terms
which are fair and reasonable to the Company and approved by a
majority of the disinterested directors of the Company's Board of
Directors. For further discussion see "Management - Conflicts of
Interest Policy." There can be no assurance that such other
activities will not interfere with the officers' and directors'
ability to discharge their obligation herein.

BENEFIT TO MANAGEMENT. Although currently, the officers and
directors have received minimal compensation and common shares for
their services, the Company may, in the future, compensate the
Company's management with substantial salaries and other benefits.
Even though no compensation plan has been proposed or agreed upon,
the payment of future salaries, and the costs of these benefits,
may be a burden on the Company and may be a factor in limiting or
preventing the Company from achieving profitable operations in the
future. However, the Company would not continue to compensate
management with such substantial salaries and other benefits under
circumstances where to do so would have a material negative effect
on the Company's financial condition. See "Management - Remuneration."

Page 12 of 57 Pages
<PAGE> 13

LACK OF DIVIDENDS. There can be no assurance that the continued
operations of the Company will result in any revenues or will be
profitable. At the present time, the Company intends to use any
earnings which may be generated to finance the growth of the Company's
business. Accordingly, while payment of dividends rests within the discretion
of the Board of Directors, the Company does not presently intend to pay
dividends and there can be no assurance that dividends will ever be paid. See
"Dividend Policy."

VULNERABILITY TO FLUCTUATIONS IN ECONOMY. Demand for the Company's proposed
products is dependent on, among other things, general economic conditions which
are cyclical in nature. Prolonged recessionary periods may be damaging to the
Company.

- ------------------------------------------------------------------------------
THE DISTRIBUTION
- ------------------------------------------------------------------------------

After careful study and review, the Board of Directors of Pratt determined that
it would be in the best interests of Pratt and its shareholders to distribute a
proportion of the Company's Common Shares held by Pratt to its shareholders. In
addition, the Company and Pratt determined that such a distribution would be in
the best interests of the Company. Pratt shareholder's may realize economic
benefits from the sale of any Common Stock distribution if a market for the
Company's Common Stock develops, although there can be no assurances that any
such market will result. Pratt and the Company believe that the distribution to
Pratt's shareholders, which will result in an increased shareholder base of the
Company, will be an advantage to the Company at such time as the Company may
require additional capital and/or make application to NASDAQ. The increased
shareholder base of approximately 950 shareholders represents an increase in
potential future purchasers of additional stock in any subsequent offering or
in the stock market if these individuals are satisfied with the performance of
the Company's operations.

Accordingly, after obtaining the approval of the independent directors on
Pratt's Board of Directors, the Board of Directors of Pratt declared a dividend
pursuant to which, on or about , 1996, 65,000 shares of the issued and
outstanding Common Stock of the Company, constituting 35.14% of the shares of
Common Stock owned by Pratt, will be distributed to the shareholders of record
of Pratt as of July 21, 1995 on the basis of one share of Common Stock for
each forty shares of Pratt Common Stock held. The shares of Common Stock are
being distributed by Pratt as a dividend to holders of Pratt Common Stock and
neither the Company nor Pratt will receive any cash or other proceeds in
connection with the Distribution. No fractional shares of Common Stock will be
issued. Pratt had approximately 1,321 shareholders of record on the Record
Date. The Pratt Common Stock is quoted on over-the-counter under the
symbol "PWLS".

In order to comply with certain provisions of Nevada corporate law,
on August 1, 1995 (the "Payment Date') Pratt deposited the shares
of Common Stock to be distributed with Florida Atlantic Stock
Transfer, Inc. (the "Depositary"). The Depositary will hold such
shares for the benefit of Pratt shareholders on the Record Date.
The terms of the agreement with the Depositary provides that the
shares will be released promptly after the Registration Statement
to which this Prospectus relates is declared effective by the
Commission. However, if the Registration Statement is not
declared effective prior to June 30, 1996, then, unless such date
is changed by notice to the Depositary from the

Page 13 of 57 Pages
<PAGE> 14

Company, the Depositary shall return all such shares to Pratt without effecting
the distribution.

- ------------------------------------------------------------------------------
SELLING SECURITY HOLDERS
- ------------------------------------------------------------------------------

The Company shall register pursuant to this prospectus 931,834 Common Shares
currently outstanding for the account of the following individuals or entities.
The percentage owned prior to and after the offering reflects all of the then
outstanding common shares. The amount and percentage owned after the offering
assumes the sale of all of the Common Shares being registered on behalf of
the selling shareholders.

<TABLE>
<CAPTION>
Percentage Amount Percentage
Total Owned Owned Owned
Name and Amount Number of prior to After After
Being Registered Shares Offering Offering Offering
- ---------------- ------ -------- -------- --------
<S> <C> <C> <C> <C>
Stephen A. Jones - 2,000 2,000 .13% 0 0%
Robert E. Oberndorf - 3,000 3,000 .19% 0 0%
Robert E. Gerner, TTEE - 5,000 5,000 .31% 0 0%
Robert E. Gerner, MD 4,000 .25%
Lauren Tracy - 2,000 2,000 .13% 0 0%
Elizabeth Gheen - 5,000 5,000 .31% 0 0%
John/Barbara Wong, TTEE - 4,000 4,000 .25% 0 0%
Melanie Adler - 2,000 2,000 .13% 0 0%
Roger Vosti - 2,000 2,000 .13% 0 0%
Valley Office Blakeman's - 2,000 2,000 .13% 0 0%
Robert R. Odom 2,000 .13%
Blair W. Dean - 2,000 2,000 .13% 0 0%
Jean Olivolo - 3,000 3,000 .19% 0 0%
H. Vincent Schaub, Jr. - 6,000 6,000 .38% 0 0%
Paul/Carol Rice - 3,000 3,000 .19% 0 0%
James Yanai - 3,000 3,000 .19% 0 0%
RE Hunt, TTEE - 2,000 2,000 .13% 0 0%
Robert Zuttermeister - 2,000 2,000 .13% 0 0%
Alan R. Geiwitz - 8,000 8,000 .50% 0 0%
Richard Rappaport - 2,000 2,000 .13% 0 0%
Michael Silverman - 8,000 8,000 .50% 0 0%
Thomas J. William - 10,000 10,000 .63% 0 0%

Page 14 of 57 Pages
<PAGE> 15

<S> <C> <C> <C> <C>
Harvey Orenstein - 6,000 6,000 .38% 0 0%
Yvonne P. Kazeminy, TTEE - 4,900 4,900 .31% 0 0%
Nasser J. Kazeminy, TTEE - 4,900 4,900 .31% 0 0%
Bruce J. Moss - 8,000 8,000 .50% 0 0%
Howard Kuretsky - 8,000 8,000 .50% 0 0%
Martin A. Bell - 5,000 5,000 .31% 0 0%
Ginger M. Bell - 5,000 5,000 .31% 0 0%
Stanford M. Baratz, TTEE - 8,000 8,000 .50% 0 0%
Michael J. Abrams - 12,000 12,000 .75% 0 0%
Kenneth Meshbesher - 10,000 10,000 .63% 0 0%
Joseph L. Vaccaro - 7,000 7,000 .44% 0 0%
Herb Diamond - 4,000 4,000 .25% 0 0%
Nasser J. Kazeminy - 56,200 56,200 3.52% 0 0%
Gerald R. Dooher - 3,000 3,000 .19% 0 0%
Robert R. Sanders - 2,000 2,000 .13% 0 0%
Gary A. Dachis - 10,000 10,000 .63% 0 0%
Charles Rich - 6,000 6,000 .38% 0 0%
Bernard E. Williams, Jr. - 10,000 10,000 .63% 0 0%
Richard H. Proman, TTEE - 8,000 8,000 .50% 0 0%
Bernard Feinstein - 7,000 7,000 .44% 0 0%
Mitsuo Tatsugawa - 5,000 5,000 .31% 0 0%
Man & Co. FBO Sheldon A.
Litman IRA - 6,000 6,000 .38% 0 0%
Man & Co. FBO Howard
Stacker IRA - 8,000 8,000 .50% 0 0%
Michael Schklar - 2,000 2,000 .13% 0 0%
H. Clark Ethridge, Jr. - 2,000 2,000 .13% 0 0%
Richard Jaslow, cust. for
Adam Wayne Jaslow, TTEE - 30,000 30,000 1.88% 0 0%
Richard Jaslow, cust. for
Lori Kimberly Jaslow,
TTEE - 30,000 30,000 1.88% 0 0%
Richard Jaslow, cust. for
Jennifer Lynn Jaslow, TTEE -
30,000 30,000 1.88% 0 0%
Richard Jaslow - 30,000 30,000 1.88% 0 0%
Dorothy J. Filson - 7,000 7,000 .44% 0 0%

Page 15 of 57 Pages
<PAGE> 16

<S> <C> <C> <C> <C>
Lawrence M. Swartz, TTEE - 8,000 8,000 .50% 0 0%
David Warren - 2,000 2,000 .13% 0 0%
Henry Horstmann - 28,000 28,000 1.75% 0 0%
John Horstmann - 28,000 28,000 1.75% 0 0%
Thomas DiSalvatore - 6,000 6,000 .38% 0 0%
Victor/Lana Woinski - 3,000 3,000 .19% 0 0%
Paul/Renee Spiegler - 6,500 6,500 .41% 0 0%
Stan/Arlyne Kruger, TTEE - 8,000 8,000 .50% 0 0%
Stuart Rappaport - 2,000 2,000 .13% 0 0%
S&H Insurance Brokerage,
Inc. - 6,000 6,000 .38% 0 0%
Leon Nash -10,000 10,000 .63% 0 0%
John C. Woodall, DDS - 38,000 38,000 2.38% 0 0%
John C. Woodall, DDS
Pension - 2,000 2,000 .13% 0 0%
Terrence E. Dooher - 4,000 4,000 .25% 0 0%
Tobin C. D'Errico - 3,000 3,000 .19% 0 0%
Michael W. Hogan - 7,000 7,000 .44% 0 0%
Neal A. Bohlman - 2,000 2,000 .13% 0 0%
Charles R. Branch - 3,000 3,000 .19% 0 0%
Renee/Charles Cleveland - 3,334 3,334 .21% 0 0%
Robert P. Wilkins - 2,000 2,000 .13% 0 0%
Constance Cusick - 3,000 3,000 .19% 0 0%
Lucky Management<F1> - 150,000 150,000 9.39% 0 0%
Pratt, Wylce & Lords,
Ltd<F2> - 120,000 185,000 11.59% 0 0%
Clinton Clark - 65,000 65,000 4.07% 0 0%
CM Service - 5,000 5,000 .31% 0 0%

<FN>
<F1> Lucky Management is controlled by Alan Woinski, President and Director of
the Company.
<F2> Pratt, Wylce & Lords, Ltd. is distributing 65,000 of its common shares to
its shareholders. These common shares are being registered in this Offering.
</TABLE>

The Company shall register pursuant to this prospectus 99,333 Class A Warrants
currently outstanding for the account of the following individuals or entities.
The percentage owned prior to and after the offering reflects all of the then
outstanding warrants. The amount and percentage owned after the offering
assumes the sale of all of

Page 16 of 57 Pages
<PAGE> 17

the Class A Warrants and does not include any Common Shares underlying the
Class A Warrants being registered on behalf of the selling security holders.

<TABLE>
<CAPTION>
Name and Amount Total Number Percentage Amount Percentage
Being Registered of Class A Owned prior Owned After Owned After
- ---------------- Warrants to Offering Offering Offering
-------- ----------- -------- --------
<S> <C> <C> <C> <C>
Alan Woinski<F1><F2> 98,666 98.67% 0 0%
Kim Santangelo-Woinski<F1><F2> 98,666 98.67% 0 0%
Louis Dachis<F3> 667 .0067% 0 0%
Lucky Management Corp.<F1><F2> 98,666 98.67% 0 0%

<FN>
<F1> Pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended, beneficial ownership of a security consists
of sole or shared voting power (including the power to vote or
direct the voting) and/or sole or shared investment power
(including the power to dispose or direct the disposition)
with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has
sole power to vote, or dispose or direct the disposition of
all shares beneficially owned, subject to applicable community
property laws.
<F2> Includes Lucky Management Corp., Alan Woinski, the
principal shareholder thereof, and Kim Santangelo-Woinski, who
is married to Mr. Woinski, who together constitute a "group,"
as that term is defined in Section 13D of the Securities
Exchange Act of 1934, as amended. Mr. Woinski is currently
President and a Director of the Company. Kim Santangelo-
Woinski is currently Vice President, Secretary, Treasurer and
a Director of the Company.
<F3> Mr. Dachis is currently a Director of the Company.
</TABLE>

The Company shall register pursuant to this prospectus 99,333
Class B Warrants currently outstanding for the account of the
following individuals or entities. The percentage owned prior
to and after the offering reflects all of the then outstanding
warrants. The amount and percentage owned after the offering
assumes the sale of all of the Class B Warrants and does not
include any Common Shares underlying the Class B Warrants
being registered on behalf of the selling security holders.

Page 17 of 57 Pages
<PAGE> 18

<TABLE>
<CAPTION>
Name and Amount Total Number Percentage Amount Percentage
Being Registered of Class B Owned prior Owned After Owned After
- ---------------- Warrants to Offering Offering Offering
-------- ----------- -------- --------
<S> <C> <C> <C> <C>
Alan Woinski<F1><F2> 98,666 98.67% 0 0%
Kim Santangelo-Woinski<F1><F2> 98,666 98.67% 0 0%
Louis Dachis<F3> 667 .0067% 0 0%
Lucky Management Corp.<F1><F2> 98,666 98.67% 0 0%

<FN>
<F1> Pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended, beneficial ownership of a security consists
of sole or shared voting power (including the power to vote or
direct the voting) and/or sole or shared investment power
(including the power to dispose or direct the disposition)
with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has
sole power to vote, or dispose or direct the disposition of
all shares beneficially owned, subject to applicable community
property laws.
<F2> Includes Lucky Management Corp., Alan Woinski, the
principal shareholder thereof, and Kim Santangelo-Woinski, who
is married to Mr. Woinski, who together constitute a "group,"
as that term is defined in Section 13D of the Securities
Exchange Act of 1934, as amended.
<F3> Mr. Dachis is currently a Director of the Company.
</TABLE>

- ---------------------------------------------------------------
USE OF PROCEEDS
- ---------------------------------------------------------------

The securities to which this Prospectus relates are being
distributed to holders of Pratt Common Stock as a dividend and
neither the Company nor Pratt will receive any cash or other
proceeds in connection with the Distribution.

Additionally, securities are being registered on behalf of the
selling securityholders and the Company will not receive any
cash or other proceeds in connection with the subsequent sale.
Any proceeds received from the subsequent exercise of the
Class A and Class B Warrants shall be used as working capital
and to expand operations. If all of the Class A Warrants are
exercised, the proceeds shall be utilized over a six month
period. If all of the Class B Warrants are exercised, the
proceeds shall be utilized over a two year period.

Page 18 of 57 Pages
<PAGE> 19

- ---------------------------------------------------------------
THE COMPANY
- ---------------------------------------------------------------

THE COMPANY. The Company was incorporated in Nevada on June
1, 1995. The Company is authorized to issue Fifty Million
(50,000,000) Common Shares, $.001 par value. The Board of
Directors of the Company have authorized a dividend
distribution of 100,000 "A" Warrants on a pro rata basis to
the shareholders of record as of June 4, 1995. The "A"
Warrants shall be exercisable for a period of two years from
issuance. The "A" Warrants shall be exercisable into Common
Shares of the Company at the exercise price of $4.00 per
Common Share. The Board of Directors of the Company have also
authorized a dividend distribution of 100,000 "B" Warrants on
a pro rata basis to the shareholders of record as of June 4,
1995. The "B" Warrants shall be exercisable for a period of
two years from issuance. The "B" Warrants shall be
exercisable into Common Shares of the Company at the exercise
price of $6.00 per Common Share. There are currently 99,333
Class "A" Warrants and 99,333 Class "B" Warrants issued and
outstanding.

The Company's executive offices are located at 400 Park Place,
#2C, Fort Lee, New Jersey 07024 and its mailing address is 177
Main Street, Suite 312, Fort Lee, New Jersey 07024. Telephone
No. (201) 947 - 4642. These offices consist of 1,300 square
feet on a five year lease commencing November 1, 1995 for
$1,500 per month.

BUSINESS OBJECTIVE. The operations and objectives of the
Company are to provide a daily 900 number hotline information
service and weekly newsletter regarding all aspects of the
gaming industry.

The Company also provides consulting services. The
consulting services shall include information services
described above, consulting regarding day to day operations of
gaming enterprises and consulting regarding investor relations
and corporate communications for gaming enterprises.

No independent organization has conducted market research
providing management with independent assurance from which to
estimate potential demand for the Company's business
operations. Even in the event market demand is independently
identified, there is no assurance the Company will be
successful.

EMPLOYEES. As of the date of this Prospectus, the Company
has two full time employees (the Company's current officers)
and no part time employees. The officers conduct all of the
business of the Company. See "Risk Factors."

The Company will, as operations demand, sub-contract the
balance of its personnel through independent contractors or
hire additional employees.

CONSULTING AGREEMENT. During June, 1995, the Company entered
into a consulting agreement with Pratt, Wylce & Lords, Ltd.
("Pratt") to assist the Company in its capitalization and the
obtainment of additional financing. To date, Pratt has
provided consulting services to the Company regarding capital
structuring, initial equity financing, and preparation of a
registration statement. As partial payment for consulting
services, the Company issued 185,000 of its Common Shares to
Pratt, of which 65,000 Common Shares are to be registered and
distributed to Pratt shareholders and 65,000 Common

Page 19 of 57 Pages
<PAGE> 20

Shares to a nominee of Pratt. In addition, Pratt received total
cash compensation of $60,000.

Pratt and the Company believe that the distribution to Pratt's
shareholders, which will result in an increased shareholder
base of the Company, will be an advantage to the Company at
such time as the Company may require additional capital and/or
make application to NASDAQ. As a result, the Company has
agreed to pay for the registration costs of the distribution
along with the registration of common stock on behalf of
selling shareholders.

COMPETITION. There is significant competition in the gaming
industry. The Company will be competing with established
companies and other entities (many of which may possess
substantially greater resources than the Company). Almost
all of the companies with which the Company competes are
substantially larger, have more substantial histories,
backgrounds, experience and records of successful operations,
greater financial, technical, marketing and other resources,
more employees and more extensive facilities than the Company
now has, or will have in the foreseeable future. It is also
likely that other competitors will emerge in the near future.
There is no assurance that the Company will continue to
compete successfully with other established gaming news
enterprises. The Company shall compete on the basis of
quality and on public taste in addition to a price basis.
Inability to compete successfully might result in increased
costs, reduced yields and additional risks to the investors
herein.

BUSINESS DEVELOPMENT COMPANY. As the Company obtains equity
interests in gaming companies who desire to become public, the
Company may become subject to the provisions of the Investment
Company Act of 1940. It is possible that the Company may
choose to elect to be treated as a Business Development
Company ("BDC") pursuant to Section 54 of the Investment
Company Act of 1940 (the "1940 Act"). On October 21, 1980,
the 1940 Act was amended by a series of amendments which added
sections 59 through 65. These sections comprise the Small
Business Investment Incentive Act of 1980 (the "SMIIA").
For purposes of the SMIIA, a business development company is
defined as a domestic closed-end company which is operated for
the purpose of making certain types of investments and which
makes available significant managerial assistance to the
companies in which it invests. Generally, a company which
elects to be treated as a business development company, or
intends within 90 days to so elect, is exempt from certain
provisions of sections 1 through 53 of the 1940 Act.

To take advantage of these special regulatory provisions, a
BDC must comply with sections 59 through 65 of the 1940 Act,
which require, among other things, that:
a. a majority of the BDC's directors must not be
"interested persons" as defined in section 2(a)(19) of the
1940 Act;
b. A BDC is restricted in the kind of investments it
can make, i.e., at least seventy percent of the BDC's assets
(excluding assets necessary to maintain the business, such as
office furniture) must consist of securities of small,
developing business or financially troubled businesses and
such liquid assets as cash or cash items, Government
securities or short-term, high quality debt securities;

Page 20 of 57 Pages
<PAGE> 21

c. A BDC must annually furnish to its shareholders a
statement, in such form and manner as the Securities and
Exchange Commission may prescribe, about the risks involved in
investing in a BDC due to the nature of its portfolio, and;
d. A BDC must have a class of equity securities
registered under the 1934 Act or have filed a registration
statement under that section and must comply with the periodic
reporting requirements under the 1934 Act, including annual
reports, quarterly reports and reports of certain material
changes, rather than with those in section 30 of the 1940 Act.

- ---------------------------------------------------------------
BUSINESS ACTIVITIES
- ---------------------------------------------------------------

The Company provides the following products and services.

Information Center: The Company's Information Center
division covers all types of gaming. Information concerning
all aspects of the gaming industry shall be provided,
including riverboat and land based gambling, lotteries,
paramutuals, charitable gaming and Indian gaming. The
Company shall also provide very limited information on
Internet gaming which is currently unregulated. The Company
provides The Gaming Industry Daily Report Hotline, a 900
number hotline at $.95 per minute with the average length of
the call being 4.5 minutes. The Gaming Industry Daily Report
has four selections which include a daily update, a weekly
update, a model portfolio and CEO interviews. The Company
also distributes The Gaming Industry Weekly Report, which
includes news, editorial commentary, insider transactions and
a rumor section. The Gaming Industry Weekly Report charges
$75 for 13 weeks and $250 for 52 weeks by mail. The fax
subscription is $125 for 13 weeks and $400 for 52 weeks.
There is also a combination plan where a subscriber receives
the weekly report and the hotline without any 900# charges for
$99 per month, payable three months in advance. The
subscriber dials a toll number and enters a code to hear The
Gaming Industry Daily Report. Mr. Woinski is the only
principal who has experience in preparing published reports
relating to the gaming industry ( since March, 1993).

The Company intends to expand the information center to
include daily fax updates on the events in the industry and in
the financial markets, a wire service to disseminate the
information to the uniformed public and joint ventures with
other industry publications.

There is currently very limited information available
regarding the gaming industry. The Company's information
services are targeted at industry personnel plus consumers of
and investors in the industry. The Company targets areas
that have legalized casinos since that is where most of the
employees and management reside and work. These areas
include Nevada, Mississippi, Iowa, New Jersey, Missouri,
Minnesota, Louisiana, Colorado, Indiana and Connecticut.
Additionally, the Company targets states where Indian casinos
are located and in Canada. The Company will target Mexico
and other South America countries as legalization of casinos
occurs in those areas.

The information provided by the Company includes reporting and
analysis of news releases by gaming companies, Dow Jones
Federal Filings new reports and reports on political decisions
affecting the gaming industry and employee changes in the
industry. Dow Jones Federal Filings is a service of Dow
Jones and Co. It includes excerpts from

Page 21 of 57 Pages
<PAGE> 22

Form 10-Ks, 10-Qs,, and 8-Ks filed by reporting companies. It also
lists insider transactions as they are reported to the Securities
and Exchange Commission. The Company uses these services from
Dow Jones, company press releases, newspaper articles from
around the world and management's contacts in the industry to
summarize and disseminate information to investors and
industry personnel who do not have the time, access to, or
desire to get the information themselves.

Consulting Services: The Company provides consulting
services to gaming companies who are involved in all types of
gaming activities. These services include overseeing
operations, public relations, investor relations, and acting
as liaisons in joint ventures, financing, lease negotiations,
etc. The Company's fees for its consulting services range
from $1,000 per month to $3,000 per month depending on the
duties to be performed. The majority of this business has
developed directly from subscribers to The Gaming Industry
Weekly Report as well as Mr. Woinski's public speaking
engagements and various articles about and by Mr. Woinski in
trade publications. From December 1992 to August 1995, Mr.
Woinski was President of Lucky Management Corp, an investment
advisory firm which also held interests in other businesses
including printing, real estate, etc. Mr. Woinski served as
an advisor for the Monitrend Gaming and Leisure Mutual Fund
from October 1993 to December 1994 and was Portfolio Manager
of the High Rollers Investment Partnership from December 1992
to October 1993. Mrs. Woinski was Vice President of Lucky
Management Corp., an investment advisory firm which also held
interests in other businesses including printing, real estate,
etc. from December 1992 to August 1995. The Company shall
target the same areas described above under "Information
Center".

Mr. Woinski writes the newsletter and gathers the information
for the newsletter. Mr. Woinski will perform all of the
actual consulting services. Mrs. Woinski is in charge of
customer relations, in house accounting and marketing of the
Company's newsletter and other services.

The following is a summary of segment information for the
period ended October 31, 1995 and for the period from November
1, 1995 to January 31, 1996:

<TABLE>
<CAPTION>
For period from
For period ended November 31, 1995 to
October 31, 1995 January 31, 1996
---------------- ----------------
<S> <C> <C>
Sales to unaffiliated customers:
Subscription sales $12,121 $18,434
Consulting Fees $22,100 $26,223
------- -------
$34,221 $44,657

Income (Loss) from operations:
Subscription sales $12,121 $18,434
Consulting fees $22,100 $26,223
------- -------
$34,221 $44,657
Other income 9,372 9,422
General corporate expenses (531,732) (39,549)

Identifiable assets:
General corporate $808,601 $841,448
Capital expenditures:
General corporate $ 1,920 $ -
Depreciation:
General corporate $ 794 $ 447
Amortization:
General corporate $ 320 $ 183
</TABLE>

Income from operations represents the net sales from each
segment, and excludes general corporate expenses and other
income of a general corporate nature. General corporate
assets consists principally of cash and trading securities.

Page 22 of 57 Pages
<PAGE> 23

- ---------------------------------------------------------------
MANAGEMENT'S DISCUSSION
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ---------------------------------------------------------------

TRENDS AND UNCERTAINTIES. Inasmuch as a major portion of
the Company's activities is the development and operation of
a daily 900 number hotline information service, a weekly
newsletter regarding the gaming industry and providing
consulting services, the Company's business operations may be
adversely affected by competitors and prolonged recessionary
periods.

In addition, the future exercise of any of the Warrants is
uncertain based on the current financial condition of the
Company. The lack of future exercise of the Class A or Class
B Warrants registered hereunder would negatively impact the
Company's ability to successfully expand operations.

During the period ended October 31, 1995 consulting fees were
received from Europa Cruises, Champps Entertainment and Game
Financial Corp. amounted to $12,205, $4,000 and $4,000
respectively. During the period from November 1, 1995 to
January 31, 1996 consulting fees were received from Europa
Cruises, Champps Entertainment and Game Financial Corp.
amounted to $7,660, $3,000 and $4,000 respectively. There
can be no certainty that this limited number of consulting
service customers will continue to utilize the Company's
services or that the Company can replace or add to these
consulting customers.

CAPITAL AND SOURCE OF LIQUIDITY. The Company signed a lease
to rent 700 square feet of office space through June 30, 2000.
The Company exercised its option to rent an additional six
hundred square feet of space commencing November 1, 1995.
Total lease payments per month increased from $700 per month
to $1,500. This may have a negative impact on the cash flow
of the Company. The landlord is Lucky Management Corp. Other
than the lease, the Company has no material commitments for
capital expenditures. The Company has planned capital
expenditures as discussed in "Business Activities".

For the period ended October 31, 1995, the Company purchased
fixed assets for $1,920 and incurred organization costs of
$3,191. This resulted in net cash used in investing
activities of $5,111 for the period ended October, 1995.

For the period from November 1, 1995 to January 31, 1996, the
Company had no cash flow from investing activities.

For the period ended October 31, 1995, the Company received
$842,151 from the sale of its common stock and received a loan
from Mr. Woinski, an officer, net of a repayment of $515. As
a result, the Company had net cash provided by financing
activities of $842,666 for the period ended October 31, 1995.

Page 23 of 57 Pages
<PAGE> 24

For the period from November 1, 1995 to January 31, 1996 the
Company had no cash flow from financing activities.

On a long term basis, liquidity is dependent on increased
revenues from operations, additional infusions of capital and
debt financing. The Company believes that additional capital
and debt financing in the short term will allow the Company to
increase its marketing and sales efforts and thereafter result
in increased revenue and greater liquidity in the long term.
However, there can be no assurance that the Company will be
able to obtain additional equity or debt financing in the
future, if at all.

RESULTS OF OPERATIONS. The Company experienced net operating
loss of $488,139 for the period ended October 31, 1995.
General and administrative expenses for the period ended
October 31, 1995 were $531,732 and consisted of principally
common stock issued for services of $427,945 and miscellaneous
general and administrative expenses of $103,787.
Depreciation and amortization totaled $794 and $320
respectively for the period ended October 31, 1995. The
Company had an increase in accounts receivable of $4,829,
accounts payable of $2,234 due to commencement of operations.
The Company had deferred revenue of $16,397 from the sale of
its newsletter subscriptions and unrealized gain on trading
securities of $2,500 for the period ended October 31, 1995.
The Company also purchased trading securities of $30,000.
The material factor in the large net operating loss of the
Company resulted from the issuance of common stock and options
for non-cash consideration of $427,945. Net cash used in
operations for the period ended October 31, 1995 was $77,778.

The Company had net income of $14,530 for the period from
November 1, 1995 to January 31, 1996. General and
administrative expenses for the period from November 1, 1995
to January 31, 1996 were $39,549 and consisted principally of
officer's salaries of $22,100, rent of $4,649 and
miscellaneous general and administrative expenses of $12,800.
The Company acquired trading securities for $45,378 to attempt
to achieve a greater return on its money than could be
obtained in a bank account. Deferred revenue increased $18,034
from the sale of its newsletter subscriptions. Additionally,
the Company purchased furniture and office equipment valued at
$9,418. Net cash used in operations for the period from
November 1, 1995 to January 31, 1996 was $22,232.

The Company is seeking to lower its operating expenses while
expanding operations and increasing its customer base and
operating revenues. The Company is focusing on decreasing
administrative costs. However, increased marketing expenses
will probably occur in future periods as the Company attempts
to further increase its marketing and sales efforts.

- ---------------------------------------------------------------
CERTAIN TRANSACTIONS
- ---------------------------------------------------------------

RELATED PARTY TRANSACTIONS. During the period ended October
31, 1995, Mr. Alan Woinski, an officer of the Company, lent
the Company $1,100. The loan was payable upon demand.
Based on the fact that there is no annual interest rate for
the loan and the fact that Mr. Woinski is a principal in the
Company and is aware of the current financial situation of the
Company, the Company is of the opinion that the terms are as
or more

Page 24 of 57 Pages
<PAGE> 25

favorable as those which could have been obtained by
nonaffiliates. The Company repaid $585 in July, 1995.

During June, 1995, affiliates of the Company exchanged office
equipment with a historical cost basis of $7,498 for common
stock of the Company.

During November, 1995 the Company entered into a lease for its
office facilities with a related party expiring during
November 2000. The rent pursuant to the lease approximates
fair market. Minimum annual rent payment due under the lease
totals $18,000 for each year ended October 31, 1996 through
2000.

DISTRIBUTION OF SECURITIES. On June 4, 1995, the Board of
Directors authorized the distribution of 100,000 each of A and
B stock purchase warrants exercisable as follows:

$4.00 plus one A warrant for each share of common stock; and
$6.00 plus one B warrant for each share of common stock.

The warrants are exercisable for a period of two years from
the date of issue and are callable with 30 days notice at a
price of $.001 per warrant.

Upon the resignation of a director, 667 of the Class "A" and
Class "B" Warrants were retired.

The Class A and Class B Warrants and the common stock
underlying said Class A and Class B Warrants are being
registered in this Offering.

LOCKUP AGREEMENT. Pursuant to a written agreement in
October, 1995, the principal shareholders and officers and
directors (Alan Woinski, Kim Santangelo-Woinski, Lucky
Management Corp., Louis Dachis who received warrants issued
them pursuant to the Special Meeting of the Board of Directors
held on June 4, 1995 have agreed as follows:

In the event the shareholder exercises any warrants, the stock
issued to the shareholder pursuant to the exercise shall be
locked in and restricted from trading for a period of two
years. A notice is to be placed on the face of each stock
certificate covered by the terms of the Agreement stating that
the transfer of the stock evidenced by the certificate is
restricted until twenty-four (24) months from the date of
issuance. The shareholder also agrees not to sell or
otherwise transfer their interest in the warrants except to an
underwriter or other market makers in the stock once a market
is established. The shareholder further agrees that the
total value in cash, or other consideration, paid by the buyer
to the seller shall not exceed $.01 per warrant.

- ---------------------------------------------------------------
MANAGEMENT
- ---------------------------------------------------------------

OFFICERS AND DIRECTORS. Pursuant to the Articles of
Incorporation, each Director shall serve until the annual
meeting of the stockholders, or until his successor is elected
and qualified. It is the intent of the Corporation to
support the election of a majority of "outside" directors at
such meeting. The Corporation's basic philosophy mandates the
inclusion of directors who will be representative of
management, employees and the minority shareholders of the
Corporation. Directors may only be removed for "cause". The
term of office of each officer of the Corporation is at the
pleasure of the Corporation's Board.

Page 25 of 57 Pages
<PAGE> 26

The principal executive officers and directors of the
Corporation will be as follows:
<TABLE>
<CAPTION>
Name Position Term(s) of Office
- -------------------------------------------------------------------------------
<S> <C> <C>
Alan Woinski, age 31 President Inception to
and Director present

Kim Santangelo-Woinski, Vice President, Secretary, Inception to
age 32 Treasurer and Director present

Louis Dachis, age 25 Director Inception to present
</TABLE>

Resumes:

Alan Woinski - Mr. Woinski is currently President and a
Director of the Company. Mr. Woinski founded The Gaming
Industry Daily Report in March, 1993 and has been its editor
since August 1993. Mr. Woinski was Vice President of A & E
Printing, Inc. from January 1988 to December 1994. Since
January 1995, Mr. Woinski has been President of A & E
Printing, Inc., a commercial printing company. As Vice-
President, Mr. Woinski was in charge of sales, marketing and
production. As president, Mr. Woinski's duties were expanded
to hiring and firing personnel, inventory control and
overseeing all operations of the company. From December 1992
to August 1995, Mr. Woinski was also President of Lucky
Management Corp, an investment advisory firm which also held
interests in other businesses including printing, real estate,
etc. As president, Mr. Woinski handled all investment
advisory accounts including being the advisor to the Monitrend
Gaming and Leisure fund. Mr. Woinski served as an advisor
for the Monitrend Gaming and Leisure Mutual Fund from October
1993 to December 1994 and was Portfolio Manager of the High
Rollers Investment Partnership from December 1992 to October
1993. Duties as advisor and portfolio manager included
updates on the gaming industry including trend analysis,
technical analysis on securities on companies in the gaming
industry, buy and sell recommendations, etc. Mr. Woinski
graduated from Hofstra University in 1986.

Kim Santangelo-Woinski - Mrs. Woinski is currently Vice
President, Secretary/Treasurer and a Director of the Company.
Mrs. Woinski was Vice President of Lucky Management Corp., an
investment advisory firm which also held interests in other
businesses including printing, real estate, etc. from December
1992 to August 1995. Mrs. Woinski was vice president in
charge of all in-house accounting and customer relations as
well as running the entire office including ordering supplies,
equipment, etc. From January 1992 to January 1994, Mrs.
Woinski worked as operations manager/personal assistant to the
President of Tee Dee's, Inc., a women's clothing store. Mrs.
Woinski's duties included office management and personnel
supervision. From 1990 to 1992, Mrs. Woinski was beverage
manager of Waypointe, Inc., and served as beverage manager of
Treadway Inn Hotel from 1989 to 1991. Her duties as beverage
manager included hiring staff, inventory and overseeing and
filing reports for the parent company.

Louis Dachis - Mr. Dachis is currently a Director of the
Company. Mr. Dachis was self-employed as a freelance graphic
artist from May 1991 to February 1994. From April 1994 to
the present, Mr. Dachis has been the marketing director for
Game Financial Corporation, a credit card cash machine
company. Mr. Dachis is in charge of marketing

Page 26 of 57 Pages
<PAGE> 27

and investor relations for the company. Mr. Dachis attended the
California Institute of The Arts from 1989 to 1993.

Note - Due to a change in the policy of the firm in which he
is employed regarding outside directorships, Mr. Lawrence
Zipkin, who had been a director since inception, resigned his
position of Director in the fourth quarter of 1995. Mr.
Zipkin also returned to treasury all of his common shares,
warrants and options previously issued by the Company.

Remuneration. Since inception, no cash compensation has been
paid by the Corporation to its officers and directors, during
which there were two (2) officers and four (4) directors:

The Company has not entered into Employment Agreements with
its officers. The Board of Directors and shareholders have
approved a Non-Statutory Stock Option Plan to attract and
retain persons of experience and ability and whose services
are considered valuable and to encourage the sense of
proprietorship in such persons and to stimulate the active
interest of such persons in the development and success of the
Corporation.

1. Persons Eligible to Participate in Non-
Statutory Stock Option Plan. The persons eligible
for participation in the Plan as recipients of Non-
statutory Stock Options ("NSOs") shall include
full-time and part-time employees (as determined by
the Committee) and officers of the Company or of an
Affiliated Corporation. In addition, directors of
the Company or any Affiliated Corporation who are
not employees of the Company or an Affiliated
Corporation and any attorney, consultant or other
adviser to the Company or any Affiliated
Corporation shall be eligible to participate in the
Plan. For all purposes of the Plan, any director
who is not also a common law employee and is
granted an option under the Plan shall be
considered an "employee" until the effective date
of the director's resignation or removal from the
Board of Directors, including removal due to death
or disability. The Committee shall have full power
to designate, from among eligible individuals, the
persons to whom NSOs may be granted. A person who
has been granted an NSO may be granted an
additional NSO or NSOs, if the Committee shall so
determine. The granting of an NSO shall not be
construed as a contract of employment or as
entitling the recipient thereof to any rights of
continued employment.

2. Stock Reserved for the Plan. Subject to
adjustment, a total of 750,000 shares of Common
Stock, $.001 par value per share ("Stock"), of the
Company shall be subject to the Plan. The Stock
subject to the Plan shall consist of unissued
shares or previously issued shares reacquired and
held by the Company or any Affiliated Corporation,
and such amount of shares shall be and is hereby
reserved for sale for such purpose. Any of such
shares which may remain unsold and which are not
subject to

Page 27 of 57 Pages
<PAGE> 28

outstanding NSOs at the termination of
the Plan shall cease to be reserved for the purpose
of the Plan, but until termination of the Plan, the
Company shall at all times reserve a sufficient
number of shares to meet the requirements of the
Plan. Should any NSO expire or be canceled prior
to its exercise in full, the unexercised shares
theretofore subject to such NSO may again be
subjected to an NSO under the Plan.

3. Option Price. The purchase price of each
share of Stock placed under NSO shall not be less
than Eighty Five percent (85%) of the fair market
value of such share on the date the NSO is granted.
The fair market value of a share on a particular
date shall be deemed to be the average of either
(i) the highest and lowest prices at which shares
were sold on the date of grant, if traded on a
national securities exchange, (ii) the high and low
prices reported in the consolidated reporting
system, if traded on a "last sale reported" system,
such as NASDAQ, for over the counter securities, or
(iii) the high bid and high asked price for other
over-the-counter securities. If no transactions in
the Stock occur on the date of grant, the fair
market value shall be determined as of the next
earliest day for which reports or quotations are
available. If the common shares are not then
quoted on any exchange or in any quotation medium
at the time the option is granted, then the Board
of Directors or Committee will use its discretion
in selecting a good faith value believed to
represent fair market value based on factors then
known to them. The cash proceeds from the sale of
Stock are to be added to the general funds of the
Company.

4. Exercise Period. (a) The NSO exercise period
shall be a term of not more than ten (10) years
from the date of granting of each NSO and shall
automatically terminate:

(i) Upon termination of the optionee's
employment with the Company for cause;
(ii) At the expiration of twelve (12) months
from the date of termination of the optionee's
employment with the Company for any reason other
than death, without cause; provided, that if the
optionee dies within such nine-month period,
subclause (iii) below shall apply; or
(iii) At the expiration of fifteen (15) months
after the date of death of the optionee.

(b) "Employment with the Company" as used in
the Plan shall include employment with any
Affiliated Corporation, and NSOs granted under the
Plan shall not be affected by an employee's
transfer of employment among the Company and any
Parent or Subsidiary thereof. An optionee's
employment with the Company shall not be deemed
interrupted or terminated by a bona fide leave of
absence (such as

Page 28 of 57 Pages
<PAGE> 29

sabbatical leave or employment by the Government) duly
approved, military leave or sick leave.

Pursuant to the Non-Statutory Stock Option Plan, the Board of
Directors has granted stock options to each of the directors
to purchase 10,000 Common Shares of the Company (for an
aggregate of 30,000 Common Shares). The option price shall
be $.01 per Common Share. The exercise period of the options
is Three years.

Board of Directors Compensation. Members of the Board of
Directors may receive an amount yet to be determined annually
for their participation and will be required to attend a
minimum of four meetings per fiscal year. All expenses for
meeting attendance or out of pocket expenses connected
directly with their Board representation will be reimbursed by
the Corporation. Director liability insurance may be provided
to all members of the Board of Directors. No differentiation
is made in the compensation of "outside directors" and those
officers of the Corporation serving in that capacity.

CONFLICTS OF INTEREST POLICY. The Company has adopted a policy
that any transactions with directors, officers or entities of
which they are also officers or directors or in which they
have a financial interest, will only be on terms consistent
with industry standards and approved by a majority of the
disinterested directors of the Company's Board of Directors.
The Board of Directors resolved that the Bylaws of the Company
shall be amended to provide that no such transactions by the
Company shall be either void or voidable solely because of
such relationship or interest of directors or officers or
solely because such directors are present at the meeting of
the Board of Directors of the Company or a committee thereof
which approves such transactions, or solely because their
votes are counted for such purpose if: (i) the fact of such
common directorship or financial interest is disclosed or
known by the Board of Directors or committee and noted in the
minutes, and the Board or committee authorizes, approves or
ratifies the contract or transaction in good faith by a vote
for that purpose without counting the vote or votes of such
interested directors; or (ii) the fact of such common
directorship or financial interest is disclosed to or known by
the shareholders entitled to vote and they approve or ratify
the contract or transaction in good faith by a majority vote
or written consent of shareholders holding a majority of the
Common Shares entitled to vote (the votes of the common or
interested directors or officers shall be counted in any such
vote of shareholders), or (iii) the contract or transaction is
fair and reasonable to the Company at the time it is
authorized or approved. In addition, interested directors may
be counted in determining the presence of a quorum at a
meeting of the Board of Directors of the Company or a
committee thereof which approves such transactions.

INDEMNIFICATION. The Corporation shall indemnify to the
fullest extent permitted by, and in the manner permissible
under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by
reason of the fact that he is or was a director or officer of
the Corporation, or served any other enterprise as director,
officer or employee at the request of the Corporation. The
Board of Directors, in its discretion, shall have the power on
behalf of the Corporation to indemnify any person, other than
a director or officer, made a party to any action, suit or
proceeding by reason of the fact that he/she is or was an
employee of the Corporation.

Page 29 of 57 Pages
<PAGE> 30

Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the Corporation, the Corporation has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other
than the payment by the Corporation of expenses incurred or
paid by a director, officer or controlling person of the
Corporation in the successful defense of any action, suit or
proceedings) is asserted by such director, officer, or
controlling person in connection with any securities being
registered, the Corporation will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issues.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE
CORPORATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY BY THE SECURITIES
AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.

Page 30 of 57 Pages
<PAGE> 31

- --------------------------------------------------------------
PRINCIPAL SHAREHOLDERS
- --------------------------------------------------------------

There are currently 1,591,834 Common Shares outstanding. The
following tabulates holdings of shares of the Corporation by
each person who, subject to the above, at the date of this
Memorandum, holds of record or is known by Management to own
beneficially more than 5.0% of the Common Shares and, in
addition, by all directors and officers of the Corporation
individually and as a group.

<TABLE>
<CAPTION>
Shareholdings at Date of
This Memorandum
--------------------------------
Amount Amount
Name and Address of of Common Shares of Common Shares
Beneficial Owner Currently Owned Percent Owned After Offering Percent
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alan Woinski 740,000<F1><F2><F3> 46.49% 740,000 46.49%

Lucky Management Corp. 740,000<F1><F2><F3> 46.49% 740,000 46.49%

Kim Santangelo-Woinski 740,000<F1><F2><F3> 46.49% 740,000 46.49%

Louis Dachis 5,000 .31% 5,000 .31%

Pratt, Wylce & Lords 185,000 11.62% 0 0%

Clinton Clark 65,000 4.08% 0 0%

All Directors & Officers
as a group (3 persons) 745,000 46.70% 745,000 46.70%

<F2> Includes Lucky Management Corp., Alan Woinski, the
principal shareholder thereof, and Kim Santangelo-Woinski, who
is married to Mr. Woinski, who together constitute a "group,"
as that term is defined in Section 13D of the Securities
Exchange Act of 1934, as amended.

<F3> The above disclosure does not include common shares which
may be issued upon the exercise of the Class A or Class B
Warrants. Assuming exercise of the Class A and Class B
Warrants, Alan Woinski, Kim Santangelo-Woinski and Lucky
Management shall beneficially own a total of 947,332 common
shares.
</TABLE>

Page 31 of 57 Pages
<PAGE> 32

There are currently 99,333 Class A Warrants outstanding. The
following tabulates holdings of Class A Warrants of the
Company by each person who, subject to the above, at the date
of this Prospectus, holds of record or is known by Management
to own beneficially more than 5.0% of the Common Shares and,
in addition, by all directors and officers of the Company
individually and as a group.

<TABLE>
<CAPTION>
Name Total Number Percentage Amount Percentage
- ---- of Class A Owned prior Owned After Owned After
Warrants to Offering Offering Offering
-------- ----------- -------- --------
<S> <C> <C> <C> <C>
Alan Woinski<F1> 98,666 99.33% 0 0%
Kim Santangelo-Woinski<F1> 98,666 99.33% 0 0%
Lucky Management Corp.<F1> 98,666 99.33% 0 0%
Louis Dachis 667 .0067% 0 0%
All Officers and Directors - 3 99,333 100.00% 0 0%
<FN>
<F1>pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended, beneficial ownership of a security consists
of sole or shared voting power (including the power to vote or
direct the voting) and/or sole or shared investment power
(including the power to dispose or direct the disposition)
with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has
sole power to vote, or dispose or direct the disposition of
all shares beneficially owned, subject to applicable community
property laws.

<F2>Includes Lucky Management Corp., Alan Woinski, the
principal shareholder thereof, and Kim Santangelo-Woinski, who
is married to Mr. Woinski, who together constitute a "group,"
as that term is defined in Section 13D of the Securities
Exchange Act of 1934, as amended.
</TABLE>

There are currently 99,333 Class B Warrants outstanding. The
following tabulates holdings of Class B Warrants of the
Company by each person who, subject to the above, at the date
of this Prospectus, holds of record or is known by Management
to own beneficially more than 5.0% of the Common Shares and,
in addition, by all directors and officers of the Company
individually and as a group.

<TABLE>
<CAPTION>
Name Total Number Percentage Amount Percentage
- ---- of Class B Owned prior Owned After Owned After
Warrants to Offering Offering Offering
-------- ----------- -------- --------
<S> <C> <C> <C> <C>
Alan Woinski<F1> 98,666 99.33% 0 0%
Kim Santangelo-Woinski<F1> 98,666 99.33% 0 0%
Louis Dachis 667 .0067% 0 0%
Lucky Management Corp.<F1> 98,666 99.33% 0 0%
All Officers and Directors - 3 99,333 100.00% 0 0%
<FN>
<F1> Pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended, beneficial ownership of a security consists
of sole or shared voting power (including the power to vote or
direct the voting) and/or sole or shared investment power
(including the power to dispose or direct the disposition)
with respect to a security whether through a
contract, arrangement, understanding, relationship or
otherwise. Unless otherwise indicated, each person indicated
above has sole power to vote, or dispose or direct the
disposition of all shares beneficially owned, subject to
applicable community property laws.

Page 32 of 57 Pages
<PAGE> 33

- -------------------------------------------------------------
SHARES ELIGIBLE FOR FUTURE SALE
- -------------------------------------------------------------

Upon completion of the Distribution, the Company will have
1,591,834 shares of Common Stock outstanding, 931,834 of which
are being registered on behalf of selling shareholders in this
Offering. This does not include any Common Stock issued upon
exercise of the 99,333 Class A Warrants and 99,333 Class B
Warrants currently being registered on behalf of selling
shareholders. Of these shares, 65,000 shares distributed in
the Distribution will be freely tradable without restriction
or further registration under the Securities Act, except for
any shares purchased by an existing "affiliate" of the
Company, which will be subject to the resale limitations of
Rule 144 under the Securities Act. The remaining shares, as
well as other securities which may be issued, in the future,
in private transactions pursuant to an exemption from the
Securities Act are "restricted securities" and may be sold in
compliance with Rule 144 adopted under the Securities Act of
1933, as amended. Rule 144 provides, in essence, that a
person who has held restricted securities for a period of two
years may sell every three months in a brokerage transaction
or with a market maker an amount equal to the greater of 1% of
the Company's outstanding shares or the average weekly trading
volume, if any, of the shares during the four calendar weeks
preceding the sale. The amount of "restricted securities"
which a person who is not an affiliate of the Company may sell
is not so limited: nonaffiliates may each sell without
limitation shares held for three years. The Company will make
application for the listing of its Shares in the NASDAQ system
or the American Stock Exchange. Sales under Rule 144 may, in
the future, depress the price of the Company's Shares in the
over-the-counter market, should a market develop.

Prior to this offering there has been no public market for the
Common Stock of the Company. The effect, if any, of a public
trading market or the availability of shares for sale at
prevailing market prices cannot be predicted. Nevertheless,
sales of substantial amounts of shares in the public market
could adversely effect prevailing market prices.

- --------------------------------------------------------------
NASDAQ LISTING
- --------------------------------------------------------------

CRITERIA FOR NASDAQ LISTING. Prior to the date hereof,
there has been no trading market for the Common Stock of the
Company. The Company has agreed to use its best efforts to
apply for the quotation of its Common Stock on the National
Association of Securities Dealers Automated Quotation System
("NASDAQ"). The Company will not

Page 33 of 57 Pages
<PAGE> 34

meet the proposed criteria as of the completion of the offering.
In order to obtain the NASDAQ listing, the Company must meet the
following criteria: (i) have total assets in excess of $4,000,000;
(ii) have net equity in excess of $2,000,000; (iii) become a
reporting company under the Securities Exchange Act of 1934; (iv)
have a minimum of 300 shareholders; (v) have a public float of at
least 100,000 shares and (vi) have a bid price of $3.00. The
Company hopes to meet (i) and (ii) upon the exercise of the
warrants being registered in this offering. There can be no
assurance that any warrants will, in fact, be exercised.
Additionally, the Company shall file a Form 10 immediately
after the effective date of this registration statement to
meet the requirements of (iii). After the effective date of
this registration statement, the Company shall meet the
criteria in (iv). Immediately after the effective date of
this registration statement, the Company shall apply for the
quotation of its Common Stock on the over-the-counter market.
There can be no assurance, however, that the Common Stock
will be quoted, that an active trading and/or a liquid market
will develop or, if developed, that it will be maintained.
The Company does not intend to apply for quotation of its
Common Stock on NASDAQ until it meets the above criteria.

BROKER-DEALER SALES OF COMPANY SECURITIES. Until the Company
successfully obtains a listing on the NASDAQ quotation system,
if ever, the Company's securities may be covered by Rule 15c2-
6 under the Securities Exchange Act of 1934 that imposes
additional sales practice requirements on broker-dealers who
sell such securities to persons other than established
customers and accredited investors (generally institutions
with assets in excess of $5,000,000 or individuals with net
worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse). For
transactions covered by the rule, the broker-dealer must make
a special suitability determination of the purchaser and have
received the purchaser's written agreement to the transaction
prior to the sale. In order to approve a person's account for
transactions in designated securities, the broker or dealer
must (i) obtain information concerning the person's financial
situation, investment experience and investment objectives;
(ii) reasonably determine, based on the information required
by paragraph (i) that transactions in designated securities
are suitable for the person and that the person has sufficient
knowledge and experience in financial matters that the person
reasonably may be expected to be capable of evaluating the
rights of transactions in designated securities; and (iii)
deliver to the person a written statement setting forth the
basis on which the broker or dealer made the determination
required by paragraph (ii) in this section, stating in a
highlighted format that it is unlawful for the broker or
dealer to effect a transaction in a designated security
subject to the provisions of paragraph (ii) of this section
unless the broker or dealer has received, prior to the
transaction, a written agreement to the transaction from the
person; and stating in a highlighted format immediately
preceding the customer signature line that the broker or
dealer is required to provide the person with the written
statement and the person should not sign and return the
written statement to the broker or dealer if it does not
accurately reflect the person's financial situation,
investment experience and investment objectives and obtain
from the person a manually signed and dated copy of the
written statement. A designated security means any equity
security other than a security (i) registered, or approved for
registration upon notice of issuance on a national securities
exchange that makes transaction reports available pursuant to
17 CFR 11Aa3-1 (ii) authorized or approved for authorization
upon notice of issuance, for quotation in the NASDAQ system;
or . . . (iv) whose issuer has net tangible assets in excess
of $2,000,000 demonstrated by financial statements dated less
than fifteen months previously that the broker or dealer has
reviewed and has a reasonable basis to believe are true and
complete in relation to the date of the transaction with the
person. Consequently, the rule may affect the ability of
broker-dealers to sell the Company's securities and also may
affect the ability of purchasers in this Offering to sell
their shares in the secondary market.

Page 34 of 57 Pages
<PAGE> 35

- -------------------------------------------------------------
DESCRIPTION OF SECURITIES
- -------------------------------------------------------------

QUALIFICATION. The following statements constitute brief
summaries of the Company's Certificate of Incorporation and
Bylaws, as amended. Such summaries do not purport to be
complete and are qualified in their entirety by reference to
the full text of the Certificate of Incorporation and Bylaws.

The Company's articles of incorporation authorize it to issue
up to 50,000,000 Common Shares, $.001 par value per Common
Share. Shares of common stock purchased in this offering
will be fully paid and non-assessable.

COMMON STOCK. Holders of Common Shares of the Company are
entitled to cast one vote for each share held at all
shareholders meetings for all purposes. Upon liquidation or
dissolution, each outstanding Common Share will be entitled to
share equally in the assets of the Company legally available
for distribution to shareholders after the payment of all
debts and other liabilities. Common Shares do not have any
cumulative or preemptive or other rights to subscribe to or
purchase additional Common Shares in the event of a subsequent
offering. All outstanding Common Shares are, and the shares
offered hereby legally issued, fully paid and non-assessable.

There are no limitations or restrictions upon the rights of
the Board of Directors to declare dividends out of any funds
legally available therefor. The Company has not paid
dividends to date and it is not anticipated that any dividends
will be paid in the foreseeable future. The Board of
Directors initially may follow a policy of retaining earnings,
if any, to finance the future growth of the Company.
Accordingly, future dividends, if any, will depend upon, among
other considerations, the Company's need for working capital
and its financial conditions at the time.

COMMON STOCK PURCHASE WARRANTS. On June 4, 1995, the Board of
Directors authorized the distribution of 100,000 each of A and
B stock purchase warrants. There are currently 99,333 Class
A Warrants and 99,333 Class B Warrants issued and outstanding.

Each Class A Warrant is exercisable for a period of 24 months
from the date of issuance into one share of common stock of
the Company at the exercise price of $4.00 per common share.
The Class A Warrants are callable with 30 days written
notice at a price of $.001 per Class A Warrant.

Each Class B Warrant is exercisable for a period of 24 months
from the date of issuance into one share of common stock of
the Company at the exercise price of $6.00 per common share.
The Class B Warrants are callable with 30 days written
notice at a price of $.001 per Class B Warrant.

The only difference between the Class A and Class B Warrants
is the increased exercise price of the Class B Warrants
($6.00) compared to the exercise price of the Class A Warrants
($4.00).

Page 35 of 57 Pages
<PAGE> 36

Upon the resignation of a director, 667 of the Class A and
Class B Warrants were retired.

The Class A and Class B Warrants and the common stock
underlying said Class A and Class B Warrants are being
registered in this Offering.

TRANSFER AGENT. The Company shall act as its own transfer
agent until after the completion of the Offering.

- -------------------------------------------------------------
LEGAL MATTERS
- -------------------------------------------------------------

The due issuance of the Common Shares offered hereby will be
opined upon for the Company by J. M. Walker in which opinion
Counsel will rely on the validity of the Certificate and
Articles of incorporation issued by the State of Nevada, as
amended and the representations by the management of the
Company that appropriate action under Nevada law has been
taken by the Company.

- -------------------------------------------------------------
LEGAL PROCEEDINGS
- -------------------------------------------------------------

The Company is not involved in any legal proceedings as of the
date of this Prospectus.

- -------------------------------------------------------------
EXPERTS
- -------------------------------------------------------------

The audited financial statements included in this Prospectus
have been so included in reliance on the report of Winter,
Scheifley & Associates P.C., Certified Public Accountants, on
the authority of such firm as experts in auditing and
accounting.

- -------------------------------------------------------------
INTERESTS OF NAMED
EXPERTS AND COUNSEL
- -------------------------------------------------------------

None of the experts or counsel named in the Prospectus are
affiliated with the Company.

Page 36 of 57 Pages

<PAGE> 37
REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Gaming Venture Corp., U.S.A.

We have audited the accompanying balance sheet of Gaming Venture Corp.,
U.S.A. as of October 31, 1995, and the related statements of operations,
stockholders' equity, and cash flows for the period from inception (June 1,
1995) to October 31, 1995. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Gaming Venture Corp., U.S.A.
as of October 31, 1995, and the results of its operations, and its cash
flows for the period from inception (June 1, 1995) to October 31, 1995, in
conformity with generally accepted accounting principles.

Winter, Scheifley & Associates, P.C.
Certified Public Accountants

Denver, Colorado
December 18, 1995

Page 37 of 57 Pages

<PAGE> 38

</TABLE>
<TABLE>
Gaming Venture Corp., U.S.A.
Balance Sheet
October 31, 1995
<S> <C>
ASSETS

Current assets:
Cash $ 759,777
Accounts receivable 4,829
Trading securities 32,500
---------
797,106
Property, plant and equipment,
at cost:
Furniture and office equipment 9,418
Less: accumulated depreciation 794
---------
8,624
Other assets:
Organization costs net of accumulated
amortization of $320 2,871

$ 808,601
=========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 2,234
Deferred revenue 16,397
Due to affiliates 515
---------
Total current liabilities 19,146

Commitments and contingencies

Stockholders' equity:
Common stock, $.001 par value,
50,000,000 shares authorized,
1,591,834 shares issued and
outstanding 1,592
Paid in capital 1,276,002
Accumulated deficit (488,139)
---------
789,455

$ 808,601
=========

See the accompanying notes to the financial statements.
</TABLE>

Page 38 of 57 Pages
<PAGE> 39

<TABLE>
Gaming Venture Corp., U.S.A.
Statement of Operations
For the Period From Inception (June 1, 1995) to October 31, 1995

<S> <C>
Revenue $ 34,221

Costs and expenses:

General and administrative 531,732
-----------
Net loss from operations (497,511)

Other income:
Unrealized gain on trading securities 2,500
Interest income 6,872
----------
9,372

Net loss $ (488,139)
===========

Per share information:

Weighted average number of common
shares outstanding 1,436,734
==========
Net loss per share $ (.34)
==========

See the accompanying notes to the financial statements.

</TABLE>

Page 39 of 57 Pages
<PAGE> 40
<TABLE>
Gaming Venture Corp., U.S.A.
Statement of Changes in Stockholders' Equity
For the Period From Inception (June 1, 1995) to October 31, 1995
<CAPTION>
Paid in
Common Stock Capital Accumulated Deficit Total
----------------- ------- ------------------- -----
Shares Amount
------ ------
<S> <C> <C> <C> <C> <C>
Shares issued for services,
office equipment and cash
to affiliates at $.01 per
share (June, 1995) 745,000 $ 745 $ 7,498 $ - $ 8,243
Shares issued for services
at $1.50 per share
(June, 1995) 255,000 255 382,245 - 382,500
Shares issued for cash at
$1.50 per share pursuant to
a private placement
(July to October, 1995) 591,834 592 887,159 - 887,751
Costs of private placement - - (45,600) - (45,600)
Compensation expense
related to options
exercisable at a price
less than market, issued
to affiliates - - 44,700 - 44,700
Net loss for the period - - - (488,139) (488,139)
--------- -------- ---------- ---------- ----------
Balance October 31, 1995 1,591,834 $ 1,592 $1,276,002 $ (488,139) $ 789,455
========= ======== ========== ========== ==========

See the accompanying notes to the financial statements.
</TABLE>

Page 40 of 57 Pages
<PAGE> 41

Gaming Venture Corp., U.S.A.
Notes to Financial Statements
October 31, 1995

Note 1. ORGANIZATION

The Company was incorporated on June 1, 1995, in the State of Nevada The
operations and objectives of the Company are to provide daily hotline
information and a weekly newsletter regarding the gaming industry. The
Company also provides consulting services. The Company has chosen October 31,
as a year end.

SIGNIFICANT ACCOUNTING POLICIES

Revenue recognition

The company recognizes revenue from its services as follows:

Consulting fees - upon the completion of its services
Hotline - upon usage by the customer
Newsletter - prorated over the life of the subscription

Fixed assets

The company depreciates its office equipment utilizing the straight line
method over a period of five years. Depreciation charged to operations was
$794 for the period ended October 31, 1995.

Net loss per share

The net loss per share is computed by dividing the net loss for the period by
the weighted average number of common shares outstanding for the period.
Common stock equivalents are excluded from the computation as their effect
would be anti-dilutive.

Organization costs

The company amortizes its organization costs over a period of 5 years using
the straight line method. Amortization charged to operations was $320 for the
period ended October 31 1995.

Cash and cash equivalents

Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.

Page 41 of 57 Pages
<PAGE> 42

Gaming Venture Corp., U.S.A.
Notes to Financial Statements
(Continued)

Note 2. COMMON STOCK.

At inception, the Company issued 745,000 shares of its $.001 par value common
stock to affiliates in exchange for cash of $745 and office equipment valued
at $7,498.

During June, 1995 the Company began offering 600,000 shares of its common
stock at $1.50 per share pursuant to a private placement. Pursuant to this
private placement the Company issued 591,834 shares of common stock for cash
aggregating $887,751 through October 31, 1995 and incurred expenses related
to the sale of these shares aggregating $45,600.

During June, 1995 the Company issued shares of its $.001 par value common
stock to non-affiliates for services as follows:
250,000 shares pursuant to a consulting agreement valued at $375,000
(See Note 8) and
5,000 shares for consulting services valued at $7,500

During June, 1995, the Company authorized a distribution to shareholders of
100,000 each of A, and B stock purchase warrants exercisable as follows:

$ 4.00 plus one A warrant for each share of common stock
$ 6.00 plus one B warrant for each share of common stock

The warrants are exercisable for a period of 24 months from the date of issue
and are callable with 30 days notice at a price of $.001 per warrant.

During the period covered by these financial statements the Company issued
shares of its common stock without registration under the Securities Act of
1933. Although the Company believes that the sales did not involve a public
offering of its securities and that it did comply with the "safe harbor"
exemptions from registration under section 4(2), it could be liable for
recission of the sales if such exemptions were found not to apply.

During June, 1995 the Company approved a Stock Option Plan. Eligible to
participate in the plan are employees, officers and directors. The plan will
administered by the Company's Board of Directors. The Company has reserved
750,000 shares of $.001 par value common stock for the plan. The option price
shall not be less than 85% of the fair market value of the stock on the date
the option is granted and shall be for a term of not more than 10 years. On
June 1, 1995 the Company granted 30,000 options to its directors at an
exercise price of $.01 per share for a period of 3 years. Compensation
expense has been recorded for the difference between the exercise price of
the options and the fair value of the common stock of $1.50 per share
($44,700).

Page 42 of 57 Pages
<PAGE> 43

Gaming Venture Corp., U.S.A.
Notes to Financial Statements
(Continued)

During October, 1995 the Company filed a registration statement with the
Securities and Exchange Commission on Form S-1 whereby it is attempting to
register 100,000 Class A warrants, 100,000 Class B warrants, and 1,196,834
shares of common stock (including the 200,000 common shares underlying the A
and B warrants).

Note 3. MARKETABLE SECURITIES

The Company's securities that are bought and held principally for the purpose
of selling them in the near term are classified as trading securities.
Trading securities are recorded at fair value as a current asset with the
change in fair value during the period included in earnings.

At October 31, 1995 the Company held equity securities with a fair value of
$32,500 and a cost of $30,000. The unrealized gain included in earnings was
$2,500. The Company had no sales proceeds from trading securities during the
period ended October 31, 1995.

Note 4. INCOME TAXES

The Company provides for income taxes pursuant to Financial Accounting
Standards Board Statement No. 109 "Accounting for Income Taxes". No provision
for income taxes has been provided for during the period ended October 31,
1995 because of the operating loss for the period. The Company may use this
operating loss through 2010 to offset future income. The Company is unable to
predict future taxable income that would enable it to utilize any deferred
tax asset and therefore the deferred tax asset of approximately $165,000 has
been fully reserved.

Note 5. RELATED PARTY TRANSACTIONS

During the June, 1995 an officer of the Company advanced $1,100 to the
Company. During July, 1995 $585 of this advance was repaid. The Company has
not imputed interest related to this advance as the amount would not be
material to the financial statements.

During June, 1995 affiliates of the Company contributed office equipment with
a historical cost basis of $7,498 to the capital of the Company.

During November, 1995 the Company entered into a lease for its office
facilities with a related party expiring during November, 2000. The rent
pursuant to the lease approximates fair market. Minimum annual rent payments
due under the lease are as follows:

Year ended October 31, 1996: $18,000
1997: $18,000
1998: $18,000
1999: $18,000
2000: $18,000

Page 43 of 57 Pages
<PAGE> 44

Gaming Venture Corp., U.S.A.
Notes to Financial Statements
(Continued)

Note 6. BUSINESS SEGMENTS

The Company currently provides services in two industry segments consisting
of newsletter subscription sales and providing consulting services. Following
is a summary of segment information for the period ended October 31, 1995:

<TABLE>
<S> <C>
Sales to unaffiliated customers:
Subscription sales $ 12,121
Consulting fees 22,100
-----------
$ 34,221
===========
Income from operations:
Subscription sales $ 12,121
Consulting fees 22,100
-----------
34,221
Other income 9,372
General corporate expenses (531,732)
-----------
$ (488,139)
===========
Identifiable assets:
General corporate $ 808,601
===========
Capital expenditures:
General corporate $ 1,920
===========
Depreciation:
General corporate $ 794
===========
Amortization:
General corporate $ 320
===========
</TABLE>

Income from operations represents the net sales from each segment, and
excludes general corporate expenses and other income of a general corporate
nature. General corporate assets consist principally of cash and trading
securities.

During the period ended October 31, 1995 consulting fees received from
Europa Cruises, Champps Entertainment and Game Financial Corp. amounted to
$12,205, $4,000 and $4,000 respectively.

Note 7. CONCENTRATION OF CREDIT RISK

The Company currently has $702,592 bearing interest at 5.75% per annum at
October 31, 1995 on deposit in a money market fund at a single broker. The
amount of SIPC insurance on this fund is limited to $100,000.

Note 8. COMMITMENTS

During June, 1995 the Company entered into a consulting agreement with an
unrelated entity which would assist the Company in its capitalization. As
payment for these services the Company issued 250,000 shares of its $.001 par
value common stock to this entity or its nominee and agreed to pay cash
aggregating $60,000.

Page 44 of 57 Pages
<PAGE> 45

<TABLE>
Gaming Venture Corp., U.S.A.
Statement of Cash Flows
For the Period From Inception (June 1, 1995) to October 31, 1995

<S> <C>
Cash Flows From Operating Activities:
Net loss $ (488,139)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization 320
Depreciation 794
Unrealized gain on trading securities (2,500)
Common stock and options issued for
non-cash consideration 427,945
Increase in accounts receivable (4,829)
Purchase of trading securities (30,000)
Increase in deferred revenue 16,397
Increase in accounts payable 2,234
-----------
Total adjustments 410,361
Net cash provided by (used in)
operations (77,778)
-----------

Cash flows from investing activities:
Increase in organization costs (3,191)
Acquisition of property and equipment (1,920)
-----------
Net cash provided by (used in)
investing activities (5,111)
-----------

Cash Flows From Financing activities:
Increase in due to affiliates 515
Proceeds from the issuance of common stock 842,151
-----------
Net cash provided by (used in)
financing activities 842,666
-----------

Net increase (decrease) in cash and
cash equivalents 759,777
Beginning cash and cash equivalents - .
-----------
Ending cash and cash equivalents $ 759,777
===========

Non-cash investing and financing activities:

Common stock issued to affiliates for office
equipment $ 7,498

Supplemental cash flow information:

Cash paid for: Income taxes $ -
Interest $ -

See the accompanying notes to the financial statements.
</TABLE>

Page 45 of 57 Pages
<PAGE> 46

<TABLE>
Gaming Venture Corp., U.S.A.
Statement of Operations
For the Period From Inception (June 1, 1995) to October 31, 1995

<S> <C>
Revenue $ 34,221

Costs and expenses:

General and administrative 531,732
-----------

Net loss from operations (497,511)

Other income:
Unrealized gain on trading securities 2,500
Interest income 6,872
-----------
9,372

Net loss $ (488,139)
===========

Per share information:

Weighted average number of common
shares outstanding 1,436,734
===========

Net loss per share $ (.34)
===========
See the accompanying notes to the financial statements.
</TABLE>

Page 46 of 57 Pages
<PAGE> 47

<TABLE>
Gaming Venture Corp., U.S.A.
Balance Sheet
January 31, 1996
(Unaudited)
<S> <C>
ASSETS

Current assets:
Cash $ 737,545
Accounts receivable 2,736
Prepaid expenses 1,490
Trading securities 77,250
---------
819,021
Property, plant and equipment,
at cost:
Furniture and office equipment 9,418
Less: accumulated depreciation 1,264
---------
8,154
Other assets:
Other investments 11,562
Organization costs, net 2,711
---------
14,273

$ 841,448
=========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 2,517
Deferred revenue 34,431
Due to affiliates 515
---------
Total current liabilities 37,463

Commitments and contingencies

$ 841,448
=========

See the accompanying notes to the financial statements.

</TABLE>

Page 47 of 57 Pages
<PAGE> 48

Gaming Venture Corp., U.S.A.
Notes to Unaudited Financial Statements
January 31, 1996

Note 1. BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and Article 10 of Regulation S-X. They do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the full year. The accompanying financial
statements should be read in conjunction with the Company's audited financial
statements for the period ended October 31, 1995 included elsewhere in this
Form S-1.

Net income per share

The net income per share is computed by dividing the net income for the
period by the weighted average number of common shares outstanding for the
period.

Note 2. STOCKHOLDERS' EQUITY

Note 3. MARKETABLE SECURITIES

At January 31, 1996 the Company held equity securities with a fair value of
$77,250 and a cost of $75,379. The unrealized loss included in earnings was
$629 for the period ended January 31, 1996. The Company had no sales proceeds
from trading securities during the period ended January 31, 1996.

Page 48 of 57 Pages
<PAGE> 49

Gaming Ventures, Inc.
Notes to Unaudited Financial Statements
(Continued)

Note 4. INCOME TAXES

The Company provides for income taxes pursuant to Financial Accounting
Standards Board Statement No. 109 "Accounting for Income Taxes". No provision
for income taxes has been provided for during the period ended January 31,
1996 because of the operating loss for the period. The Company may use this
operating loss through 2010 to offset future income. The Company is unable to
predict future taxable income that would enable it to utilize any deferred
tax asset and therefore the deferred tax asset of approximately $160,000 has
been fully reserved.

Note 5. CONCENTRATION OF CREDIT RISK

The Company currently has $667,265 on deposit in a money market fund at a
single broker. The amount of SIPC insurance on this fund is limited to
$100,000.

Note 6. COMMITMENTS

Page 49 of 57 Pages
<PAGE> 50

<TABLE>
Gaming Venture Corp., U.S.A.
Statement of Cash Flows
For the Period From November 1, 1995 to January 31, 1996
<S> <C>
Cash Flows From Operating Activities:
Net income $ 14,530
Acquisition of trading securities (45,378)
Increase in deferred revenue 18,034
Other (9,418)
---------
(22,232)

Cash flows from investing activities: - .
---------
Cash Flows From Financing activities: - .
---------

Net increase (decrease) in cash and
cash equivalents (22,232)
Beginning cash and cash equivalents 759,777
---------
Ending cash and cash equivalents $ 737,545
=========

Supplemental cash flow information:

Cash paid for: Income taxes $ -
Interest $ -

See the accompanying notes to the financial statements.

</TABLE>

Page 50 of 57 Pages
<PAGE> 51

<TABLE>
Gaming Venture Corp., U.S.A.
Statement of Operations
For the Period From November 1, 1995 to January 31, 1996
<S> <C>
Revenue $ 44,657

Costs and expenses:

General and administrative 39,549
-----------
Net income from operations 5,108

Other income:
Unrealized loss on trading securities (629)
Interest income 10,051
-----------
9,422

Net income before income taxes 14,530

Provision for income taxes - .
-----------
Net income $ 14,530
===========
Per share information:

Weighted average number of common
shares outstanding 1,591,834
===========
Net income per share $ .01
===========

See the accompanying notes to the financial statements.
</TABLE>

Page 51 of 57 Pages
<PAGE> 52

PART II
INFORMATION NOT REQUIRED BY PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Other expenses in connection with this offering which will be paid by Gaming
Venture Corp., U.S.A. (hereinafter in this Part II referred to as the
"Corporation") are estimated to be substantially as follows:
<TABLE>
<CAPTION>
Amount
Payable
Item By Corporation
- ---- --------------
<S> <C>
S.E.C. Registration Fees $ 867.33
State Securities Laws (Blue Sky) Fees and Expenses 1,500.00
Printing and Engraving Fees 5,000.00
Legal Fees 15,000.00
Accounting Fees and Expenses 10,000.00
Transfer Agent's Fees 1,500.00

Total $ 33,867.33
</TABLE>

Item 14. Indemnification of Officers and Directors.

The Corporation shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of
the State of Nevada, any person made, or threatened to be
made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Corporation, or
served any other enterprise as director, officer or employee
at the request of the Corporation. The Board of Directors, in
its discretion, shall have the power on behalf of /the
Corporation to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by
reason of the fact that he/she is or was an employee of the
Corporation.

Item 15. Recent Sales of Unregistered Securities.

Immediately after inception (June 1995), the Corporation
issued 755,000 common shares to principals of the Corporation
and Lucky Management, Inc., an associate for $.01 per common
share. The Corporation issued 591,834 common shares at $1.50
per common share for cash to approximately 60 shareholders
pursuant to a private offering. In June, 1995, the
Corporation issued 185,000 common shares to Pratt, Wylce &
Lords, Ltd. and 65,000 common shares to Clinton Clark for
consulting services and 5,000 common shares to CM Service for
CM Service's agreement to give up all rights to the
distribution of the Gaming Industry Weekly Report. Due to
the integration rules of Section 502(a), all of the above
issuances of common stock would be deemed to be integrated and
deemed to be part of the same Regulation D offering (Section
505). As a result, the Company obtained subscription
agreements from all investors which indicated whether or not
the investors

Page 52 of 57 Pages
<PAGE> 53

were accredited. There were not over 35 non-accredited
investors. All of the above sales were made without general
solicitation. No commissions were paid to anyone other than
registered NASD broker-dealers. The total aggregate value
of all of the issuances were substantially less than
$5,000,000.
<TABLE>
<CAPTION>
Name and Amount Total Number
Being Registered of Shares Date Issued Consideration
- ---------------- --------- ----------- -------------
<S> <C> <C> <C>
Stephen A. Jones 2,000 8/31/95 $3,000
Robert E. Oberndorf 3,000 8/26/95 $4,500
Robert E. Gerner, TTEE 5,000 8/26/95 $7,500
Robert E. Gerner, MD 4,000 8/31/95 $6,000
Lauren Tracy 2,000 8/31/95 $3,000
Elizabeth Gheen 5,000 8/31/95 $7,500
John/Barbara Wong, TTEE 4,000 8/17/95 $6,000
Melanie Adler 2,000 8/31/95 $3,000
Roger Vosti 2,000 8/17/95 $3,000
Valley Office Blakeman's 2,000 8/31/95 $3,000
Robert R. Odom 2,000 8/31/95 $3,000
Blair W. Dean 2,000 8/17/95 $3,000
Jean Olivolo 3,000 8/14/95 $3,000
H. Vincent Schaub, Jr. 6,000 8/31/95 $9,000
Paul/Carol Rice 3,000 8/26/95 $4,500
James Yanai 3,000 8/26/95 $4,500
RE Hunt, TTEE 2,000 8/26/95 $3,000
Robert Zuttermeister 2,000 8/26/95 $3,000
Alan R. Geiwitz 8,000 8/26/95 $12,000
Richard Rappaport 2,000 8/31/95 $3,000
Michael Silverman 8,000 8/28/95 $12,000
Thomas J. William 10,000 8/26/95 $15,000
Harvey Orenstein 6,000 8/26/95 $9,000
Yvonne P. Kazeminy, TTEE 4,900 8/26/95 $7,350
Nasser J. Kazeminy, TTEE 4,900 8/26/95 $7,350
Bruce J. Moss 8,000 8/26/95 $12,000
Howard Kuretsky 8,000 8/26/95 $12,000
Martin A. Bell 5,000 8/26/95 $7,500
Ginger M. Bell 5,000 8/26/95 $7,500
Stanford M. Baratz, TTEE 8,000 8/26/95 $12,000
Michael J. Abrams 12,000 8/26/95 $18,000
Kenneth Meshbesher 10,000 8/26/95 $15,000
Joseph L. Vaccaro 7,000 7/27/95 $10,500
Herb Diamond 4,000 7/27/95 $6,000
Nasser J. Kazeminy 56,200 8/26/95 $84,300
Gerald R. Dooher 3,000 8/26/95 $4,500
Robert R. Sanders 2,000 8/16/95 $3,000
Gary A. Dachis 10,000 7/27/95 $15,000
Charles Rich 6,000 8/14/95 $9,000
Bernard E. Williams, Jr. 10,000 8/26/95 $15,000
Richard H. Proman, TTEE 8,000 8/26/95 $12,000
Bernard Feinstein 7,000 8/14/95 $10,500
Mitsuo Tatsugawa 5,000 8/26/95 $7,500
Man & Co. FBO Sheldon A. 6,000 8/26/95 $9,000
Litman IRA
Man & Co. FBO 8,000 8/26/95 $12,000
Howard Stacker IRA
Michael Schklar 2,000 8/31/95 $3,000
H. Clark Ethridge, Jr. 2,000 7/25/95 $3,000
Richard Jaslow, cust. for 30,000 7/13/95 $45,000
Adam Wayne Jaslow, TTEE
Richard Jaslow, cust. for 30,000 7/13/95 $45,000
Lori Kimberly Jaslow, TEE
Richard Jaslow, cust. for 30,000 7/13/95 $45,000
Jennifer Lynn Jaslow, TTEE
Richard Jaslow 30,000 8/17/95 $45,000
Dorothy J. Filson 7,000 8/14/95 $10,500
Lawrence M. Swartz, TTEE 8,000 8/26/95 $12,000
David Warren 2,000 8/26/95 $3,000
Henry Horstmann 28,000 7/25/95 $42,000
John Horstmann 28,000 7/25/95 $42,000
Thomas DiSalvatore 6,000 8/17/95 $9,000
Victor/Lana Woinski 3,000 8/31/95 $4,500
Paul/Renee Spiegler 6,500 7/25/95 $9,750
Stan/Arlyne Kruger, TTEE 8,000 8/14/95 $12,000
Stuart Rappaport 2,000 8/28/95 $3,000
S&H Insurance Brokerage, Inc. 6,000 8/26/95 $9,000
Leon Nash 10,000 8/26/95 $15,000
John C. Woodall, DDS 38,000 8/26/95 $57,000
John C. Woodall, 2,000 7/13/95 $3,000
DDS Pension
Terrence E. Dooher 4,000 8/1/95 $6,000
Tobin C. D'Errico 3,000 8/1/95 $4,500
Michael W. Hogan 7,000 8/1/95 $10,500
Neal A. Bohlman 2,000 8/17/95 $3,000
Charles R. Branch 3,000 7/27/95 $4,500
Renee/Charles Cleveland 3,334 8/14/95 $5,001
Robert P. Wilkins 2,000 7/25/95 $3,000
Constance Cusick 3,000 8/14/95 $4,500
Lucky Management 150,000 06/95 $1,500
Pratt, Wylce & Lords, Ltd 185,000 06/95 For services
valued at
$277,500
Clinton Clark 65,000 06/95 For services
valued at
$97,500
CM Service 5,000 06/95 For services
valued at
$7,500
</TABLE>

Page 53 of 57 Pages
<PAGE> 54

On June 4, 1995, the Board of Directors authorized the
distribution of 100,000 each of A and B stock purchase
warrants exercisable to the five shareholders of record on
that date. The warrants issued pursuant to the dividend and
the subsequent common stock underlying the warrants were
issued in reliance on Section 4(2). No commissions or other
remuneration was paid.

<TABLE>
<CAPTION>
EXHIBIT INDEX. PAGE IN SEQUENTIAL
NUMBER SYSTEM
<C> <S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation and Bylaws incorporated by reference to
Form S-1, file number 33-98184
(4) Specimen certificate for Common Stock - to be filed by amendment
(5) Consent and Opinion of Steven S. Stucker, Chartered regarding legality of
securities registered under this Registration Statement
and to the references to such attorney in the Prospectus
filed as part of this Registration Statement - to be filed by amendment
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10.1) Consulting Agreement with Europa Cruises
(10.2) Consulting Agreement with Game Financial Corp. to be filed by Amendment
(10.3) Consulting Agreement with Players Network
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Consent of Winter, Scheifley & Associates, Certified Public
Accountants for the Corporation
(24) Not Applicable
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99.1) Consulting Agreement with Pratt, Wylce & Lords, Ltd.
incorporated by reference to Form S-1, file number 33-98184
</TABLE>

Page 54 of 57 Pages
<PAGE> 55

Item 17. Undertaking.

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the formation set forth in the Registration
Statement.

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.

(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(b) Delivery of Certificates.

The undersigned registrant hereby undertakes to
provide to the Transfer Agent at the closing, certificates in
such denominations and registered in such names as are
required by the Transfer Agent to permit prompt delivery to
each purchaser.

Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the provisions set forth in the Corporation's
Articles of Incorporation or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of ay action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

Page 55 of 57 Pages
<PAGE> 56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-1 as amended to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
city of Fort Lee, State of New Jersey on the 22nd day of May, 1996.

Gaming Venture Corp., U.S.A.

/s/ Alan Woinski
----------------------------------------
By: Alan Woinski, President

Pursuant to the requirements of the Securities Act of 1933, this Registration
on Form S-1 as amended has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Capacity Date

/s/ Alan Woinski Chief Executive Officer, 5-22-96
- --------------------------------------- Chief Operating Officer -------
Alan Woinski and Director

/s/ Kim Santangelo-Woinski Chief Financial Officer/Controller 5-22-96
- --------------------------------------- and Director -------
Kim Santangelo-Woinski

Director
- --------------------------------------- -------
Louis Dachis

</TABLE>

Page 56 of 57 Pages
<PAGE> 57
<TABLE>
<CAPTION>
PAGE IN SEQUENTIAL
EXHIBIT INDEX. NUMBER SYSTEM
<C> <S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation and Bylaws incorporated by
reference to Form S-1, file number 33-98184
(4) Specimen certificate for Common Stock - to be filed
by amendment
(5) Consent and Opinion of Steven S. Stucker, Chartered
regarding legality of securities registered under this Registration
Statement and to the references to such attorney in the
Prospectus filed as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10.1) Consulting Agreement with Europa Cruises
(10.2) Consulting Agreement with Game Financial Corp. to be
filed by Amendment
(10.3) Consulting Agreement with Players Network
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Consent of Winter, Scheifley & Associates, Certified
Public Accountants for the Corporation
(24) Not Applicable
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99.1) Consulting Agreement with Pratt, Wylce & Lords, Ltd.
incorporated by reference to Form S-1, file number 33-98184
</TABLE>

Page 57 of 57 Pages

<PAGE> 1

STEVEN F. STUCKER, CHARTERED
A PROFESSIONAL LAW CORPORATION
400 W. KING STREET, SUITE 301
CARSON CITY, NEVADA 89703
702-884-1979
FAX 702-884-1938

May 24, 1996

Gaming Venture Corp., U.S.A.
177 Main Street, Suite 374
Fort Lee, New Jersey 07024

Gentlemen:

We have acted as counsel to Gaming Venture Corp., U.S.A. (hereinafter
called the "Company") for the purpose of rendering this opinion in connection
with the Company's filing of a registration statement on Form S-1 and
amendments thereto (which registration statement, as amended at the time of
its effectiveness is hereinafter called the "Registration Statement"),
covering shares of the Company's common stock, $.001 par value, warrants
for shares of such stock and shares issuable pursuant to said warrants (which
shares and warrants are hereinafter called the "Securities").

As such counsel, we have examined original copies, or copies certified
to our satisfaction, of the corporate records of the Company, agreements and
other instruments, certificates of public officials and such other documents
as we deemed necessary as a basis for the opinion hereinafter set forth.

On the basis of the foregoing, we are of the opinion that the Securities
have been validly authorized and will, when sold as contemplated by the
Registration Statement, be legally issued, fully paid and non-assessable.

We have been engaged solely for the purpose of giving our legal opinion
regarding the matters addressed herein. We have not been engaged to, nor
have we participated in preparing the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption
"Legal Matters" in the prospectus constituting part of such Registration
Statement.

Very truly yours,

/s/ Steven F. Stucker
Steven F. Stucker

SFS/cm

<PAGE> 1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

WE HEREBY CONSENT TO THE USE IN THIS REGISTRATION STATEMENT ON FORM S-1 OF OUR
REPORT DATED DECEMBER 18, 1995 RELATING TO THE FINANCIAL STATEMENTS OF GAMING
VENTURE CORP., U.S.A. AS OF OCTOBER 31, 1995, AND THE REFERENCE TO OUR FIRM
UNDER THE CAPTION "EXPERTS" IN THE REGISTRATION STATEMENT.

/s/ Winter, Scheifley & Associates, P.C.
WINTER, SCHEIFLEY & ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

MAY 22, 1996
ENGLEWOOD, COLORADO