<PAGE>
As filed with the Securities and Exchange Commission on
March 5, 1999. Registration No. 333-31373
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(POST-EFFECTIVE AMENDMENT NO. 5)
CASINOVATIONS INCORPORATED
Washington 91-1696010
- ------------------- -------------------- -------------------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
6744 S. Spencer Street, Las Vegas, Nevada 89119
Telephone: (702) 733-7195, Facsimile: (702) 733-7197
- -----------------------------------------------------------------
(Address and telephone number of principal executive offices and
principal place of business)
Jay L. King
6744 S. Spencer Street, Las Vegas, Nevada 89119
Telephone: (702) 733-7195, Facsimile: (702) 733-7197
- -----------------------------------------------------------------
(Name, address and telephone number of agent for service)
WITH COPIES TO:
Michael J. Bonner, Esq.
Sherwood N. Cook, Esq.
Robert C. Kim, Esq.
Kummer Kaempfer Bonner & Renshaw
3800 Howard Hughes Parkway, 7th Floor
Las Vegas, Nevada 89109
Telephone: (702) 792-7000, Facsimile: (702) 796-7181
- -----------------------------------------------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: Upon
filing.
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of each class of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered price per unit aggregate offering price registration fee
===========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,517,744 $2.50 $3,794,360 <F1> $1,184.20 <F2>
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value <F3> 2,219,041 $2.50 $5,547,603 $1,733.63 <F4>
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Common Stock, $.001 par value <F5> 200,000 $3.75 $750,000 $234.38 <F4>
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<FN>
<F1> Before deducting offering expenses.
<F2> As the Company has previously paid fees of $1,171.87 with
respect to the registration of 1,500,000 shares of common
stock, the Company has filed herewith fees of only $12.33 with
respect to the registration of 17,744 additional shares of
common stock.
<F3> Represents shares of common stock registered on behalf of
selling security holders.
<F4> The Company has previously paid fees on these shares.
<F5> Represents shares of common stock underlying Class A
Warrants.
</FN>
</TABLE>
First Global Securities, Inc. Grant Bettingen, Inc.
<PAGE>
INCORPORATION BY REFERENCE
This Post-Effective Amendment No. 5 to the Registration
Statement on Form SB-2/A is being filed by Casinovations
Incorporated, a Washington corporation (the "Company") pursuant
to General Instruction C to Form SB-2 to register 17,744 shares
of the Company's common stock (the "Shares") in addition to the
1,500,000 shares of the Company's common stock already registered
pursuant to that certain Post-Effective Amendment No. 4 to the
Registration Statement on Form SB-2/A as filed with and declared
effective by the Securities and Exchange Commission (the
"Commission") on October 16, 1998.
Pursuant to General Instruction C to Form SB-2/A, except as
otherwise provided herein, the contents of the Company's Post-
Effective Amendment No. 4 to the Registration Statement on Form
SB-2/A (Registration No. 333-31373), filed with the Commission on
October 16, 1998, is hereby incorporated by this reference.
EXHIBITS
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
5.01 Consent and Opinion of Randall & Danskin, P.S. regarding
legality of securities registered under this
Registration Statement.
23.01 Consent of James E. Scheifley & Associates, P.C.
2
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements of filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, in the City of Las Vegas, State of
Nevada on the 1st day of March 1999.
Casinovations Incorporated
By: /s/ Jay L. King
----------------------------
Jay L. King
Secretary, Treasurer and
Chief Financial Officer
<TABLE>
<CAPTION>
In accordance with the requirements of the Securities Act of
1933, this registration statement was signed by the following
persons in the capacities and on the dates stated.
Signature Capacity Date
<S> <C> <C>
* President, Chief Executive Officer March 2, 1999
- --------------------- and Director
Steven J. Blad
/s/ Jay L. King Treasurer, Secretary March 2, 1999
- --------------------- and Chief Financial Officer
Jay L. King
* Director March 2, 1999
- ---------------------
Richard S. Huson
/s/ Ron Keil Director March 2, 1999
- ---------------------
Ron Keil
* Director March 2, 1999
- ---------------------
Jamie McKee
* Director March 2, 1999
- ---------------------
David E. Sampson
* Director March 2, 1999
- ---------------------
Bob Smith
By: /s/ Jay L. King Attorney-in-Fact March 2, 1999
-----------------
Jay L. King
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
5.01 Consent and Opinion of Randall & Danskin, P.S. 5
regarding legality of securities registered under this
Registration Statement.
23.01 Consent of James E. Scheifley & Associates, P.C. 7
</TABLE>
<PAGE>
[ORIGINAL ON LETTERHEAD OF RANDALL & DANSKIN, P.S.]
March 3, 1999
Casinovations Incorporated
6744 S. Spencer Street
Las Vegas, Nevada 89119
Re: CASINOVATIONS INCORPORATED
OUR FILE NO. 40152
Gentlemen:
We have acted as special Washington counsel to Casinovations
Incorporated (the "Company"), a Washington corporation, in
connection with the preparation of a registration statement on
Form SB-2/A, Commission File No. 333-31373 (the "Registration
Statement") under the Securities Act of 1933, as amended, for the
registration and public sale of 1,517,744 shares of common stock,
par value $.001 per share, of the Company (the "Shares").
As special counsel to the Company, we are familiar with the
corporate undertakings of the Company to authorize the offering
of the Shares. We have examined originals or copies certified or
otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed
necessary or appropriate for purposes of this opinion. In making
such examination, we have assumed the genuineness of all
documents submitted to us as certified or photostatic copies. As
to questions of fact material to this opinion, where such facts
have not been independently established, we have relied to the
extent we deemed reasonably appropriate, upon representations and
warranties of the Company, and upon certificates or
representations of corporate officers of the Company, and of
government officials. We have also considered those questions of
law that we deemed relevant.
Based upon the foregoing, it is our opinion that the Shares to be
registered pursuant to the Registration Statement have been duly
authorized, and when issued against payment therefore, pursuant
to the terms of the Registrations Statement, will be validly
issued and fully paid.
<PAGE>
Casinovations Incorporated
March 3, 1999
Page 2
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement, and to the reference to this opinion, and
to this firm, elsewhere in the Registration Statement.
Very truly yours,
RANDALL & DANSKIN, P.S.
/s/ Douglas Siddoway
Douglas Siddoway
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Post-Effective Amendment No.
5 to the Registration Statement on Form SB-2 filed in behalf of
Casinovations Incorporated of our report dated February 5, 1998,
relating to the financial statements of Casinovations
Incorporated as of December 31, 1997 and to the reference to our
firm under the caption " EXPERTS " in the registration statement.
/s/ James E. Scheifley & Associates, P.C.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
March 3, 1999
Englewood, Colorado
