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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 8, 1999
NEVSTAR GAMING & ENTERTAINMENT CORPORATION
(Exact name of Registrant as specified in charter)
NEVADA 0-21071 88-0309578
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4465 So. Jones Blvd., Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area (702) 579-3361
Former Name or Former Address, If Changed Since Last Report
313 Pilot Rd., Suite B, Las Vegas, NV 89119
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On December 22, 1999, NevStar Gaming & Entertainment Corporation (the "Company")
was advised by McGladrey & Pullen, LLP that it would no longer act as the
Company's independent auditor.
McGladrey & Pullen, LLP's Independent Auditor's Report, dated March 20, 1998,
except for Note 12 to the Financial Statements which was dated April 14, 1998,
filed with the Company's Form 10-KSB for the fiscal year ended December 31,
1997, included the following statement.
"The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1, the Company is a
development stage enterprise and has not commenced operations. The Company's
success is substantially dependent on securing additional debt and/or equity
financing, obtaining the license and related approvals from the Nevada Gaming
Commission to conduct gaming and the successful completion of development and
construction of the casino hotel facility and the successful operation thereof.
This raises substantial doubt about the Company's ability to continue as a going
concern. Management plans in regards to these matters are described in Note 12.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties."
McGladrey & Pullen, LLP's Independent Auditors Report, dated October 8, 1998,
filed with the Company's Form 10-KSB for the transition period ended June 30,
1998, including the following statement:
"The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1, the Company is a
development stage enterprise that commenced operations on July 1, 1998. The
company's success is substantially dependent on generating positive operating
earnings and cash flows from the Mesquite Star Hotel and Casino in Mesquite,
Nevada and obtaining additional financing in the form of equity or debt. This
raises substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regards to these matters are described in Note
12. The financial statements do not include any adjustments that might result
from the outcome from these uncertainties."
The Company's financial statements for the fiscal year ended June 30, 1999, have
not as yet been audited and its Form 10-KSB for such fiscal year has not been
filed with the Securities and
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Exchange Commission.
During the company's two most recent fiscal years and the subsequent interim
period preceding the resignation; there were no disagreements with McGladrey &
Pullen, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
McGladrey & Pullen, LLP's satisfaction, would have caused it to make reference
to the subject matter of the disagreement in connection with its report.
On January 18, 2000, the United States Bankruptcy District of Nevada approved
the appointment of Piercy, Bowler, Taylor & Kern as the Independent Certified
Public Accountants for NevStar Gaming & Entertainment Corporation, beginning
with fiscal year end June 30, 1999.
ITEM 5. OTHER EVENTS
The Company was notified by the Staff of the Nasdaq Stock Market that the
Company's Common Stock and Warrants were delisted from trading on the Nasdaq
Small Cap Market as of the close of business on December 8, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized, on the _____ day of February, 2000.
NEVSTAR GAMING & ENTERTAINMENT CORPORATION
By:
Michael J. Signorelli
Its: Chairman of the Board and
Chief Executive Officer
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LOGO OF McGLADREY & PULLEN, LLP
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Certified Public Accountants and Consultants
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously the independent accountants for NevStar Gaming &
Entertainment Corporation (NevStar), and on October 8, 1998 and April 14, 1998
we reported on the consolidated financial statements of NevStar, as of and for
the six months ended June 30, 1998 and as of and for the fiscal year ended
December 31, 1997, respectively. On December 22, 1999 we resigned as independent
accountants of NevStar. We have read NevStar's statements included under Item 4
of its Form 8-K for December 8, 1999, and we agree with such statements about
McGladrey & Pullen LLP.
/s/ McGladrey & Pullen. LLP
Las Vegas, Nevada
January 27, 2000
