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U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
Casino-Casino Corp.
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(Name of Small Business Issuer in its charter)
Colorado 93-1204018
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 South Steele Street, Suite #795
Denver, Colorado 80209
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (303) 321-2133
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
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Securities to be registered under Section 12(g) of the Act:
Common Stock, $.01 par value
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(Title of class)
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ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
Casino-Casino Corp., formerly Peakview Ventures, Inc., and Peakview
Vulture Funds, Inc. (hereinafter referred to as the "Company"), was organized
under the laws of the State of Colorado on December 15, 1992. The name of the
Company was changed to "Peakview Ventures, Inc." on January 31, 1996, and to
"Casino-Casino Corp." on March 6, 1996. The Company's executive offices are
presently located at 50 South Steele Street, Suite #795, Denver, Colorado
80209, and its telephone number is (303) 321-2133.
With the election of Ms. Betty M. Williams and Mr. Roger D. Leclerc as
executive officers and directors of the Company, management changed the
direction of the Company's business to the pursuit of opportunities in all
phases of the gaming industry. The Company has generally been inactive since
its inception, having conducted no operations except organizational activities,
developing a business plan, obtaining initial financing and negotiating to
obtain management contracts with a number of existing gaming facilities. Ms.
Williams, the President, the Treasurer and a director of the Company, has
specialized during the past approximately eight years of her career in the
field of government security involving, among other things, the establishment
and maintenance of security systems, fraud and theft controls and employee
background checks. Mr. Leclerc, the Secretary and a director of the Company
who is also currently serving as the President and Chief Executive Officer of
Country World Casinos Inc., a publicly-traded Colorado corporation which is
presently designing and developing a gaming facility in Blackhawk, Colorado,
has extensive experience over the past approximately six years in management
and consulting with both publicly-traded and privately-held companies engaged
in the gaming industry.
While the Company is actively conducting negotiations with a number of
gaming facilities located in the British West Indies and Central and South
America and expects to obtain a contract with one of these facilities in the
foreseeable future, it has no management contract with any gaming facility as
of the date hereof. There can be no assurance that the Company will be
successful in negotiating a casino management contract or contracts with any of
the facilities with which it is presently negotiating or otherwise, or that it
will be successful in pursuing and consummating any other opportunity in the
gaming industry. Management expects that its ability to obtain casino
management contracts, which will be the focus of its efforts initially, and to
pursue other opportunities in the gaming industry will be affected by the
Company's limited capitalization, management capability, staffing, facilities
and financial and other resources.
(B) BUSINESS OF ISSUER.
Since its inception, the Company has conducted no business operations
except for organizational activities, obtaining interim funding, developing a
business plan and negotiating to obtain contracts to manage a number of
existing gaming facilities located in the British West Indies and Central and
South America. The Company has had no employees since its organization and its
executive officers and directors, except for the issuance of certain shares of
Common Stock to a former Secretary and former director of the Company, in part,
for services rendered to the Company in those capacities, have served in those
positions without compensation through the date hereof. (See Item 6.
"Executive Compensation," Item 7. "Certain Relationships and Related
Transactions" and Part II, Item 4. "Recent Sales of Unregistered Securities.")
Ms. Williams and Mr. Leclerc will devote such time and effort to the business
and affairs of the Company as may be necessary to the performance of their
responsibilities as executive officers and directors of the Company. At such
time as the Company is successful in obtaining a management contract with a
gaming facility, which is anticipated but not assured in the foreseeable
future, the Company intends to employ Ms. Williams, its President and
Treasurer, on a full-time basis and provide Mr. Leclerc, Secretary of the
Company, with a reasonable salary and/or other compensation for his services on
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a part-time basis. As of the date hereof, the Company has no management
contract with any gaming facility and no other opportunity in the gaming
industry which it is presently pursuing actively. The Company has no plans to
employ any individuals except Ms. Williams and Mr. Leclerc, on a full-time and
part-time basis, respectively, for the foreseeable future.
The Company expects that it will be dependent upon Mr. Leclerc to
target and select the gaming facilities proposed for management, and other
opportunities in the gaming industry to be pursued, by the Company. Mr.
Leclerc has had extensive experience in the gaming industry over the past
approximately six years, including the management of and consulting to both
publicly-traded and privately-held companies engaged in the gaming industry
which have developed, constructed and operated casinos and other gaming
operations in Colorado, South Dakota and Texas (a thoroughbred horse track) and
on Native American Indian lands in Oklahoma. As one aspect of his preliminary
evaluation of a gaming facility or other operation with which the Company will
pursue the negotiation of a management contract or other opportunity, Mr.
Leclerc intends to consider the position of the prospective casino or other
operation within the gaming industry, its financial condition, prospects for
the facility in the foreseeable future and intangible factors such as the
cabability and experience of current management, employee relations and
customer goodwill. The Company has established no quantitative standards of
revenues, assets, net worth or other criteria below which it would eliminate
consideration of the management of or pursuit of another opportunity with a
gaming facility or other gaming operation.
The preliminary evaluation is not expected to be an in-depth analysis
of the gaming facility's operations. Nevertheless, management anticipates that
this evaluation will provide a broad overview of the business and should allow
a large percentage of preliminary prospects to be eliminated from further
consideration. Through his present associations, Mr. Leclerc believes a
significant number of preliminary prospects may be identified for evaluation in
accordance with the factors set forth above. While Mr. Leclerc will obviously
seek to identify facilities which are generating substantial earnings, have
significant net worth and are located in areas with attractive demographic
attributes, high polulation density, local tourism and predictable traffic
patterns, management of a facility or operation lacking any of the
aforementioned features could represent an attractive opportunity for the
Company should it have high earnings potential and growth prospects. Once Mr.
Leclerc has completed the preliminary evaluation process and selected a number
of gaming facilities or operations for further study, Company management may
enter into preliminary negotiations with the facilities' management in order
to obtain detailed financial and operational information. Negotiations will be
expected to focus on the percentage of the facilities' or operations' revenues
which the Company would receive in exchange for its management services.
Following the Company's receipt of detailed financial and operational
information, management will conduct an in-depth analysis of the business.
Management's final selection will involve a subjective evaluation of many of
the criteria set forth above as well as an objective evaluation of financial
and operational information. Management will seek to compare the financial and
operational histories of prospective gaming facilities in an effort to select
the candidate(s) with the greatest financial strength, profits and earnings
potential.
The Company anticipates that, after its Secretary targets or selects
an existing casino(s) or other gaming operation(s) for management by the
Company, Company management will negotiate with and seek to cause the
management of such facility or facilities to enter into a management contract
with the Company. Such a management contract will typically establish the
Company as the sole and exclusive entity to provide management services for all
gaming activities conducted on the premises of the gaming facility or through
the gaming operation during the term of the contract. In exchange for its
services, the Company will receive a percentage of the revenues generated by
the gaming facility or operation. The term of a casino management contract
customarily ranges from three to seven years. Under the terms of any contract,
the Company's responsibilities are anticipated to include training and
management of all employees and/or contractors, preparation and distribution of
necessary financial reports regarding results of operations, collection and
accounting
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of all funds generated through the facility or operation and other activities
associated with the day-to-day operation of the gaming facility or operation.
While historical levels of income generated by a facility are expected to be
determinative, to a limited extent, of the percentage of income which the
Company will seek to negotiate in payment for its management services, Company
management will endeavor to structure a contract providing for a significant
amount of income from the operation of a gaming facility or operation, within a
range customary within the industry, to be allocated to the Company for its
management services.
Management presently intends to consider opportunities in the gaming
industry which arise nationally and internationally, and does not intend to
limit the opportunities which it will consider to any particular geographic
location. However, the Company expects its opportunities to obtain casino
management contracts, initially, or to pursue other opportunities in the gaming
industry in the foreseeable future, to be limited because of, among other
factors, the development stage of the Company's business; the Company's very
minimal capitalization and lack of any operating revenues; the very limited
size of the Company's staff to only two executive officers, only one of whom
has previous gaming industry experience; and the conflicts of interest to which
its executive officers are subject as full-time employees of other companies,
one of which is a publicly-traded corporation engaged in the gaming industry.
No assurance can be given that the Company will be successful in contracting to
manage any of the gaming facilities targeted by Mr. Leclerc. In this
connection, the Company has very limited financial, personnel and other
resources and lacks a customer base and market recognition with which to
attract a gaming facility and, if required, advance costs. (See "Risk Factors"
below.)
MANAGEMENT AND MARKETING
Management believes that any management contract signed by the Company
will provide for the Company to furnish management and marketing direction for
the operation of the casino as a complete entertainment facility. The
Company's marketing strategy is expected to involve the implementation of a
comprehensive marketing plan designed to, among other things, increase margins
and decrease any seasonal fluctuations caused by natural declines during
particular seasons in the numbers of tourists who visit the gaming facility.
The Company expects that its marketing strategy will involve a two-phase
approach. First, the Company will seek to increase the gaming patron traffic
through the casino by expanding existing parking facilities and/or contracting
for additional parking and reimbursing parking patrons with coupons equivalent
to the cost of parking in the lots and reclaimable only at the casino.
Management also intends, as part of the first phase of its marketing strategy,
to expand the base of patrons of the gaming facility by diversifying the
casino's customer focus. The Company presently intends to accomplish this by
providing alternate forms of entertainment, including periodic comedy and music
shows surrounding a particular theme, such as country-western, designed to
attract patrons who may not be avid gamblers. The Company may also recommend
the construction of an area within or located in close proximity to the casino
which is suitable for parties, receptions and/or seminars.
The second phase of the Company's marketing strategy will be
concentrated on retaining patrons once they have arrived at the casino. This
phase will focus on improving the casino's atmosphere by replacing carpet,
repainting, replacing stools, tables and chairs, and by expanding the services
available to patrons, including the enlargement of dining facilities and
providing more extensive menus. The Company may also reconfigure the casino by
removing or relocating is bars and other features with the desired effect of
causing potential patrons to view the gaming facilities and other entertainment
as features of the casino and not separate therefrom. Such changes in the
appearance of the casino will only be recommended by management if the
refurbished appearance and atmosphere are more likely to encourage patrons to
enter the casino and stay longer once they arrive.
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In response to possible increased competition or for other reasons,
the Company may recommend any number of cost reduction procedures and
management controls designed to reduce payroll costs and lower variable
expenses. The Company may also seek to negotiate reductions in real estate
payments and in lease/purchase payments on gaming devices. The Company
believes that management actions, such as those described above, when coupled
with the revised marketing strategies discussed above, should benefit the
casino by increasing clientele during peak seasons, by developing a clientele
of local and regional patrons through the slow months and by reducing the total
cash outflow for labor and variable expenses. (See "Competition" below.)
SECURITY
The Company expects that, because it will be capable of offering
advanced expertise and capability in the area of security, the Company may have
a certain advantage, despite its limited capitalization, management capability,
staffing, facilities and financial and other resources, in obtaining a
management contract with a gaming facility. Ms. Betty M. Williams, the
President, the Treasurer and a director of the Company, has specialized during
the past approximately eight years of her career in the field of government
security involving, among other things, the establishment and maintenance of
security systems, fraud and theft controls and employee background checks, and
she has a "Q" access authorization with the U.S. Government. She was employed
as a security analyst, responsible for oversight for the personnel security
office in Pinellas, Florida, by the U.S. Department of Energy, Albuquerque, New
Mexico, from July 1990 through January 1994 and she has been employed by Ross
Aviation, Albuquerque, New Mexico, a privately-owned airline which serves as a
contractor to the U.S. Department of Energy, since August 1994. Because of the
importance of security to the gaming industry and to the gaming establishments
and facilities with which the Company is seeking to obtain management
contracts, the Company intends to employ Ms. Williams on a full-time basis as
soon as it has the financial resources to do so. It is not expected that the
Company will be capable of employing Ms. Williams full-time until such time as
it obtains its first casino management contract, which is anticipated but not
assured in the foreseeable future. (See Item 5. "Directors, Executive
Officers, Promoters and Control Persons - Business Experience.")
Gaming operations require employees to handle significant amounts of
cash on a daily basis. Because of this fact alone, there is the potential for
employee theft. Many states and foreign countries have developed regulations
regarding cash management and internal control that specifically track all cash
transactions. In many instances the regulations require a minimum of two
people to be involved with each transaction between the cashier's cage and/or
the vault and the gaming tables and slot machines. Additionally, the gaming
establishment customarily employs an extensive surveillance system which covers
each gaming device and critical transaction area. All surveillance within the
casino is usually recorded on videotape on a 24-hour basis, with the recorded
tapes maintained in a library for review by casino management and the state
gaming or other regulatory authority. Despite the fact that the Company,
utilizing Ms. Williams' expertise and experience in government security, will
have the capability of implementing advanced security systems and measures,
fraud and theft controls and employee background checks for any casino which it
undertakes to manage, the existence of these extensive internal controls will
not assure that any gaming facility which the Company contracts to manage will
not be subject to incidents of employee theft. The Company intends, in any
event, to ensure that any gaming establishment which it manages maintains full
compliance with all regulations and procedures regarding internal control
established by the state gaming or other regulatory authority having
jurisdiction over the facility. The Company also intends to require that each
such gaming facility maintain appropriate insurance covering losses from
employee dishonesty as required or appropriate within the guidelines
established by the appropriate regulatory authority.
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COMPETITION
The gaming industry is intensely competitive. The Company estimates
that gaming is presently permitted in some form in almost all fifty states and
operations are expanding continuously. Numerous national and international
corporations and entities are engaged in the same or similar business in which
the Company proposes to engage. Competition in the gaming industry has
increased substantially in recent years, and more competitors participate in
the industry each year. The Company is, and for the foreseeable future will
continue to be, an insignificant participant in the industry. Almost all of the
corporations and other organizations with which the Company will compete have
far greater financial resources, greater experience and management
capabilities, larger staffs and more extensive facilities than the Company.
Further, many such entities have proven operating histories, which the Company
lacks. Competition from these numerous entities may prevent the Company, given
the development stage of its operations and its inconsequential size, from ever
competing successfully in the gaming industry or achieving profitable
operations, and will continue to affect the Company's operations in the future.
While management believes that the Company can obtain the resources, via equity
and/or debt financing, necessary to compete successfully in the industry, it
has no existing sources for such financing and there can be no assurance that
the requisite capital will be available to the Company when needed in the
future. The Company will be at a competitive disadvantage in obtaining a
casino management contract and commencing operations in the gaming industry
because of its very limited financial resources and other assets. The Company
expects to face strong competition from a large number of established and
well-financed competitors in the gaming industry and, given the level of
competition within the industry, no assurance can be given that the Company
will ever be able to compete successfully or operate profitably.
REGULATION
Ownership and operation of gaming establishments are subject to
extensive governmental regulation at state and local levels. Numerous statutes
and regulations require gaming facilities to meet various standards relating
to, among other matters, business licenses, registration of employees, floor
plans, background investigations of licensees and employees, historic
preservation, building, fire and accessibility requirements, payment of gaming
taxes and regulations concerning equipment, machines, tokens, gaming
participants and ownership interests.
Existing Federal and state statutes and regulations may also impose
civil and criminal sanctions for various activities prohibited in connection
with gaming operations. Civil and criminal penalties can be assessed against
the casino owner(s) and/or its officers, directors and/or shareholders to the
extent of their individual participation in or association with a violation of
any of the state or local statutes or regulations which have been established to
control gaming. Any gaming activities conducted on Indian reservations are
subject to Federal statutes such as the Assimilative Crimes Act, 18 U.S.C.
Section 13 (1988), which imposes Federal criminal penalties for the violation of
state laws on Indian reservations, and the Johnson Act, which imposes federal
criminal penalties for certain activities in connection with the operation of
mechanical gaming devices on Indian reservations. State statutes and
regulations also prohibit various acts in connection with gaming operations,
including false statements on applications and failure or refusal to obtain
necessary licenses described in such regulations.
The Company believes that neither it nor any management contract it
enters into with a gaming facility will be directly subject to these statutes or
regulations. However, because the gaming activities of the casino(s), if any,
managed by the Company will be subject to them, any violation of these existing
or newly adopted statutes, regulations and/or guidelines by any company or
entity which may enter into a contract with the Company could have a material
adverse effect on the business and financial position of the Company. Any change
in state or Federal law may result in added expense to, or otherwise adversely
affect the business of, any gaming facility being managed by the Company and,
therefore, adversely impact the Company's ability to manage the gaming
establishment profitably.
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The U.S. Securities and Exchange Commission (hereinafter referred to
as the "Commission") has adopted regulations dealing with the ownership of
gaming establishments by publicly-held corporations. The regulations require
the prior approval of the Commission before any public offering of any
securities of any gaming licensee or affiliated company. Prior gaming approval
is customarily required if the securities are offered by a gaming licensee, an
affiliated company or by a controlling person, and the proceeds from the sale of
those securities are intended to be used to pay for the construction of gaming
facilities to be owned or operated by the licensee; to acquire any direct or
indirect interest in gaming facilities; to finance the operation by the licensee
of gaming facilities; or to retire or extend obligations incurred with respect
to one or more of the purposes described above. Gaming approval requires a
background investigation to be conducted on the publicly-traded gaming licensee.
All investigatory fees and costs associated with the background investigation
are expenses of the publicly-traded gaming licensee. Any gaming licensee
seeking approval of a public offering is required to make full disclosure of all
material facts relating to the public offering to the Commission and the
applicable state or foreign governmental authority. The application is required
to include extensive information. The regulations require all publicly-traded
or publicly-owned gaming licensees to comply with numerous regulatory
requirements.
RISK FACTORS
Before making an investment decision, prospective investors in the
Company's Common Stock should carefully consider, along with other matters
referred to herein, the following risk factors inherent in and affecting the
business of the Company.
1. DEVELOPMENT STAGE COMPANY. The Company, although it was
organized in 1992, is in the early form of development stage and must be
considered promotional. Management's efforts, since inception, have been
allocated primarily to organizational activities and the ability of the Company
to establish itself as a going concern is dependent upon the receipt of
additional funds from operations or otherwise to continue those activities.
Potential investors should be aware of the difficulties normally encountered by
a new enterprise in its development stage, including undercapitalization, cash
shortages, limitations with respect to personnel, technological, financial and
other resources and lack of a customer base and market recognition, most of
which are beyond the Company's control. The likelihood that the Company will
succeed must be considered in light of the problems, expenses and delays
frequently encountered in connection with the competitive environment in which
the Company will operate. The Company's success depends on its ability to
obtain a management contract(s) with a gaming facility or operation and/or
pursue and consummate other opportunity(s) in the gaming industry. There are
numerous companies and entities already positioned in the gaming business which
are better financed than the Company. There can be no assurance that the
Company, with its very limited capitalization, will be able to compete with
these companies and achieve profitability.
2. NO OPERATING HISTORY, REVENUES OR EARNINGS. As of the date
hereof, the Company has not yet commenced operations and, accordingly, has
received no operating revenues or earnings. Since inception, most of the time
and resources of the Company's management have been spent in organizing the
Company, obtaining interim financing, developing a business plan and
negotiating to obtain management contracts with a number of gaming facilities
located in the British West Indies and Central and South America. The
Company's success is dependent upon its obtaining additional financing from
intended operations or otherwise. There is no assurance that the Company will
be able to obtain additional debt or equity financing from any source. The
Company, during the development stage of its operations, can be expected to
sustain substantial operating expenses without generating any operating
revenues or the operating revenues generated can be expected to be insufficient
to cover expenses. Thus, for the foreseeable future, unless the Company
attains profitable operations, which is not anticipated, the Company's
financial statements will show an increasing net operating loss.
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3. MINIMAL ASSETS, WORKING CAPITAL AND NET WORTH. As of May 8,
1996, the Company's total assets in the amount of $10,163 consisted of the sum
of $10,000 in cash and organization costs, net of amortization, in the amount
of $163. Accordingly, the Company presently has only very minimal assets and
its working capital is minimal or negative. There can be no assurance that the
Company's financial condition will improve. Even though management believes
that it has sufficient capital with which to implement its business plan on a
limited scale, the Company is not expected to continue in operation, without an
infusion of capital, after the expiration of a period of six months to one year
from the date hereof. In order to obtain additional equity financing,
management may be required to dilute the interest of existing shareholders or
forego a substantial interest in its revenues, if any.
4. NEED FOR ADDITIONAL CAPITAL. Without an infusion of capital
or profits from operations, the Company is not expected to continue in
operation after the expiration of the period of six months to one year from the
date hereof. Accordingly, the Company is not expected to become a viable
business entity unless additional equity and/or debt financing is obtained.
The Company does not anticipate the receipt of operating revenues until
management successfully implements its business plan, which is not assured.
Further, the Company may incur significant unanticipated expenditures which
deplete its capital at a more rapid rate because of, among other things, the
conceptual stage of its development, the rudimentary form of its business plan
and the fact that only one of its two management members has prior experience
in the gaming industry. Because of these and other factors, management is
presently unable to predict what additional costs might be incurred by the
Company beyond those currently contemplated to obtain additional financing and
achieve market penetration on a commercial scale in its proposed line of
business. The Company has no identified sources for funds, and there can be no
assurance that resources will be available to the Company when needed.
5. DEPENDENCE ON KEY PERSONNEL. The possible success of the
Company is expected to be largely dependent on the continued service of its
President and Treasurer, Ms. Betty M. Williams, and its Secretary, Mr. Roger D.
Leclerc. Virtually all decisions concerning the selection of gaming facilities
for management and other opportunities in the gaming industry to be pursued by
the Company will be made or significantly influenced by Mr. Leclerc. Ms.
Williams is a full-time employee of Ross Aviation, Albuquerque, New Mexico, and
Mr. Leclerc, in addition to operating a consulting firm, is presently serving
as the President and Chief Executive Officer of Country World Casinos Inc., a
publicly-traded company which is engaged in the design and development of a
limited stakes gaming facility in Blackhawk, Colorado. (See Risk Factor 7.
"Conflicts of Interest" below.) The loss of the services of either Ms.
Williams or Mr. Leclerc could be expected to adversely affect the conduct of
the Company's business and its prospects for the future. The Company presently
holds no key man life insurance on the life of, and has no employment contract
or other agreement with, either Ms. Williams or Mr. Leclerc.
6. NO GAMING FACILITY UNDER MANAGEMENT OR CONSUMMATION OF OTHER
OPPORTUNITY. The Company presently has no management contract with any gaming
facility or operation and has not yet consummated any other opportunity in the
gaming industry. The Company will be dependent upon its Secretary, Mr. Roger
D. Leclerc, to select the gaming facilities or operations which the Company
will seek to manage and any other opportunities in the gaming business which
the Company will pursue and/or consummate. Mr. Leclerc, who has extensive
experience over the past approximately six years in management and consulting
with both publicly-traded and privately-held companies engaged in the gaming
industry, will utilize his contacts in the business to select and target gaming
facilities or operations for management by the Company or pursuit of other
related business opportunities. There can be no assurance that the Company
will be successful in obtaining any management contracts with any gaming
facilities or operations or consummating any other business opportunities in
the gaming industry.
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7. CONFLICTS OF INTEREST. There are existing and potential
conflicts of interest, including time, effort and corporate opportunity,
involved in the participation by the Company's executive officers and directors
in other business entities and transactions. Ms. Betty M. Williams and Mr.
Roger D. Leclerc, executive officers and directors of the Company, are
full-time employees of Ross Aviation, Albuquerque, New Mexico, and Country
World Casinos Inc., Denver, Colorado, respectively. Country World Casinos Inc.
is a publicly-held Colorado corporation engaged in the design and development
of a limited stakes gaming facility in Blackhawk, Colorado. Further, Mr.
Leclerc is the owner of a consulting firm which offers management consulting,
project management and real estate development services throughout the United
States. Accordingly, Mr. Leclerc, primarily, may be subject to direct
conflicts of interest and the corporate opportunities doctrine with respect to
business opportunities in the gaming industry which come to his attention. The
Company's Articles of Incorporation provide that any contract or transaction in
which an affiliated company (i.e., a company, such as Country World Casinos
Inc., which is "controlling, controlled by or under common control" with the
Company, as those terms are defined under the Securities Act of 1933, as
amended) is a party or has an interest must be authorized, approved or ratified
at a meeting of the Board of Directors by sufficient vote thereon by directors
not interested therein or the transaction must be fair and reasonable to the
Company. Accordingly, while the executive officers and directors of the
Company will abstain from voting on any such related party contract or
transaction, it is nevertheless possible for the Company's Board of Directors,
by vote of a sufficient number of disinterested members thereof, to authorize,
approve or ratify such a contract or transaction even if it is not fair or
reasonable to the Company.
Because of existing and/or potential future associations of the
Company's executive officers and directors in various capacities with other
firms involved in a range of business activities and because of the limited
amount of time and effort which is expected to be devoted to the Company by
such persons, there are existing and potential continuing conflicts of interest
in their acting as executive officers and directors of the Company. Neither
Ms. Williams nor Mr. Leclerc will be able to devote a significant amount of
time or effort to the business and affairs of the Company because of their
simultaneous employment by, participation in and/or commitments to other firms
involved in a range of business activities. In addition, both of the Company's
executive officers and/or directors are or may become, in their individual
capacities, officers, directors, controlling shareholders and/or partners of
other entities engaged in a variety of businesses which are engaged, or may in
the future engage, in various transactions, or compete directly, with the
Company. Conflicts of interest and transactions which are not at arm's-length
may arise in the future because the Company's executive officers and/or
directors are involved in the management of any company which transacts
business, or competes directly, with the Company.
8. COMPETITION. Competition is intense within the gaming
industry, in general, and in the casino management aspect of the industry in
which the Company proposes to conduct its operations initially. The Company's
opportunity to obtain management contracts with attractive gaming facilities or
operations may be limited by its financial resources and other assets. Many of
the companies and other organizations with which the Company will be in
competition have far greater financial resources, greater experience and larger
staffs than the Company. Additionally, many of such organizations have proven
operating histories; which the Company lacks. The Company expects to face
strong competition from such well-established companies and other
development-stage companies like itself.
9. ABSENCE OF PUBLIC MARKET FOR SHARES. The Company's shares of
Common Stock are not registered with the U.S. Securities and Exchange
Commission under the Securities Act of 1933, as amended (hereinafter referred
to as the "Act"), and are "restricted securities." Rule 144 of the Act
provides, in essence, that holders of restricted securities for a period of two
years may, every three months, sell to a market maker or in ordinary brokerage
transactions an amount
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equal to one percent of the Company's then outstanding securities.
Nonaffiliates of the Company who hold restricted securities for a period of
three years may sell their securities without regard to volume limitations or
other restriction. A total of 1,500,000 shares of the Company's Common Stock
is presently available for resale under Rule 144 and the balance of 5,300,000
shares of Common Stock will be available for resale under Rule 144 commencing
in March 1998. Sales of shares of Common Stock under Rule 144 may have a
depressive effect on the market price of the Company's Common Stock, should a
public market develop for such stock. Such sales might also impede future
financing by the Company.
10. NO DIVIDENDS. While payment of dividends on the Common Stock
rests with the discretion of the Board of Directors, there can be no assurance
that dividends can or will ever be paid. Payment of dividends is contingent
upon, among other things, future earnings, if any, and the financial condition
of the Company, capital requirements, general business conditions and other
factors which cannot now be predicted. It is highly unlikely that cash
dividends on the Common Stock will be paid by the Company in the foreseeable
future.
11. NO CUMULATIVE VOTING. The election of directors and other
questions will be decided by majority vote. Since cumulative voting is not
permitted and one-third of the Company's outstanding shares constitutes a
quorum, investors who purchase shares of the Company's Common Stock may not
have the power to elect even a single director and, as a practical matter, the
current management will continue to effectively control the Company.
12. CONTROL BY PRESENT SHAREHOLDERS. The present shareholders of
the Company's outstanding Common Stock will, by virtue of their percentage
share ownership and the lack of cumulative voting, be able to elect the entire
Board of Directors, establish the Company's policies and generally direct its
affairs. Accordingly, persons investing in the Company's Common Stock will
have no significant voice in Company management, and cannot be assured of ever
having representation on the Board of Directors.
13. POTENTIAL ANTI-TAKEOVER AND OTHER EFFECTS OF ISSUANCE OF
PREFERRED STOCK MAY BE DETRIMENTAL TO COMMON SHAREHOLDERS. The Company is
authorized to issue up to 10,000,000 shares of preferred stock, $.10 par value
per share (hereinafter referred to as the "Preferred Stock); none of which
shares have been issued. The issuance of Preferred Stock does not require
approval by the shareholders of the Company's Common Stock. The Board of
Directors, in its sole discretion, has the power to issue shares of Preferred
Stock in one or more series and establish the dividend rates and preferences,
liquidation preferences, voting rights, redemption and conversion terms and
conditions and any other relative rights and preferences with respect to any
series of Preferred Stock. Holders of Preferred Stock may have the right to
receive dividends, certain preferences in liquidation and conversion and other
rights; any of which rights and preferences may operate to the detriment of the
shareholders of the Company's Common Stock. Further, the issuance of any
shares of Preferred Stock having rights superior to those of the Company's
Common Stock may result in a decrease in the value or market price of the
Common Stock, provided a market exists, and, additionally, could be used by the
Board of Directors as an anti-takeover measure or device to prevent a change in
control of the Company.
14. NO SECONDARY TRADING EXEMPTION. Secondary trading in the
Common Stock will not be possible in each state until the shares of Common
Stock are qualified for sale under the applicable securities laws of that state
or the Company verifies that an exemption, such as listing in certain
recognized securities manuals, is available for secondary trading in that
state. There can be no assurance that the Company will be successful in
registering or qualifying the Common Stock for secondary trading, or availing
itself of an exemption for secondary trading in the Common Stock, in any state.
If the Company fails to register or qualify, or obtain or verify an exemption
for the secondary trading of, the Common Stock in any particular state, the
shares of Common Stock could not be offered or sold to, or purchased by, a
resident of that state. In the event that a
10
<PAGE> 11
significant number of states refuse to permit secondary trading in the
Company's Common Stock, a public market for the Common Stock will fail to
develop and the shares could be deprived of any value.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Plan of Operations
Since its inception, the Company, which is now known as "Casino-Casino
Corp.," has conducted no business operations except for organizational
activities. For the period from inception (December 15, 1992) through May 8,
1996, the Company had no income from operations and operating expenses
aggregating $16,337. The Company proposes to engage in business as a casino
management company. Management expects that the Company will initially obtain
a management contract with a gaming facility and/or consummate another
opportunity in the gaming industry through Mr. Leclerc's contacts in the
business. If the Company is unable to generate sufficient revenue from
operations, management intends to explore all available alternatives for debt
and/or equity financing including but not limited to private and public
securities offerings.
Financial Condition, Capital Resources and Liquidity
At May 8, 1996, the Company had assets totaling $10,163 and $1,500 in
liabilities. Since the Company's inception, it has received $10,000 in cash
contributed as consideration for the issuance of shares of Common Stock.
The Company has no potential capital resources.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company's executive offices are located at 50 South Steele Street,
Suite #795, Denver, Colorado 80209, in business offices subleased by an
affiliated company owned by its President/Treasurer, and its telephone number
is (303) 321-2133. The Company has made arrangements to utilize the offices on
a rent-free basis until such time, if ever, as it commences business operations
in the gaming industry. The Company owns no real or personal property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information as of May 22, 1996,
regarding the ownership of the Company's Common Stock by each shareholder known
by the Company to be the beneficial owner of more than five percent of its
outstanding shares of Common Stock, each director and all executive officers
and directors as a group. Except as otherwise indicated, each of the
shareholders has sole voting and investment power with respect to the shares of
Common Stock beneficially owned.
<TABLE>
<CAPTION>
AMOUNT
NAME AND ADDRESS OF BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
- -------------------------- ------------ ----------
<S> <C> <C>
Betty M. Williams 5,300,000 77.9%
865-4 Tramway Lane Court
Albuquerque, New Mexico 87122
</TABLE>
11
<PAGE> 12
<TABLE>
<S> <C> <C>
Patricia Cudd, Esq. 500,000 7.4%
50 South Steele Street, Suite #222
Denver, Colorado 80209
Roger D. Leclerc 0 0.0%
13576 West Utah Avenue
Lakewood, Colorado 80027
All Executive Officers and Directors as 5,300,000 77.9%
a Group (two persons)
</TABLE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
EXECUTIVE OFFICERS AND DIRECTORS
Set forth below are the names, ages, positions with the Company and
business experiences of the executive officers and directors of the Company.
NAME AGE POSITION(S) WITH COMPANY
- --------------------- --- -------------------------------------
Betty M. Williams 62 President, Treasurer and Director
Roger D. Leclerc 45 Secretary and Director
- -----------
*The above-named persons, together with Patricia Cudd, Esq., the
record and beneficial owner of 7.4% of the issued and outstanding shares of the
Company's Common Stock, the sole proprietor of the law firm which has passed
upon the legality of the Common Stock and certain other matters in connection
with this Form 10-SB Registration Statement and the former Secretary and a
former director of the Company, may be deemed to be "promoters" and "parents" of
the Company, as those terms are defined under the Rules and Regulations
promulgated under the Securities Act of 1933, as amended.
All directors hold office until the next annual meeting of the
Company's shareholders and until their successors have been elected and
qualify. Officers serve at the pleasure of the Board of Directors. Ms.
Williams and Mr. Leclerc will devote such time and effort to the business and
affairs of the Company as may be necessary to perform their responsibilities as
executive officers and directors of the Company.
FAMILY RELATIONSHIPS
There are no family relationships between the executive officers and
directors of the Company.
BUSINESS EXPERIENCE
Betty M. Williams has served as the President, the Treasurer and a
director of the Company since March 8, 1996. She has been involved in the area
of government security since 1988 and has a "Q" access authorization with the
U.S. Government. Ms. Williams has been employed by Ross Aviation,
Albuquerque, New Mexico, a privately-owned airline which serves as a contractor
to the U.S. Department of Energy, since July 1994. From August 1990 through
January 1994, she was employed as a security analyst, responsible for oversight
for the personnel security office in Pinellas, Florida, by the U.S. Department
of Energy, Albuquerque, New Mexico. She received
12
<PAGE> 13
a B.A. degree in communication and anthropology and a Masters degree in
communication from the University of New Mexico, Albuquerque, New Mexico, in
1985 and 1987, respectively.
Roger D. Leclerc has served as the Secretary and a director of the
Company since March 8, 1996. Since April 1994, he has served as the President
and Chief Executive Officer and a director of Country World Casinos Inc.,
Denver, Colorado, a publicly-held Colorado corporation presently engaged in the
design and development of a limited stakes gaming facility, including a 214,000
square foot casino with a 1200-seat showroom, in Blackhawk, Colorado. Mr.
Leclerc, since 1986, has owned RDL Investments, d/b/a Leclerc Consulting
Services, a Denver, Colorado, consulting firm which offers management
consulting, project management and real estate development services throughout
the United States. He was employed as the General Manager of the Bull Durham
Casino, Black Hawk, Colorado, a limited stakes gaming facility, from August
1992 through April 1994. He was retained as a consultant to the Miner's Pick
Casino, Central City, Colorado, from June 1992 until management, based upon Mr.
Leclerc's recommendation, closed the limited stakes gambling facility in
November 1992. From March 1990 through June 1992, Mr. Leclerc was employed as
the General and Construction Project Manager for A & L Enterprises, Deadwood,
South Dakota, owner of Miss Kitty's Wilderness Edge Casino and Days Inn Motel
and Casino, Deadwood, South Dakota. He presently serves as the Director and
Treasurer of the Black Hawk Gaming Association, Blackhawk, Colorado, and as the
Treasurer of the Political Action Committee of the Colorado Gaming Association.
Mr. Leclerc served as the Director of the Colorado Gaming Association in 1995;
as the Vice-Chairman, in 1993, and as the Director and Treasurer, from 1991 to
1992, of the Deadwood Gaming Association, Deadwood, Colorado; and as the
Director and Vice-President of the Breckenridge Merchants Association,
Breckenridge, Colorado, in 1990. He is also a former Director of the Gilpin
County Chamber of Commerce, a former member of the Economic Development Council
for Gilpin County, Colorado, and a former advisor to the Wyoming Gaming
Initiative. Mr. Leclerc attended Cal State Northridge, Northridge, California,
in 1975, Santa Monica State College, Santa Monica, California, from 1973 to
1974 and Oklahoma State Univesity, Goodwell, Oklahoma, from 1969 to 1970.
ITEM 6. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
Except for a total of 500,000 shares of Common Stock, representing 7.4%
of the issued and outstanding shares of the Company's Common Stock, issued to
Patricia Cudd, Esq., on February 12, 1993, for certain cost advances and
services to the Company, including those performed by her in the positions of
former Secretary and former director of the Company, no cash or non-cash
compensation was awarded to, earned by or paid to any executive officer or
director of the Company for all services rendered in all capacities to the
Company during the fiscal years ended December 31, 1993, 1994 and 1995. However,
on March 8, 1996, Ms. Betty M. Williams, the President, the Treasurer and a
director of the Company, received a total of 5,300,000 shares of Common Stock,
representing 77.9% of the issued and outstanding shares of Common Stock of the
Company, in consideration for the sum of $10,000.00 in cash, an amount less than
the par value thereof. It is not anticipated that either of the executive
officers of the Company will receive any cash or non-cash compensation for their
services in all capacities to the Company until such time as the Company
commences business operations in the gaming business. At such time as the
Company commences such operations, it is expected that the Board of Directors
will approve the payment of reasonable salaries to Ms. Williams and Mr. Leclerc
for their services in the positions of executive officers and directors of the
Company. At such time, the Board of Directors may, in its discretion, approve
the payment of additional cash or non-cash compensation to the foregoing for
their services to the Company.
13
<PAGE> 14
The Company does not provide officers with pension, stock appreciation
rights, long-term incentive or other plans and has no intention of implementing
any such plans for the foreseeable future.
COMPENSATION OF DIRECTORS
The Company has no standard arrangements for compensating the
directors of the Company for their services in such capacity.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On March 8, 1996, the Company issued a total of 5,300,000 shares of
its Common Stock to Ms. Betty M. Williams, the President, the Treasurer and a
director of the Company and the record and beneficial owner of 77.9% of the
Company's issued and outstanding shares of Common Stock, in consideration for
the sum of $10,000.00 in cash. The shares were issued for consideration
equivalent in value to an amount less than the par value thereof as permitted
by Title 7, Article 106, Section 202(6), of Colorado Revised Statutes, as
amended.
On February 12, 1993, the Company issued a total of 500,000 shares of
its Common Stock to Patricia Cudd, Esq., the record and beneficial owner of
7.4% of the Company's issued and outstanding shares of Common Stock and the
sole proprietor of Patricia Cudd & Associates, Denver, Colorado, which firm has
passed upon the legality of the Common Stock and certain other matters in
connection with this Form 10-SB Registration Statement. The shares were issued
to Ms. Cudd in consideration for her performance of certain legal services for,
and the advancement of certain costs to, the Company related to, among other
things, its organization and for rendering certain additional services to the
Company in the positions of former Secretary and former director thereof; the
total of which services and advances was valued at $5,000.
The Company maintains its executive offices on a rent-free basis at
business offices subleased by an affiliated company owned by Ms. Betty M.
Williams, its President/Treasurer and the owner of record and beneficially of
77.9% of the issued and outstanding Common Stock of the Company. The Company
anticipates the continued utilization of these offices rent-free until such
time, if ever, as it commences business operations in the gaming industry.
ITEM 8. DESCRIPTION OF SECURITIES.
Description of Capital Stock
The Company's authorized capital stock consists of 100,000,000 shares
of Common Stock, $.01 par value per share, and 10,000,000 shares of Preferred
Stock, $.10 par value per share.
Description of Common Stock
All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, are entitled to one vote per share in all matters to be
voted upon by shareholders. The shares of Common Stock have no preemptive,
subscription, conversion or redemption rights and may be issued only as
fully-paid and nonassessable shares. Cumulative voting in the election of
directors is not permitted; which means that the holders of a majority of the
issued and outstanding shares of Common Stock represented at any meeting at
which a quorum is present will be able to elect the entire Board of Directors
if they so choose and, in such event, the holders of the remaining shares of
Common Stock will not be able to elect any directors. In the event of
liquidation of the Company, each shareholder is entitled to receive a
proportionate share of the Company's assets available for distribution to
shareholders after the payment of liabilities and after distribution in full of
preferential amounts, if any, to be distributed to holders of the Preferred
Stock. All shares of the Company's Common Stock issued and outstanding are
fully-paid and nonassessable.
14
<PAGE> 15
Dividend Policy. Holders of shares of Common Stock are entitled to
share pro rata in dividends and distributions with respect to the Common Stock
when, as and if declared by the Board of Directors out of funds legally
available therefor, after requirements with respect to preferential dividends
on, and other matters relating to, the Preferred Stock, if any, have been met.
The Company has not paid any dividends on its Common Stock and intends to
retain earnings, if any, to finance the development and expansion of its
business. Future dividend policy is subject to the discretion of the Board of
Directors and will depend upon a number of factors, including future earnings,
capital requirements and the financial condition of the Company.
Transfer Agent and Registrar. The Transfer Agent and Registrar for
the Company's Common Stock is Corporate Stock Transfer, Inc., 370 Seventeenth
Street, Suite #2350, Denver, Colorado 80202.
Description of Preferred Stock
Shares of Preferred Stock may be issued from time to time in one or
more series as may be determined by the Board of Directors. The voting powers
and preferences, the relative rights of each such series and the
qualifications, limitations and restrictions thereof shall be established by
the Board of Directors, except that no holder of Preferred Stock shall have
preemptive rights. The Company has no shares of Preferred Stock outstanding,
and the Board of Directors has no plan to issue any shares of Preferred Stock
for the foreseeable future unless the issuance thereof shall be in the best
interests of the Company.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND OTHER SHAREHOLDER MATTERS.
(A) MARKET INFORMATION.
There has been no established public trading market for the Common
Stock since the Company's inception on December 15, 1992.
(B) HOLDERS.
As of May 22, 1996, the Company had four shareholders of record of its
6,800,000 issued and outstanding shares of Common Stock.
(C) DIVIDENDS.
The Company has never paid or declared any dividends on its Common
Stock and does not anticipate paying cash dividends in the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
15
<PAGE> 16
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
Because the Company has generally been inactive since its inception,
it has had no independent accountant until the retention of Janet Loss, C.P.A.,
P.C., 9101 East Kenyon Avenue, Suite #2000, Denver, Colorado 80237, in April
1996. There has been no change in the Company's independent accountant during
the period commencing with the Company's retention of Janet Loss, C.P.A., P.C.,
on April 19, 1996, through the date hereof.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On March 8, 1996, the Company issued 5,300,000 shares of its Common
Stock, representing 77.9% of the total number of shares of the Company's Common
Stock issued and outstanding, to Ms. Betty M. Williams, the President, the
Treasurer and a director of the Company, in consideration for the sum of
$10,000 in cash, an amount less than the par value thereof as permitted by
Title 7, Article 106, Section 202(6), of Colorado Revised Statutes, as amended.
The Company relied, in connection with the sales of the shares, upon the
exemption from registration provided under Section 4(2) of the Securities Act
of 1933, as amended, for sales of securities by an issuer deemed not to involve
a public offering.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Company's Articles of Incorporation contains
provisions providing for the indemnification of directors and officers of the
Company as follows:
(a) The corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is otherwise serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit or proceeding,
if he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding, by judgment,
order, settlement, conviction upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe the action was unlawful.
(b) The corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action or suit by or in the right of the corporation, to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation, unless, and only to the extent that, the court
in which
16
<PAGE> 17
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this Article
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the officer,
director and employee or agent is proper in the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the affirmative vote of the
holders of a majority of the shares of stock entitled to vote and represented
at a meeting called for such purpose.
(e) Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding, as
authorized in Section (d) of this Article, upon receipt of an understanding by
or on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this
Article.
(g) The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under these Articles of Incorporation, the Bylaws, agreements, vote
of the shareholders or disinterested directors, or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs and
personal representatives of such a person.
The Company has no agreements with any of its directors or executive
officers providing for indemnification of any such persons with respect to
liability arising out of their capacity or status as officers and directors.
At present, there is no pending litigation or proceeding involving a
director or executive officer of the Company as to which indemnification is
being sought.
17
<PAGE> 18
PART F/S
The Financial Statements of Casino-Casino Corp. required by Regulation
S-X commence on page F-1 hereof in response to Part F/S of this Registration
Statement on Form 10-SB and are incorporated herein by this reference.
PART III
ITEM 1. INDEX TO EXHIBITS.
ITEM
NUMBER DESCRIPTION
- -------- -------------------------------------------------------------------
Ex-3(i)* Certificate and Articles of Incorporation of Peakview Vulture Funds,
Inc., filed, issued December 15, 1992.
Ex-3(ii)* Bylaws of Peakview Vulture Funds, Inc.
Ex-3(iii)* Articles of Amendment to the Articles of Incorporation of Peakview
Vulture Funds, Inc., filed January 31, 1996.
Ex-3(iv)* Articles of Amendment to the Articles of Incorporation of Peakview
Ventures, Inc., filed March 6, 1996.
Ex-3(v)* Articles of Amendment to the Articles of Incorporation of
Casino-Casino Corp. filed May 28, 1996.
- ---------
*Filed herewith.
ITEM 2. DESCRIPTION OF EXHIBITS.
The documents required to be filed as Exhibit Number 2 in Part III of
Form 1-A filed as part of this Registration Statement on Form 10-SB are listed
in Item 1 of this Part III above. No documents are required to be filed as
Exhibit Numbers 3, 5, 6 or 7 in Part III of Form 1-A, and the reference to such
Exhibit Numbers is therefore omitted. No additional exhibits are filed hereto.
18
<PAGE> 19
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
CASINO-CASINO CORP.
(Registrant)
Date: May 22, 1996 By: /s/ Betty M. Williams
----------------------------
Betty M. Williams, President
19
<PAGE> 20
CASINO-CASINO CORP.
(A Development Stage Enterprise)
May 8, 1996
JANET LOSS, C.P.A., P.C.
9101 EAST KENYON AVENUE, SUITE 2000
DENVER, COLORADO 80237
<PAGE> 21
CASINO-CASINO CORP
(A Development Stage Enterprise)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM PAGE
<S> <C>
Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
<PAGE> 22
JANET LOSS, C.P.A., P.C.
9101 EAST KENYON AVENUE, SUITE 2000
DENVER, COLORADO 80237
(303) 220-0227
Board of Directors
Casino-Casino Corp.
50 South Steele Street, Suite 795
Denver, Colorado 80209
I have audited the accompanying balance sheet of Casino-Casino Corp. (a
development stage enterprise) as of May 8, 1996, and the related statements of
operations, changes in stockholders' equity and cash flows for the period
December 15, 1992, to May 8, 1996. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted accounting
standards. These standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, based upon my examination, the financial statements referred to
above present fairly, in all material respects, the financial position of
Casino-Casino Corp. as of May 8, 1996, in conformity with generally accepted
accounting principles.
/s/ Janet Loss, C.P.A., P.C.
Janet Loss, C.P.A., P.C.
May 13, 1996
<PAGE> 23
CASINO-CASINO CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
MAY 8, 1996
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash in checking $ 10,000
OTHER ASSETS:
Organization Costs, net of amortization 163
-------------
TOTAL ASSETS $ 10,163
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes Payable, Stockholders $ 1,500
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred Stock, $.10 par value per share, 10,000,000 shares
authorized, no shares issued and outstanding --
Common Stock, $.0l par value per share, 100,000,000 shares
authorized, 6,800,000 shares issued and outstanding 25,000
Additional paid-in-capital --
(Deficit) accumulated during the development stage $ (16,337)
--------------
TOTAL STOCKHOLDERS' EQUITY 8,663
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,163
=============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE> 24
CASINO-CASINO CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
FOR THE PERIOD JANUARY 1, 1996, TO MAY 8, 1996
AND FOR THE PERIOD DECEMBER 15, 1992, TO MAY 8, 1996
<TABLE>
<CAPTION>
PERIOD
PERIOD DECEMBER 15, 1992
JANUARY 1, 1996 (INCEPTION)
TO MAY 8, 1996 TO MAY 8, 1996
-------------- --------------
<S> <C> <C>
INCOME FROM OPERATIONS $ 0 $ 0
------------ -------------
OPERATING EXPENSES:
Amortization Expense $ 33 $ 337
Consulting Services 0 10,000
Legal Services 1,500 6,000
------------ -------------
TOTAL OPERATING EXPENSES 1,533 16,337
------------ -------------
NET (LOSS) $ (1,533) $ (16,337)
------------ -------------
NET (LOSS) PER SHARE $ N/A $ N/A
============ =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 25
CASINO-CASINO CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDER'S EQUITY
From (Inception) December 15, 1992, to May 8, 1996
<TABLE>
<Capti on>
Deficit Accumulated Total
Common Stock Common Stock Additional during the Stockholders'
Number of Shares Amount Paid-In Capital Development Stage Equity
---------------- ------------ --------------- ------------------- ------------
<S> <C> <C> <C> <C> <C>
December 29, 1992
666,667 shares issued
for consulting fees 666,667 $6,667 $ -- $ -- $6,667
Net Loss for the Period
Ended December 31, 1992 -- -- -- (6,667) (6,667)
February 12, 1993
500,000 shares issued for
legal services rendered,
$.01 par value 500,000 5,000 -- -- 5,000
February 19, 1993
333,333 shares issued for
consulting services 333,333 3,333 -- -- 3,333
Net Loss For Year Ended
December 31, 1993 -- -- -- (7,937) (7,937)
Net Loss For Year Ended
December 31, 1994 -- -- -- (100) (100)
Net Loss For Year Ended
December 31, 1995 -- -- -- (100) (100)
March 8, 1996
Issuance of shares for
cash, $.001887 per share -
issued for less than par
value 5,300,000 10,000 -- -- 10,000
Net Loss for the Period
January 1, 1995 to May 8,
1996 -- -- -- (1,533) (1,533)
- ------------------------------------------------------------------------------------------------------------------------
Balance, May 8, 1996 6,800,000 $25,000 $ 0 $(16,337) $8,663
========================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 26
CASINO-CASINO CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
FOR THE PERIOD JANUARY 1, 1996, TO MAY 8, 1996
AND FOR THE PERIOD DECEMBER 15, 1992, TO MAY 8, 1996
<TABLE>
<CAPTION>
PERIOD
PERIOD DECEMBER 15, 1992
JANUARY 1, 1996 (INCEPTION)
TO MAY 8, 1996 TO MAY 8, 1996
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (Loss) $ (1,533) $ (16,337)
Amortization 33 337
Increase in Organization Costs 0 (500)
Increase in Payables, Stockholders 1,500 1,500
------------ -------------
NET CASH (USED) BY OPERATING ACTIVITIES 0 (15,000)
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock 10,000 25,000
------------ -------------
NET INCREASE IN CASH $ 10,000 $ 10,000
------------ -------------
CASH, BEGINNING OF THE PERIOD 0 0
CASH, END OF THE PERIOD $ 10,000 $ 10,000
============ =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 27
CASINO-CASINO CORP.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE I - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Casino-Casino Corp., a Colorado Corporation, was incorporated December 15, 1992,
and since its inception, the Company has been in the development stage. The
original name of the corporation was Peakview Vulture Funds, Inc.; the
Corporation changed its name to Peakview Ventures, Inc. on January 31, 1996, and
then to Casino-Casino Corp. on March 6, 1996.
Year End
The Company has elected a calendar year-end.
Accounting Method
The company records income and expenses on the accrual method.
Organization Costs
Costs incurred in organizing the Company are being amortized over a
sixty-month period.
NOTE II - CAPITAL STOCK
On March 8, 1996, 5,300,000 shares of stock was issued for cash at less than
par value, at $.001887 per share. This transaction was approved by the
shareholders in a special meeting on March 8, 1996.
NOTE III - RELATED PARTIES
The Company issued 500,000 shares of stock for legal services rendered for
$5,000.
Until the Company commences operations, the Company is on a rent-free basis and
rents space from an affiliated company owned by its President/Treasurer.
NOTE IV - NOTES PAYABLE
On May 2, 1996, two stockholders advanced the corporation monies for legal
fees. The notes are payable on demand and interest is being accrued at 6
percent.
6
<PAGE> 28
EXHIBIT INDEX
ITEM
NUMBER DESCRIPTION
- -------- --------------------------------------------------------------------
Ex-3(i)* Certificate and Articles of Incorporation of Peakview Vulture Funds,
Inc., filed, issued December 15, 1992.
Ex-3(ii)* Bylaws of Peakview Vulture Funds, Inc.
Ex-3(iii)* Articles of Amendment to the Articles of Incorporation of Peakview
Vulture Funds, Inc., filed January 31, 1996.
Ex-3(iv)* Articles of Amendment to the Articles of Incorporation of Peakview
Ventures, Inc., filed March 6, 1996.
Ex-3(v)* Articles of Amendment to the Articles of Incorporation of Casino-
Casino Corp. filed May 28, 1996.
- ---------
*Filed herewith.
<PAGE> 1
[STATE SEAL]
STATE OF COLORADO
DEPARTMENT OF
STATE
CERTIFICATE
I, NATALIE MEYER, Secretary of State of the State of Colorado hereby
certify that the prerequisites for the issuance of this certificate have been
fulfilled in compliance with law and are found to conform to law.
Accordingly, the undersigned, by virtue of the authority vested in me
by law, hereby issues A CERTIFICATE OF INCORPORATION TO
PEAKVIEW VULTURE FUNDS, INC.
Dated: DECEMBER 15, 1992
/s/ NATALIE MEYER
----------------------
SECRETARY OF STATE
<PAGE> 2
ARTICLES OF INCORPORATION
OF
PEAKVIEW VULTURE FUNDS, INC.
KNOW ALL MEN BY THESE PRESENTS:
That I, PATRICIA CUDD, desiring to establish a corporation under the
name of PEAKVIEW VULTURE FUNDS, INC. for the purpose of becoming a body
corporate under and by virtue of the laws of the State of Colorado and, in
accordance with the provisions of the laws of said State, do hereby make,
execute and acknowledge this certificate in writing of my intention to become a
body corporate, under and by virtue of said laws.
ARTICLE I
The name of the corporation shall be: PEAKVIEW VULTURE FUNDS, INC.
ARTICLE II
The nature of the business and the objects and purposes to be
transacted, promoted and carried on are to do any or all of the things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:
(a) To transact all lawful business for which
corporations may be incorporated pursuant to the Colorado Corporation
Code.
(b) To manufacture, purchase or otherwise acquire and to
hold, own, mortgage or otherwise lien, pledge, lease, sell, assign,
exchange, transfer or in any manner dispose of, and to invest, deal
and trade in and with goods, wares, merchandise and personal property
of any and every class and description, within or without the State of
Colorado.
(c) To acquire the goodwill, rights and property and to
undertake the whole or any part of the assets and liabilities of any
person, firm, association or corporation; to pay for the same in cash,
the stock of the corporation, bonds or otherwise; to hold or in any
manner dispose of the whole or any part of the property so purchased;
to conduct in any lawful manner the whole or any part of any business
so acquired and to exercise all the powers necessary or convenient in
and about the conduct and management of such business.
<PAGE> 3
(d) To guarantee, purchase or otherwise acquire, hold,
sell, assign, transfer, mortgage, pledge or otherwise dispose of
shares of the capital stock, bonds or other evidences of indebtedness
created by other corporations and, while the holder of such stock, to
exercise all the rights and privileges of ownership, including the
right to vote thereon, to the same extent as natural persons might or
could do.
(e) To purchase or otherwise acquire, apply for,
register, hold, use, sell or in any manner dispose of and to grant
licenses or other rights in and in any manner deal with patents,
inventions, improvements, processes, formulas, trademarks, trade
names, rights and licenses secured under letters patent, copyright or
otherwise.
(f) To enter into, make and perform contracts of every
kind for any lawful purpose, with any person, firm, association or
corporation, town, city, county, body politic, state, territory,
government, colony or dependency thereof.
(g) To borrow money for any of the purposes of the
corporation and to draw, make, accept, endorse, discount, execute,
issue, sell, pledge or otherwise dispose of promissory notes, drafts,
bills of exchange, warrants, bonds, debentures and other negotiable or
nonnegotiable, transferable or nontransferable instruments and
evidences of indebtedness, and to secure the payment thereof and the
interest thereon by mortgage or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation at
the time owned or thereafter acquired.
(h) To lend money to, or guarantee the obligations of, or
to otherwise assist the directors of the corporation or of any other
corporation the majority of whose voting capital stock is owned by the
corporation, upon the affirmative vote of at least a majority of the
outstanding shares entitled to vote for directors.
(i) To purchase, take, own, hold, deal in, mortgage or
otherwise pledge, and to lease, sell, exchange, convey, transfer or in
any manner whatever dispose of real property, within or without the
State of Colorado.
(i) To purchase, hold, sell and transfer the shares of
its capital stock.
(k) To have one or more offices and to conduct any and
all operations and business and to promote its objects, within or
without the State of Colorado, without restrictions as to place or
amount.
(l) To do any or all of the things herein set forth as
principal, agent, contractor, trustee, partner or otherwise, alone or
in company with others.
2
<PAGE> 4
(m) The objects and purposes specified herein shall be
regarded as independent objects and purposes and, except where
otherwise expressed, shall be in no way limited or restricted by
reference to or inference from the terms of any other clauses or
paragraph of these Articles of Incorporation.
(n) The foregoing shall be constructed both as objects
and powers and the enumeration thereof shall not be held to limit or
restrict in any manner the general powers conferred on this
corporation by the laws of the State of Colorado.
ARTICLE III
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 110,000,000 of which 10,000,000
shall be shares of preferred stock, $.10 par value per share, and 100,000,000
shall be shares of common stock, $.0l par value per share, and the
designations, preferences, limitations and relative rights of the shares of
each class shall be as follows:
(a) Shares of Preferred Stock. The corporation may divide
and issue the shares of preferred stock in series. Shares of preferred
stock of each series, when issued, shall be designated to distinguish
them from the shares of all other series. The Board of Directors is
hereby vested with authority to divide the class of shares of
preferred stock into series and to fix and determine the relative
rights and preferences of the shares of any such series so established
to the full extent permitted by these Articles of Incorporation and
the Colorado Corporation Code in respect of the following:
(i) The number of shares to constitute such
series, and the distinctive designations thereof;
(ii) The rate and preference of dividends, if any,
the time of payment of dividends, whether dividends are
cumulative and the date from which any dividends shall accrue;
(iii) Whether shares may be redeemed and, if so,
the redemption price and the terms and conditions of
redemption;
(iv) The amount payable upon shares in event of
involuntary liquidation;
(v) The amount payable upon shares in event of
voluntary liquidation;
3
<PAGE> 5
(vi) Sinking fund or other provisions, if any, for
the redemption or purchase of shares;
(vii) The terms and conditions upon which shares
may be converted, if the shares of any series are issued with
the privilege of conversion;
(viii) Voting powers, if any; and
(ix) Any other relative rights and preferences of
shares of such series, including, without limitation, any
restriction on an increase in the number of shares of any
series theretofore authorized and any limitation or
restriction of rights or powers to which shares of any future
series shall be subject.
(b) Shares of Common Stock. The rights of holders of
shares of common stock to receive dividends or share in the
distribution of assets in the event of liquidation, dissolution or
winding up of the affairs of the corporation shall be subject to the
preferences, limitations and relative rights of the shares of
preferred stock fixed in the resolution or resolutions which may be
adopted from time to time by the Board of Directors of the corporation
providing for the issuance of one or more series of shares of
preferred stock.
The capital stock, after the subscription price has been paid in,
shall not be subject to assessment to pay the debts of the corporation. Any
stock of the corporation may be issued for money, property, services rendered,
labor done, cash advances for the corporation or for any other assets of value
in accordance with the action of the Board of Directors, whose judgment as to
value received in return therefor shall be conclusive and said stock when
issued shall be fully-paid and nonassessable.
ARTICLE IV
The corporation shall have perpetual existence.
ARTICLE V
The governing board of this corporation shall be known as the Board of
Directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this
corporation, provided that the number of directors shall not be reduced to less
than three, unless the outstanding shares of capital stock of the corporation
are held by fewer than three shareholders, in which event the number of
directors shall not be reduced to less than the number of shareholders of the
corporation.
4
<PAGE> 6
The name and post office address of the incorporator is as follows:
Patricia Cudd P.O. Box 621404
Littleton, Colorado 80123
The name and post office address of the directors comprising the
original Board of Directors of the corporation are as follows:
Patricia Cudd P.O. Box 621404
Littleton, Colorado 80123
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
(a) To manage and govern the corporation by majority vote
of members present at any regular or special meeting at which a quorum
shall be present.
(b) To make, alter, or amend the Bylaws of the
corporation at any regular or special meeting.
(c) To fix the amount to be reserved as working capital
over and above its capital stock paid in.
(d) To authorize and cause to be executed mortgages and
liens upon the real and personal property of this corporation.
(e) To designate one or more committees, each committee
to consist of two or more of the directors of the corporation, which,
to the extent provided by resolution or in the Bylaws of the
corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the
corporation. Such committees shall have such name or names as may be
stated in the Bylaws of the corporation or as may be determined from
time to time by resolution adopted by the Board of Directors.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all of the property and
assets of the corporation, if in the usual and regular course of its business,
upon such terms and conditions as the Board of Directors may determine without
vote or consent of its shareholders.
The Board of Directors shall have power and authority to sell, lease,
exchange or otherwise dispose of all or substantially all the property or
assets of the corporation, including its goodwill, if not in the usual and
regular course of its business, upon such terms and conditions as the Board of
Directors may determine, provided that such sale shall be authorized or
ratified by the affirmative vote of the shareholders' of at least a majority of
the shares entitled to vote thereon at a shareholders meeting called for that
5
<PAGE> 7
purpose, or when authorized or ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
The Board of Directors shall have the power and authority to merge or
consolidate the corporation upon such terms and conditions as the Board of
Directors may authorize, provided that such merger or consolidation is approved
or ratified by the shares entitled to vote thereon at a shareholders meeting
called for that purpose, or when authorized or ratified by the written consent
of all the shareholders of the shares entitled to vote thereon.
The Board of Directors may, from time to time, distribute to its
shareholders, without the approval of the shareholders, in partial liquidation,
out of stated capital or capital surplus of the corporation, a portion of its
assets, in cash or in property, so long as the partial liquidation is in
compliance with Title 7, Article 5, Section 111, of the 1973 Colorado Revised
Statutes.
The corporation shall be dissolved upon the affirmative vote of the
shareholders of at least a majority of the shares entitled to vote thereon at a
meeting called for that purpose, or when authorized or ratified by the written
consent of all the shareholders of the shares entitled to vote thereon.
The corporation shall revoke voluntary dissolution proceedings upon
the affirmative vote of the shareholders of at least a majority of the shares
entitled to vote at a meeting called for that purpose, or when authorized or
ratified by the written consent of all the shareholders of the shares entitled
to vote.
ARTICLE VI
The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same
are in furtherance of and not in limitation of the powers conferred by law.
No contract or other transactions of the corporation with any other
person, firm or corporation, or in which this corporation is interested, shall
be affected or invalidated by (a) the fact that any one or more of the
directors or officers of this corporation is interested in or is a director or
officer of such other firm or corporation; or (b) the fact that any director or
officer of this corporation, individually or jointly with others, may be a
party to or may be interested in any such contract or transaction, so long as
the contract or transaction is authorized, approved or ratified at a meeting of
the Board of Directors by sufficient vote thereon by directors not interested
therein, to which such fact or relationship or interest has been disclosed, or
so long as the contract or transaction is fair and reasonable to the
corporation. Each person who may become a director or officer of the
corporation is hereby relieved from any liability that might otherwise arise by
reason of his contracting with the corporation for the benefit of himself or
any firm or corporation in which he may be in any way interested.
The officers, directors and other members of management of this
corporation shall be subject to the doctrine of corporate opportunities only
insofar as it applies to
6
<PAGE> 8
business opportunities in which this corporation has expressed an interest as
determined from time to time by the corporation's Board of Directors as
evidenced by resolutions appearing in the corporation's minutes. When such
areas of interest are delineated, all such business opportunities within such
areas of interest which come to the attention of the officers, directors and
other members of management of this corporation shall be disclosed promptly to
this corporation and made available to it. The Board of Directors may reject
any business opportunity presented to it and thereafter any officer, director
or other member of management may avail himself of such opportunity. Until such
time as this corporation, through its Board of Directors, has designated an
area of interest, the officers, directors and other members of management of
this corporation shall be free to engage in such areas of interest on their own
and the provisions hereof shall not limit the rights of any officer, director
or other member of management of this corporation to continue a business
existing prior to the time that such area of interest is designated by this
corporation. This provision shall not be construed to release any employee of
the corporation (other than an officer, director or member of management) from
any duties which he may have to the corporation.
ARTICLE VII
Each director and officer of the corporation shall be indemnified by
the corporation as follows:
(a) The corporation shall indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of the corporation), by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
otherwise serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding, by
judgment, order, settlement, conviction upon a plea of nolo contendere
or its equivalent, shall not of itself create a presumption that the
person did not act in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding,
had reasonable cause to believe the action was unlawful.
(b) The corporation shall indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened,
pending or completed action or suit by or in the right of the
corporation, to procure a
7
<PAGE> 9
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation, unless, and only to
the extent that, the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability, but in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnification for such expenses
which such court deems proper.
(c) To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
Sections (a) and (b) of this Article, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under Section (a) or (b) of this
Article (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the officer, director and employee or agent is
proper in the circumstances, because he has met the applicable
standard of conduct set forth in Section (a) or (b) of this Article.
Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (ii) if such quorum is not
obtainable or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or
(iii) by the affirmative vote of the holders of a majority of the
shares of stock entitled to vote and represented at a meeting called
for such purpose.
(e) Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action,
suit or proceeding, as authorized in Section (d) of this Article, upon
receipt of an understanding by or on behalf of the director, officer,
employee or agent to repay such amount, unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this Article.
(f) The Board of Directors may exercise the corporation's
power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation,
or is or
8
<PAGE> 10
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status
as such, whether or not the corporation would have the power to
indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under these Articles of Incorporation,
the Bylaws, agreements, vote of the shareholders or disinterested
directors, or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs
and personal representatives of such a person.
ARTICLE VIII
The initial registered office of said corporation shall be located at
7345 East Peakview Avenue, Englewood, Colorado 80111 and the initial registered
agent of the corporation at such address shall be Patricia Cudd.
Part or all of the business of said corporation may be carried on in
the City and County of Arapahoe, or any other place in the State of Colorado or
beyond the limits of the State of Colorado, in other states or territories of
the United States and in foreign countries.
ARTICLE IX
Whenever a compromise or arrangement is proposed by the corporation
between it and its creditors or any class of them, and/or between said
corporation and its shareholders or any class of them, any court of equitable
jurisdiction may, on the application in a summary way by said corporation, or
by a majority of its stock, or on the application of trustees in dissolution,
order a meeting of the creditors or class of creditors and/or of the
shareholders or class of shareholders of said corporation, as the case may be,
to be notified in such manner as the said court decides. If a majority in
number, representing at least three-fourths in amount of the creditors or class
of creditors, and/or the holders of a majority of the stock or class of stock
of said corporation, as the case may be, agree to any compromise or arrangement
and/or to any reorganization of said corporation, as a consequence of such
compromise or arrangement, the said compromise or arrangement and/or the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding upon all the creditors or class of creditors, and/or
on all the shareholders or class of shareholders of said corporation, as the
case may be, and also on said corporation.
9
<PAGE> 11
ARTICLE X
No shareholder in the corporation shall have the preemptive right to
subscribe to any or all additional issues of stock and/or other securities of
any or all classes of this corporation or securities convertible into stock or
carrying stock purchase warrants, options or privileges.
ARTICLE XI
Meetings of shareholders may be held at any time and place as the
Bylaws shall provide. At all meetings of the shareholders, a majority of all
shares entitled to vote shall constitute a quorum.
ARTICLE XII
Cumulative voting shall not be allowed.
ARTICLE III
These Articles of Incorporation may be amended by resolution of the
Board of Directors if no shares have been issued, and if shares have been
issued, by affirmative vote of the shareholders of at least a majority of the
shares entitled to vote thereon at a meeting called for that purpose, or, when
authorized, when such action is ratified by the written consent of all the
shareholders of the shares entitled to vote thereon.
ARTICLE XIV
Whenever the shareholders must approve or authorize any matter,
whether now or hereafter required by the laws of the State of Colorado, the
affirmative vote of a majority of the shares entitled to vote thereon shall be
necessary to constitute such approval or authorization.
IN TESTIMONY WHEREOF, I have hereunto set my hand on this 15th day of
December, 1992.
/s/ PATRICIA CUDD
-----------------------------
Patricia Cudd
10
<PAGE> 12
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
I, Linda K. Reinking a Notary Public, in and for the said county and
state, hereby certify that there personally appeared before me, Patricia Cudd,
who being first duly sworn, declared that she is the person who executed the
foregoing document as incorporator, and that the statements therein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 15th day
of December, 1992.
/s/ LINDA K. REINKING
-----------------------------
NOTARY PUBLIC 5/23/95
11
<PAGE> 1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PEAKVEIW VULTURE FUNDS, INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Peakview Vulture Funds, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted on January 29, 1996, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
No shares have been issued or Directors Elected - Action by
-------
Incorporators
No shares have been issued but Directors Elected - Action by
-------
Directors
Such amendment was adopted by the board of directors where
-------
shares have been issued.
X Such amendment was adopted by a vote of the shareholders. The
-------
number of shares voted for the amendment was sufficient for approval.
Article I of the Articles of Incorporation shall be amended so that,
as amended, Article I reads in its entirety as follows:
The name of the corporation shall be:
PEAKVIEW VENTURES, INC.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows: None.
If these amendments are to have a delayed effective date, please list
that date: Not applicable. (Not to exceed ninety (90) days from the date of
filing)
PEAKVIEW VULTURE FUNDS, INC.
By: /s/ PATRICIA CUDD
-----------------------------
Patricia Cudd, Director
<PAGE> 1
ARTICLES OF AMENDMENT RECEIVED
TO THE
ARTICLES OF INCORPORATION
OF
PEAKVIEW VENTURES, INC.
Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Peakview Ventures, Inc.
SECOND: The following amendment to the Articles of Incorporation was
adopted on March 4, 1996, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
No shares have been issued or Directors Elected - Action by
-------
Incorporators
No shares have been issued but Directors Elected - Action by
-------
Directors
Such amendment was adopted by the board of directors where
-------
shares have been issued.
X Such amendment was adopted by a vote of the shareholders. The
-------
number of shares voted for the amendment was sufficient for approval.
Article I of the Articles of Incorporation shall be amended so that,
as amended, Article I reads in its entirety as follows:
The name of the corporation shall be:
CASINO-CASINO CORP.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows: None.
If these amendments are to have a delayed effective date, please list
that date: Not applicable.
(Not to exceed ninety (90) days from the date of filing)
PEAKVIEW VENTURES, INC.
By: /s/ PATRICIA CUDD
-----------------------------
Patricia Cudd, Secretary
<PAGE> 1
BYLAWS
OF
PEAKVIEW VULTURE FUNDS, INC.
ARTICLE I
OFFICES
The principal office of Peakview Vulture Funds, Inc. (the "Company"),
shall be located in the State of Colorado. The Company may have such other
offices or relocate its principal office either within or without the State of
Colorado as the Board of Directors of the Company (the "Board") may designate
or as the business of the Company may require.
The registered office of the Company in the Articles of Incorporation
(the "Articles") need not be identical with the principal office in the State
of Colorado.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held each year on a date and at a time and place to be determined by
resolution of the Board, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
election of directors shall not be held on the day designated for the annual
meeting of the shareholders, or at any adjournment thereof, the Board shall
cause the election to be held at a special meeting of the shareholders.
Section 2. Special Meetings. Special meetings of the shareholders for
any purpose, unless otherwise provided for by statute, may be called by the
president, the Board or by the president at the request of the holders of not
less than one-tenth of all the shares of the Company entitled to vote at the
meeting.
Section 3. Place of Meeting. The Board may designate any place, either
within or without the State of Colorado, as the place of meeting for any annual
or special meeting. If no designation is made, the place of meeting shall be
the registered office of the Company in the State of Colorado.
Section 4. Notice of Meeting. Written notice, stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered as the laws of the
State of Colorado shall provide.
Section 5. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board may fix in advance a date (the "Record Date") for any
such determination of shareholders, which date shall be not more than 50 days
prior to the date on which the particular action requiring such determination
of shareholders is to be taken. If no Record Date is fixed by the Board, the
Record Date for any such purpose shall be ten days before the date of such
meeting or action. The Record Date determined for the purpose of ascertaining
the number of shareholders entitled to notice of or to vote at a meeting may
not be less than ten days prior to the meeting. When a Record Date has been
determined for the purpose of a meeting, the determination shall apply to any
adjournment thereof.
1
<PAGE> 2
Section 6. Quorum. If less than a quorum of the outstanding
shares as provided for in the Articles are represented at a meeting, a majority
of the shares present may adjourn the meeting without further notice for a
period which shall not exceed 60 days. At such adjourned meeting, at which a
quorum shall be present, any business may be transacted which might have been
transacted at the original meeting. Once a quorum is present at a duly
organized meeting, the shareholders present may continue to transact business
until adjournment, notwithstanding any departures of shareholders during the
meeting which leave less than a quorum.
Section 7. Voting of Shares. Each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders.
Section 8. Proxies. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with the secretary
of the Company before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution, unless otherwise provided in
the proxy. No telegraphic proxies shall be valid. No proxies with printed or
typed signatures shall be valid.
Section 9. Voting of Shares by Certain Holders. Shares standing
in the name of another corporation may be voted by agent or proxy as the Bylaws
of such corporation may prescribe or, in the absence of such provision, as the
board of directors of such corporation may determine.
Neither treasury shares nor shares held by another
corporation, if the majority of the shares entitled to vote for the election of
directors of such other corporation is held by the Company, shall be voted at
any meeting or counted in determining the total number of outstanding shares at
any given time.
Shares held by an administrator, executor, guardian
or conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of the shares into his
name.
Shares standing in the name of a receiver may be
voted by such receiver and shares held by or under the control of a receiver
may be voted by such receiver, without the transfer thereof into his name if
authority so to do is contained in an appropriate order of the court by which
the receiver was appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
Section 10. Action by Consent of all Shareholders. Any action
required to be taken, or which may be taken at a meeting of the shareholders
may be taken without a meeting, if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders entitled to vote
with respect to the subject matter thereof. Such written consent or consents
shall be filed with the minutes of the Company. Such action by written consent
of all entitled to vote shall have the same force and effect as a unanimous
vote of such shareholders.
Section 11. Inspectors. The Board may, in advance of any meeting
of shareholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may appoint
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict
2
<PAGE> 3
impartiality and according to the best of his ability. The inspectors shall
determine the number of shares outstanding and the voting power of each, the
number of shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result and do such acts as are proper to conduct the election or vote with
fairness to all shareholders. On request of the chairman of the meeting or any
shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, request or matter determined by them and shall
execute a certificate of any fact found by them. No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be shareholders.
ARTICLE I(3)
BOARD OF DIRECTORS
Section 1. General Powers. The Board shall have the power to
manage the business and affairs of the Company in such manner as it sees fit. In
addition to the powers and authorities expressly conferred upon it, the Board
may do all lawful acts which are not directed to be done by the shareholders by
statute, by the Articles or by these Bylaws.
Section 2. Number. Tenure and Qualifications. The number of
directors of the Company shall not be less than three; provided, however, that
in the event that the outstanding shares of the Company are held by fewer than
three shareholders, the number of directors of the Company shall not be less
than the number of shareholders of the Company. Each director shall hold
office until the next annual meeting of shareholders and until his successor
has been elected and qualified, or until his death, resignation or removal.
Directors need not be residents of the State of Colorado or shareholders of the
Company.
Section 3. Regular Meetings. A regular meeting of the Board
shall be held, without other notice than this Bylaw, immediately after and at
the same place as the annual meeting of shareholders. The Board may provide, by
resolution, the time and place, either within or without the State of Colorado,
for the holding of additional regular meetings, without other notice than such
resolution.
Section 4. Special Meetings. Special meetings of the Board may be
called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the Board may fix any place,
either within or without the State of Colorado, as the place for holding any
special meeting of the Board called by them.
Section 5. Telephonic Meetings. Members of the Board and
committees thereof may participate and be deemed present at a meeting by means
of conference telephone or similar communications equipment by which all
persons participating in the meeting can hear each other at the same time.
Section 6. Notice. Notice of any special meeting of the Board
shall be given by telephone, telegraph or written notice sent by mail. Notice
shall be delivered at least one day prior to the meeting (five days before the
meeting if the meeting is held outside the State of Colorado) if given by
telephone or telegram. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Written notice shall be delivered personally or by mail to each director at his
business or home address at least five days prior to the meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail so addressed with postage thereon prepaid. Any director may waive notice
of any meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the
3
<PAGE> 4
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board need be specified in the notice or
waiver of notice of such meeting.
Section 7. Quorum. A majority of the total membership of the
Board shall constitute a quorum for the transaction of business at any meeting
of the Board, but if a quorum shall not be present at any meeting or
adjournment thereof, a majority of the directors present may adjourn the
meeting without further notice.
Section 8. Action by Consent of All Directors. Any action
required to be taken, or which may be taken at a meeting of the Board may be
taken without a meeting, if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors entitled to vote with respect to
the subject matter thereof. Such written consent or consents shall be filed
with the minutes of the Company. Such action by written consent of all entitled
to vote shall have the same force and effect as a unanimous vote of such
directors.
Section 9. Manner of Acting. The act of a majority of the
directors present at a meeting at which a quorum is present shall be an act of
the Board.
The order of business at any regular or special meeting of the Board shall be:
1. Record of those present.
2. Secretary's proof of notice of meeting, if
notice is not waived.
3. Reading and disposal of unapproved minutes,
if any.
4. Reports of officers, if any.
5. Unfinished business, if any.
6. New business.
7. Adjournment.
Section 10. Vacancies. Any vacancy occurring in the Board by
reason of an increase in the number specified in these Bylaws, or for any other
reason, may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board may remain at the time such
meeting considering filling such vacancies is held.
Section 11. Compensation. By resolution of the Board, the
directors may be paid their expenses, if any, for attendance at each meeting of
the Board and may be paid a fixed sum for attendance at each meeting of the
Board and a stated salary as director. No such payment shall preclude any
director from serving the Company in any other capacity and receiving
compensation therefor or from receiving compensation for any extraordinary or
unusual services as a director.
Section 12. Presumption of Assent. A director of the Company who
is present at a meeting of the Board at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting, filed in writing with the
person acting as the secretary of the meeting before the adjournment thereof or
forwarded by registered mail to the secretary of the Company immediately after
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 13. Executive or Other Committees. The Board, by
resolution adopted by a majority of the entire Board, may designate among its
members an executive committee and one or more other committees, each of which,
to the extent provided in the resolution, shall have all of the authority of
the Board, but no such committee shall have the authority of the Board in
reference to amending the Articles, adopting a plan of merger or consolidation,
recommending to the
4
<PAGE> 5
shareholders the sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Company otherwise than in
the usual and regular course of its business, recommending to the shareholders
a voluntary dissolution of the Company or a revocation thereof, or amending the
Bylaws. The designation of such committees and the delegation thereto of
authority shall not operate to relieve the Board, or any member thereof, of any
responsibility imposed by law.
Any action required to be taken, or which may be
taken at a meeting of a committee designated in accordance with this Section of
the Bylaws, may be taken without a meeting, if a consent in writing setting
forth the action so taken shall be signed by all those entitled to vote with
respect to the subject matter thereof. Such written consent or consents shall be
filed with the minutes of the Company. Such action by written consent of all
entitled to vote shall have the same force and effect as a unanimous vote of
such persons.
Section 14. Resignation of Officers or Directors. Any director or
officer may resign at any time by submitting a resignation in writing. Such
resignation takes effect from the time of its receipt by the Company unless a
date or time is fixed in the resignation, in which case it will take effect
from that time. Acceptance of the resignation shall not be required to make it
effective.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Company shall be a
president, a secretary and a treasurer, all of whom shall be executive officers
and each of whom shall be elected by the Board. A Chairman of the Board,
Chairman of the Board/Chief Executive Officer and one or more vice presidents
shall be executive officers if the Board so determines by resolution. Such
other officers and assistant officers, as may be deemed necessary, shall be
designated administrative assistant officers and may be appointed and removed
as the president decides. Any two or more offices may be held by the same
person, except the offices of president and secretary.
Section 2. Election and Term of Office. The executive officers
of the Company, to be elected by the Board, shall be elected annually by the
Board at its first meeting held after each annual meeting of the shareholders
or at a convenient time soon thereafter. Each executive officer shall hold
office until his successor shall be duly elected and qualified, until his
death, until he shall resign or until he shall be removed in the manner
provided herein.
Section 3. Removal. Any officer or agent elected or appointed by
the Board may be removed by the Board whenever, in its judgment, the best
interests of the Company would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Section 4. Vacancies. A vacancy in any executive office because
of death, resignation, removal, disqualification or otherwise may be filled by
the Board for the unexpired portion of the term.
Section 5. Chairman of the Board. If a Chairman of the Board
(the "Chairman") shall be elected by the Board, he shall be, subject to the
control of the Board, in general charge of the affairs of the Company and shall
preside at all meetings of the shareholders and of the Board.
Section 6. Chairman of the Board/Principal Executive Officer. A
Chairman of the Board may also be elected as Principal Executive Officer, in
which case he shall perform the duties hereinafter set forth in Article IV,
Section 7 of these Bylaws.
5
<PAGE> 6
Section 7. The President. If no Chairman shall be elected as
Principal Executive Officer by the Board, the president shall be the principal
executive officer of the Company and, subject to the control of the Board,
shall be in general charge of the affairs of the Company. The president may
sign, with the other officer or officers of the Company authorized by the
Board, certificates for shares of the Company, deeds, mortgages, bonds,
contracts or other instruments whose execution the Board has authorized, except
in cases where the signing and execution thereof shall be expressly delegated
by the Board or Bylaws to some other officer or agent of the Company, or shall
be required by law to be otherwise signed or executed. Should a Chairman of the
Board be elected, the president shall perform all duties incident to his office
and such other duties as may be assigned to him by the Chairman or the Board.
Section 8. The Vice President. In the absence of the president
or in the event of his death or inability or refusal to act, the vice president
shall perform the duties of the president, and when so acting shall have all
the powers of and be subject to all the restrictions upon the president. In the
event there is more than one vice president, the vice presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election shall perform the duties of the president
and, when so acting, shall have all the powers of and shall be subject to all
the restrictions upon the president. Any vice president may sign, with the other
officers authorized by the Board, certificates for shares of the Company and
shall perform such other duties as from time to time may be assigned to him by
the president or the Board.
Section 9. The Secretary. Unless the Board otherwise directs,
the secretary shall keep the minutes of the shareholders' and directors'
meetings in one or more books provided for that purpose. The secretary shall
also see that all notices are duly given in accordance with the law and the
provisions of the Bylaws; be custodian of the corporate records and the seal of
the Company; affix the seal or direct its affixation to all documents, the
execution of which on behalf of the Company is duly authorized; keep a list of
the address of each shareholder, sign with the president or a vice president
certificates for shares of the Company, the issuance of which shall have been
authorized by resolution of the Board; have charge of the stock transfer books
of the Company and perform all duties incident to the office of secretary and
such other duties as may be assigned by the president or by the Board.
Section 10. The Treasurer. If required by the Board, the
treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board shall determine. He shall
have charge and custody of and be responsible for all funds and securities of
the Company, receive and give receipts for monies due and payable to the
Company from any source whatsoever, deposit all such monies in the name of the
Company in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of the Bylaws and perform all the
duties as from time to time may be assigned to him by the president or the
Board.
Section 11. Assistant Officers. The Board may elect (or delegate
to the Chairman or to the president the right to appoint) such other officers
and agents as may be necessary or desirable for the business of the Company.
Such other officers shall include one or more assistant secretaries and
treasurers who shall have the power and authority to act in place of the
officer to whom they are elected or appointed as an assistant in the event of
the officer's inability or unavailability to act in his official capacity. The
assistant secretary or secretaries, when authorized by the president, may sign
with the president or a vice president certificates for shares of the Company
which are issued pursuant to a resolution of the Board. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or
by the president.
Section 12. Salaries. The salaries of the executive officers
shall be fixed by the Board and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a
6
<PAGE> 7
director of the Company. The salaries of the administrative assistant officers
shall be fixed by the president
ARTICLE V
CERTIFICATES FOR SECURITIES AND THEIR TRANSFER
Section 1. Certificates for Securities. Certificates
representing securities of the Company (the "Securities") shall be in such form
as shall be determined by the Board. To be effective, such certificates for
Securities (the "Certificates") shall be signed by the president or a vice
president and the secretary or an assistant secretary of the Company. The
signatures of either or both the president or vice president and the secretary
or assistant secretary may be facsimiles if the Certificate is either
countersigned by the transfer agent, or countersigned by the facsimile
signature of the transfer agent and registered by the written signature of an
officer of any company designated by the Board as registrar of transfers so
long as that officer is not an employee of the Company.
A Certificate signed or impressed with the facsimile
signature of an officer, who ceases by death, resignation or otherwise to be an
officer of the Company before the Certificate is delivered by the Company, is
valid though signed by a duly elected, qualified and authorized officer,
provided that such Certificate is countersigned by the signature of the
transfer agent or facsimile signature of the transfer agent of the Company and
registered as aforesaid.
All Certificates shall be consecutively numbered or
otherwise identified. Certificates shall state the jurisdiction in which the
Company is organized, the name of the person to whom the Securities are issued,
the designation of the series, if any, and the par value of each share
represented by the Certificate, or a statement that the shares are without par
value. The name and address of the person to whom the Securities represented
hereby are issued, the number of Securities, and date of issue, shall be
entered on the Security transfer books of the Company. All Certificates
surrendered to the Company for transfer shall be canceled and no new
Certificate shall be issued until the former Certificate for a like number of
shares shall have been surrendered and canceled, except that, in case of a
lost, destroyed or mutilated Certificate, a new one may be issued therefor upon
such terms and indemnity to the Company as the Board may prescribe.
Section 2. Transfer of Securities. Transfers of Securities shall
be made only on the security transfer books of the Company by the holder of
record thereof, by his legal representative who shall furnish proper evidence
of authority to transfer, or by his attorney authorized by a power of attorney
which was duly executed and filed with the secretary of the Company and a
surrender for cancellation of the certificate for such shares. The person in
whose name Securities stand on the books of the Company shall be deemed by the
Company to be the owner thereof for all purposes.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Company shall be determined by resolution of
the Board.
7
<PAGE> 8
ARTICLE VII
DIVIDENDS
The Board may declare, and the Company may pay in cash, stock or other
property, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles.
ARTICLE VIII
SEAL
The Board shall provide a corporate seal, circular in form, having
inscribed thereon the corporate name, the state of incorporation and the word
"seal." The seal on Securities, any corporate obligation to pay money or any
other document may be facsimile, engraved or printed.
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or
director of the Company under the provisions of these Bylaws or under the
provisions of the Articles or under the provisions of the applicable laws of
the State of Colorado, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before, at or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE X
INDEMNIFICATION
The Company shall have the power to indemnify any director, officer,
employee or agent of the Company or any person serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise to the fullest extent
permitted by the Colorado Corporation Code.
ARTICLE XI
AMENDMENTS
These Bylaws may be altered, amended, repealed or replaced by new
Bylaws by the Board at any regular or special meeting of the Board.
ARTICLE XII
UNIFORMITY OF INTERPRETATION AND SEVERABILITY
These Bylaws shall be so interpreted and construed as to conform to
the Articles and the statutes of the State of Colorado or of any other state in
which conformity may become necessary by reason of the qualification of the
Company to do business in such foreign state, and where conflict between these
Bylaws and the Articles or a statute has arisen or shall arise, the Bylaws
shall be considered to be modified to the extent, but only to the extent,
conformity shall require. If any Bylaw provision or its application shall be
deemed invalid by reason of the said nonconformity, the remainder of the Bylaws
shall remain operable in that the provisions set forth in the Bylaws are
severable.
8
<PAGE> 1
EXHIBIT EX-3(V)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CASINO-CASINO CORP.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the Corporation is Casino-Casino Corp.
SECOND: The following amendment to the Articles of Incorporation was
adopted on May 10, 1996, as prescribed by the Colorado Business Corporation
Act, in the manner marked with an X below:
----- No shares have been issued or Directors Elected - Action by
Incorporators
----- No shares have been issued but Directors Elected - Action by
Directors
----- Such amendment was adopted by the board of directors where shares
have been issued.
X
----- Such amendment was adopted by a vote of the shareholders. The number
of shares voted for the amendment was sufficient for approval.
Article V of the Articles of Incorporation shall be amended so that, as
amended, Article V reads in its entirety as follows:
The governing board of this corporation shall be known as the Board of
Directors, and the number of directors may from time to time be increased
or decreased in such manner as shall be provided by the Bylaws of this
corporation, provided that the number of directors shall not be reduced to
less than one.
THIRD: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in
the amendment shall be effected, is as follows; None.
If these amendments are to have a delayed effective date, please list that
date: Not applicable.
(Not to exceed ninety (90) days from the date of filing)
CASINO-CASINO CORP.
By: /s/ Betty M. Williams
----------------------
Betty M. Williams, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAY-08-1996
<CASH> 10,000
<SECURITIES> 0
<RECEIVABLES> 163
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,163
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,163
<CURRENT-LIABILITIES> 1,500
<BONDS> 0
<COMMON> 25,000
0
0
<OTHER-SE> (16,337)
<TOTAL-LIABILITY-AND-EQUITY> 10,163
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,533
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,533)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,533)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
