SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to section 13 or 15 (d) of the securities exchange act
of 1934
For the quarter ended SEPTEMBER 30, 1996
Commission file number 0-8927
NEVADA GOLD & CASINOS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0142032
(state or other Jurisdiction (IRS Employer
of incorporation) Identification Number)
3040 POST OAK BLVD. SUITE 675, HOUSTON, TEXAS 77056
(Address of principal executive offices) (Zip Code)
(713) 621-2245
Registrant's telephone number:
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ ]
As of September 30, 1996 there were 8,268,263 shares of common stock
outstanding.
<PAGE>
NEVADA GOLD & CASINOS, INC.
INDEX
PART I
ITEM 1. FINANCIAL STATEMENTS PAGE NO.
Balance Sheets as of September 30, and March 31, 1996 3
Statements of Operations for the 3 months ended
September 30, 1996 and 1995 4
Statements of Operations for the six months ended
September 30, 1996 and 1995 5
Statements of Cash Flows for the six months ended
September 30, 1996 and 1995 6
Notes to interim Financial Statements 7
ITEM 2.
Management's Discussion and Analysis
of Financial Condition and Results of Operations 11
PART II
OTHER INFORMATION
Item 1 through 6 13
2
<PAGE>
NEVADA GOLD & CASINOS, INC.
BALANCE SHEETS
SEPTEMBER 30, 1996 MARCH 31, 1996
------------------ --------------
(UNAUDITED) (AUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents .................. $ 10,619 $ 76,371
Short term investments ..................... 14,604 109,789
Receivable from broker ..................... 0 125,000
----------- -----------
TOTAL CURRENT ASSETS ....................... 25,223 311,160
Property and assets held for development ... 3,618,160 3,602,084
Mining properties & claims ................. 1,005,812 1,005,812
Furniture, fixtures, and equipment, net .... 125,959 138,635
----------- -----------
TOTAL ASSETS ............................... $ 4,775,154 $ 5,057,691
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable & accrued liabilities ..... $ 508,214 $ 538,002
Short term notes payable ................... 1,661,680 1,606,481
Current portion of long term debt .......... 106,313 106,313
----------- -----------
TOTAL CURRENT LIABILITIES .................. 2,276,207 2,250,796
----------- -----------
LONG TERM DEBT
Mortgage payables, net of current portion .. 179,458 202,661
Notes payable, net of current portion ...... 53,958 193,137
----------- -----------
TOTAL LONG TERM DEBT ....................... 233,416 395,798
----------- -----------
TOTAL LIABILITIES .......................... 2,509,623 2,646,594
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.12 par value, 10,000,000
shares authorized, 8,268,263 and
8,097,372 shares outstanding at
September 30, and March 31, 1996,
respectively ............................ 992,195 971,685
Additional paid - in capital ............... 5,446,286 4,881,808
Accumulated deficit prior to
development stage (12/27/93) ............ (2,296,077) (2,296,077)
Accumulated deficit during
development stage ....................... (1,876,873) (1,146,319)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY ................. 2,265,531 2,411,097
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY .............................. $ 4,775,154 $ 5,057,691
=========== ===========
The accompanying notes are an integral part of these financial statements
3
<PAGE>
NEVADA GOLD & CASINOS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30,
1996 1995
REVENUES
Royalty income ............................. $ 0 $ 15,000
Other income ............................... 8,505 1,163
----------- -----------
TOTAL REVENUES ............................. 8,505 16,163
----------- -----------
EXPENSES
General & administrative ................... 191,454 103,837
Interest expense ........................... 82,075 14,274
Salaries ................................... 30,586 15,896
Legal & professional fees .................. 144,567 71,233
Other ...................................... 26,342 12,827
----------- -----------
TOTAL EXPENSES ............................. 475,024 218,067
----------- -----------
NET LOSS ................................... $ (466,519) $ (201,904)
=========== ===========
PER SHARE INFORMATION
Weighted average number of common
shares outstanding ..................... 8,268,267 7,998,661
=========== ===========
Net loss per common share .................. $ (0.06) $ (0.03)
=========== ===========
The accompanying notes are an integral part of these financial statements
4
<PAGE>
NEVADA GOLD & CASINOS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative Amounts
Six Months Ended During Development
SEPTEMBER 30, STAGE
1996 1995 (SINCE 12/27/93)
----------- ----------- ---------------
REVENUES
Royalty income ............... $ 5,000 $ 30,000 $ 179,000
Other income ................. 24,600 3,368 456,765
----------- ----------- -----------
TOTAL REVENUES ............... 29,600 33,368 635,765
----------- ----------- -----------
EXPENSES
General & administrative ..... 302,900 214,539 1,022,680
Interest expense ............. 115,823 38,007 262,317
Salaries ..................... 42,901 29,300 146,329
Legal & professional fees .... 252,124 94,310 869,037
Other ........................ 46,406 24,890 212,275
----------- ----------- -----------
TOTAL EXPENSES ............... 760,154 401,046 2,512,638
----------- ----------- -----------
NET LOSS ..................... $ (730,554) $ (367,678) $(1,876,873)
=========== =========== ===========
PER SHARE INFORMATION
Weighted average number of
common shares outstanding .. 8,264,528 7,998,661 6,281,065
=========== =========== ===========
Net loss per common share .... $ (0.09) $ (0.05) $ (0.30)
=========== =========== ===========
The accompanying notes are an integral part of these financial statements
5
<PAGE>
NEVADA GOLD & CASINOS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Cumulative Amounts
SEPTEMBER 30, During Development
1996 1995 STAGE (SINCE 12/27/93)
--------- --------- ----------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) .......................... $(730,554) $(367,678) $(1,876,873)
Adjustments to reconcile net loss to
net cash provided (used) by operating
activities:
Depreciation ........................... 14,371 2,354 34,229
Changes in operating assets and liabilities:
Receivable ............................. 125,000 0 339,144
Accounts payable & accrued liabilities . 20,450 87,514 556,582
--------- --------- -----------
NET CASH USED IN OPERATING ACTIVITIES: ..... (570,733) (277,810) (946,918)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and assets held for development (16,075) (96,424) (1,235,326)
Purchase of furniture, fixtures, &
equipment .................................. (1,694) (11,886) (30,732)
Changes in short term investments ...... 1,185 0 1,185
Advances to related parties ............ 0 (215,418) 0
--------- --------- -----------
NET CASH USED BY INVESTING ACTIVITIES: ..... (16,584) (323,728) (1,264,873)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt ..................... 0 315,034 554,333
Proceeds due from escrow ............... 0 225,000 0
Common stock issued for cash, net of
offering costs ..................... 3,750 21,697 994,063
Payments on debt ....................... (162,383) (39,168) (388,049)
Increase in short term debt ............ 680,198 0 759,276
Salaries contributed by officers ....... 0 0 1,000
Prepaid stock subscription ............. 0 0 295,500
--------- --------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES: . 521,565 522,563 2,216,123
--------- --------- -----------
Net Increase (decrease) in cash ............ (65,752) (78,975) 4,332
Beginning cash balance ..................... 76,371 89,180 6,287
--------- --------- -----------
Ending cash balance ........................ $ 10,619 $ 10,205 $ 10,619
========= ========= ===========
SUPPLEMENTAL INFORMATION:
CASH PAID FOR INTEREST ................. $ 133,225 $ 3,482 $ 236,584
CASH PAID FOR TAXES .................... 0 0 0
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE>
NEVADA GOLD & CASINOS, INC.
SEPTEMBER 30, 1996
NOTES TO INTERIM FINANCIAL STATEMENTS
ITEM 1.
GENERAL BUSINESS
Nevada Gold & Casinos, Inc. ("the Company") was originally formed in 1977
under the name Pacific Gold & Uranium Corporation for the principal purpose of
operating and managing mining activities primarily in the western United States.
During 1993, in connection with the acquisition of a controlling interest in the
Company by Affiliates of the Company's current management, the Company's primary
focus was redirected toward the development of gaming and real estate properties
in Colorado. The Company's current business activities are described below:
GAMING DEVELOPMENT
The principal focus of management during 1996 was the negotiation of and
signing of the agreement concerning the Black Hawk hotel/casino project.
Additionally, management spent a substantial portion of its time raising capital
necessary to fund the ongoing operations of the Company as well as to provide
for capital to increase the Company's participation in the project. As a result
of management's negotiations, an operating agreement was signed, March 7, 1996,
with a wholly owned subsidiary of Caesars World Inc. ("Caesars") creating
Caesars Black Hawk, LLC. ("Caesars Black Hawk"), (a Colorado limited liability
Company). Caesars Black Hawk has not yet been fully capitalized by the Company
and Caesars. The Company would hold its interest in Caesars Black Hawk through a
wholly owned subsidiary. Under the terms of the operating agreement, the Company
would make an initial capital contribution of land, valued under the agreement
at $4.9 million. The land to be transferred includes lots 5,6,7 and 8 of Block
51 and adjoining land comprised of over three acres located in Black Hawk,
Colorado. Options to acquire the land referred to as the iWeaver Parceli and the
iWoodall Parceli were contributed by the Company and exercised in 1995. The land
will be transferred to Caesars subject to any encumbrances and Caesars will
satisfy such encumbrances up to $250,000, above which amount the capital account
of the Company will be adjusted downward. On October 3, 1996, in a meeting at
Caesar's headquarters in Las Vegas, Nevada, the Company through its financial
advisor, entered into discussions with Caesars to revise the operating
agreement. The Company will attempt to enter into a land swap agreement with the
city of Black Hawk in order to obtain rights and title to a fifteen foot strip
of bordering gaming property which would increase the square footage available
for gaming, provide additional land to the joint venture, contribute $10 million
in cash and arrange for the $70 million in necessary mortgage financing on the
property. The Company is in involved in a land swap with the city of Black Hawk
for the realignment of Miners Mesa Road, and is actively pursuing the private
placement of a package of preferred stock, at the subsidiary level, in order to
raise the required $10 million in additional equity. The Company has been
assured by a major U.S. underwriter that if the equity is in place and Caesars
management supports the project, they believe that the $70 million mortgage will
be available. However, there can be no assurance that the Company's efforts to
secure the additional $10
7
<PAGE>
NEVADA GOLD & CASINOS, INC.
SEPTEMBER 30, 1996
NOTES TO INTERIM FINANCIAL STATEMENTS
million in equity will be successful and the exact terms of any such equity
and/or the mortgage debt are not known. Under the terms of the current and
proposed agreement, Caesars would prepare a development plan and be paid a fee
of 2% of the construction budget estimated at about $1.5 million. The management
of the hotel/casino project will be conducted pursuant to a Management Agreement
with Caesars. Under the terms of the Management Agreement, Caesars will manage
the project over a thirty year term, with the right to renew for two consecutive
ten year terms. Caesars will be paid a base management fee equal to 5 percent of
gross revenues generated by the project and an incentive management fee equal to
10 percent of the operating profit of the project before interest, income taxes,
depreciation and amortization but excluding one-half of the base management fee,
all as determined in accordance with generally accepted accounting principles.
REAL ESTATE DEVELOPMENT
On May 19, 1995, the Company transferred real estate to Gold Mountain
Development, LLC, an entity in which the Company had a forty percent interest.
Real estate, having a cost basis of $867,283, mortgages payable and certain
other assets were transferred to Gold Mountain Development, LLC. The Company
received a note receivable from Gold Mountain in the amount of $919,248 which
bears interest at the rate of fourteen percent per annum and matures on March
31, 1997. The Company was required to assume debt totaling $115,384. On
September 1, 1995, the Company acquired the remaining 60% interest in Gold
Mountain Development, LLC, making it a wholly owned subsidiary. The former
members received a portion of the land owned subject to the underlying mortgages
and a note in the amount of $150,000, which had a balance of $24,693 as of
September 30, 1996. Intercompany balances have been eliminated in preparing the
Company's financial statements as of September 30, 1996.
On July 9, 1996, President Clinton signed legislation authorizing a
public-private land exchange that will make possible the creation of a major new
residential and recreational development near the Black Hawk gaming area west of
Denver, while also preserving 8,700 acres of pristine wilderness area throughout
Colorado. Public law 104-158 authorizes the Bureau of Land Management to swap
133 separate tracts of federal land comprised of over 300 acres, which will
complete the final assemblage of land for a 500 acre master planned community
overlooking Black Hawk and Central City. This project is designed to provide
housing, commercial infrastructure, retail and resort facilities for the more
than 5,000 new residents to the fast growing gaming area.
MINING INTERESTS
The Company had joint-venture agreements with such mining companies as
Hanna Mining, Noranda Exploration Inc., Southern Pacific Land Co., Santa Fe
Minerals, AMAX Exploration Inc., Dexter Gold Mines Inc., and Cameco U.S., Inc.,
("Cameco"). The Cameco U.S., Inc., agreement was terminated effective March 31,
1996. Effective November 1, 1996, the Company entered into a mining lease with
Sagebrush Exploration, Inc., ("Sagebrush") to explore, develop, and mine the
property.
8
<PAGE>
NEVADA GOLD & CASINOS, INC.
SEPTEMBER 30, 1996
NOTES TO INTERIM FINANCIAL STATEMENTS
As of March 31, 1995, the Company entered into an agreement to purchase
100% of the outstanding common stock of Sunrise Land and Minerals, Inc.,
("Sunrise"). The seller financed the entire purchase price of the acquisition
through a non-recourse note. Effective August 23, 1996, the Company retired the
short term non-recourse note associated with the Sunrise purchase, through the
issuance of restricted shares of the Company's common stock.
REVERSE SPLIT
On August 23, 1996, the Board of Directors ("Board") of Nevada Gold &
Casinos, Inc., approved and declared a three for one reverse stock split ("Stock
Split") of the Company's authorized and issued and outstanding shares of common
stock, par value $.04 per share ("Common Stock"). Holders of the Common Stock
were not entitled to cumulative voting. The record date to determine the number
of shares affected by the Stock Split was set at September 23, 1996 (the iRecord
Date").
The Stock Split was effective as of the Record Date with respect to all
the Company's authorized and issued and outstanding shares of Common Stock held
of record as of the Record Date. The Stock Split was accompanied by an increase
in the par value of the Common Stock from $.04 per share to $.12 per share.
Existing outstanding shares of Common Stock as of the Record Date was reverse
split on a three to one basis. Shareholders holding less than one share of
Common Stock after the Stock Split will receive from the Company, in lieu of a
fraction of a share, payment for the fraction at $6.00 per share. All other
shareholders, (shareholders holding more than one share) owning any fraction of
a share after the Stock Split, were issued, at no cost to the shareholder, such
additional fraction of a share as is necessary to increase the fractional share
to a full share. Payment to each holder of less than one share will be made upon
receipt by the Company of such holder's stock certificate(s) issued prior to the
Record Date. Any fractional shares to be issued to holders of greater than one
share will be issued to each such holder upon receipt by the Company's transfer
agent, Nevada Agency & Trust Company, of such holder's stock certificates issued
prior to the Record Date. Upon completion of the reverse split, the total number
of authorized shares of Common Stock was reduced from 30,000,000 to 10,000,000
and the total number of issued and outstanding shares of Common Stock were
reduced from 24,835,213 shares to up to 8,281,405 shares, depending upon the
number of fractional shares issued to complete the Stock Split. All shares,
including any shares reserved for issuance pursuant to any options or warrants
granted by the Company, will be automatically adjusted to reflect the Stock
Split.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
9
<PAGE>
NEVADA GOLD & CASINOS, INC.
SEPTEMBER 30, 1996
NOTES TO INTERIM FINANCIAL STATEMENTS
considered necessary for fair presentation have been included. Certain prior
year balances have been reclassified to conform to current year presentation.
These financial statements are consolidated for all wholly owned
subsidiaries. All significant transactions and balances have been eliminated in
the financial statements.
CHANGES IN DEBT
In 1996, the Company offered $8.5 Million in Convertible Secured Notes. As
of August 23, 1996, the Company withdrew this debt offering. Funds in the escrow
account were returned in compliance with the terms of the offering.
On July 5, 1996, the Company issued $2,030,000 in discounted commercial
paper with a 31 day term, for which it received proceeds of $2,000,000. The
commercial paper was paid in full at maturity.
During the six months ended September 30, 1996, the Company increased its
short term debt by $680,198 to cover its operating deficit and to reduce its
long term debt. Advances in the amount of $100,778 were received from
Affiliates.
10
<PAGE>
NEVADA GOLD & CASINOS, INC.
SEPTEMBER 30, 1996
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 1995
Revenues decreased $7,658 for the three months ended September 30, 1996 compared
to the same period in the prior year. The prior year included $15,000 royalty
income received under the terms of a rental agreement with Cameco. Due to the
termination of this agreement, no royalty income was received in the current
year. The current quarter included a $7,342 increase in other income, primarily
interest income earned on the proceeds of the $2,000,000 commercial paper.
General and administrative expenses increased $87,618, including increases of
$24,000 for commission expense related to the acquisition of financing, and
$36,635 for annual maintenance fees in association with the Company's Goldfield
properties, which were paid by Cameco in prior years.
Interest expense increased $67,801 for the three months ended September 30, 1996
as compared to the same period last year. The current quarter included $30,000
interest on the $2,000,000 commercial paper and an increase of $37,661 in
interest expense for short term notes .
Salaries increased $14,690 for the three months ended September 30, 1996 as
compared to the same period last year, primarily for the Caesars Black Hawk
Project.
Legal and professional fees increased $73,334, generally attributable to costs
associated with the acquisition of capital, legal fees related to the Caesars
Black Hawk project, and audit and accounting fees associated with the Company's
annual audit.
Other expenses increased $13,513, including an increase of $12,746 in printing
expenses, primarily for SEC filings.
SIX MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH SIX MONTHS ENDED SEPTEMBER 30,
1995
Revenues decreased $3,768 for the six months ended September 30, 1996 compared
to the same period in the prior year. The prior year included $30,000 royalty
income related to a rental agreement with Cameco. Due to the termination of this
agreement, only $5,000 was recorded in the current year. The current quarter
included a $21,676 increase in other income, particularly interest income earned
on the proceeds of the $2,000,000 commercial paper and other interest on short
term notes receivable.
11
<PAGE>
NEVADA GOLD & CASINOS, INC.
SEPTEMBER 30, 1996
General and administrative expenses increased $88,361, including $36,635 for
annual maintenance fees in association with the Company's Goldfield properties,
which were paid by Cameco in prior years, and increases of $13,941 for contract
labor, $10,951 for depreciation , and $9,051 for telephone expense.
Interest expense increased $77,816, for the six months ended September 30, 1996
as compared to the same period last year. The current year included $30,000
interest on the $2,000,000 commercial paper and an increase of $47,172 in other
interest expense, primarily for other short term notes payable.
Salaries increased $13,601 for the six months ended September 30, 1996 as
compared to the same period last year, primarily for the Caesars Black Hawk
project.
Legal and professional fees increased $157,814, generally attributable to the
indirect and general costs associated with the acquisition of capital during the
year, legal fees related to the Caesars Black Hawk project and the $8.5 million
debt offering, and audit and accounting fees associated with the Company's
annual audit.
Other expenses increased $21,516, including an increase of $17,520 in printing
expenses, primarily for SEC filings.
.
LIQUIDITY AND CAPITAL RESOURCES
For the period ended September 30, 1996, revenues of the Company did not
cover it's operating deficit. Additionally, there have been no revenues from the
Company's gaming interests to date, since the activities are currently in the
pre-development stage. Management does not anticipate significant increases in
revenues from any of its operations over the next year. Through Affiliates and
third parties, the Company increased its short term debt by $680,198 to cover
its operating deficit and to reduce its long term debt. Some funds were obtained
through private sales of restricted Company stock to iaccreditedi investors, as
that term is defined under Securities and Exchange Commission Regulation D.
The Company will continue to require substantial capital to fund the
continued acquisition and development of the real estate properties and to cover
the anticipated operating deficits and debt maturities during the next several
years. As of August 23, 1996, the Company withdrew the $8.5 million debt
offering. Funds in the escrow account were returned in compliance with the terms
of the offering. The Company is currently pursuing a $10.5 million institutional
equity offering to increase its ownership interest to approximately 60% in the
Caesars Black Hawk project. The Company has obtained a letter of undertaking
from Salomon Brothers Inc., offering assistance in the mortgage financing for
the Caesars Black Hawk project. No assurance can be given; however, that such
capital will be obtained from any of the parties with whom the Company is
negotiating. The short term viability of the Company is dependent upon its
ability to raise sufficient capital to meet its cash requirements.
12
<PAGE>
NEVADA GOLD & CASINOS, INC.
SEPTEMBER 30, 1996
SUBSEQUENT EVENTS
The Company has a $350,000 master secured note which is collateralized by
the Company's 4 gaming lots located in Black Hawk, Colorado. The note calls for
an interest rate of 12% per annum, with both principle and interest due at
maturity, October 3, 1996. The Company has relied on an oral extension of the
maturity date, during the interim and has a commitment for alternative financing
and intends to pay this note in full. However, there can be no assurance that
such capital will be obtained from any of the parties with whom the Company is
negotiating.
Effective November 1, 1996, the Company entered into a mining lease with
Sagebrush Exploration, Inc., ("Sagebrush") to explore, develop, and mine the
Goldfield property. The Company received an cash payment of $32,100, and
Sagebrush will pay an advance minimum royalty payment of $5,000 per month. The
Company is also to receive a production royalty of five percent (5%) of inet
smelter returnsi for all products mined or removed from the property. Sagebrush
may elect at any time during the course of the agreement to purchase up to one
percent (1%) of the royalty for the sum of $2.5 million. The Company will
receive from Sagebrush, upon approval of the Vancouver Stock Exchange, 50,000
shares of the capital stock from its parent company, Coromandel Resources, Ltd.,
("Coromandel"). The Company will receive an additional 50,000 shares of capital
stock of Coromandel one year from the effective date of this lease. This
agreement is for an initial term of 10 years. The lease can be extended at
Sagebrush's option for nine additional terms of 10 years each, so long as
Sagebrush is conducting exploration, development, or mining of the property. For
a period of 66 months from the effective date of this agreement, the Company has
the option to acquire a 49% working interest in the property. Sagebrush agrees
to incur expenditures and development of the property of not less than $5
million in the aggregate, over the first five years of this agreement. Sagebrush
will also be responsible for keeping the property current on any and all taxes
and maintenance fees.
13
<PAGE>
NEVADA GOLD & CASINOS, INC.
SEPTEMBER 30, 1996
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS None
ITEM 2. CHANGES IN SECURITIES None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS. Not Applicable
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
INDEX TO EXHIBITS
*3.1 - Articles of Incorporation
*3.1a - Amendment to Articles of Incorporation
*3.2 - By-Laws
*4.1 - Deed of Trust
*4.2 - Master Secured Note
*4.3 - Note Participation Agreement
*10.1 - Operating Agreement Caesars Black Hawk, LLC.
27 - Financial Data Schedule
* Exhibits are incorporated by reference.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has fully caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEVADA GOLD & CASINOS, INC.
(Registrant)
By:/s/ DAVID K. MCCALEB
David K. McCaleb
Treasurer
DATE: November 14, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 10,619
<SECURITIES> 0
<RECEIVABLES> 14,604
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,223
<PP&E> 4,749,931
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,775,154
<CURRENT-LIABILITIES> 2,276,207
<BONDS> 233,416
0
0
<COMMON> 992,195
<OTHER-SE> 1,273,336
<TOTAL-LIABILITY-AND-EQUITY> 4,775,154
<SALES> 0
<TOTAL-REVENUES> 8,505
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 392,949
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 82,075
<INCOME-PRETAX> (466,519)
<INCOME-TAX> 0
<INCOME-CONTINUING> (466,519)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (466,519)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
