UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, C.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) JUNE 25, 1997
NEVADA GOLD & CASINOS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-8927 88-0142032
(State of other jurisdiction (Commission ( IRS Employer
of incorporation) File number) Identification No.)
3040 POST OAK BLVD., SUITE 675, HOUSTON, TEXAS 77056
(Address of principal executive offices)
713-621-2245
Registrant's Telephone Number, Including Area Code
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 25, 1997, the Company retained Pannell Kerr Forster of
Texas, P.C. as its independent public accountants to audit the
financial statements of the Company for the fiscal year ended
March 31, 1997. The decision to change independent auditors was
approved by resolution of the Board of Directors. During the two
most recent years and through the date of this filing, the
Company has not consulted with Pannell Kerr Forster of Texas,
P.C. on items which concerned the subject matter of a
disagreement or reportable event with the former auditor.
During the Company's two most recent fiscal years and during the
period through the date of this filing, there were no
disagreements with the former auditor, Arthur Andersen LLP, on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which if
not resolved to the satisfaction of Arthur Andersen LLP would
have caused it to make reference to the subject matter of the
disagreement in connection with its report. No "Reportable
Events" (as such term is defined in item 304 (a)(1)(v) of
Regulation S-K) occurred during the Company's two most recently
completed fiscal years and the subsequent interim period. Arthur
Andersen LLP declined to stand for reelection. Arthur Andersen
LLP's reports on the Company's financial statements for each of
the past two years did not contain an adverse opinion or
disclaimer of opinion, not were they qualified or modified as to
audit scope or accounting principles; however, the reports were
qualified due to uncertainties resulting from going concern
issues.
ITEM 5. OTHER EVENTS
Through wholly owned subsidiaries of each company,
Nevada Gold & Casinos, Inc. and Casino America, Inc. have
entered into a joint venture to develop a new Isle of Capri
casino planned to be the largest in Colorado at Black Hawk, 25
miles west of Denver.
In March 1996, Nevada Gold & Casinos, Inc. and Caesar's World
Gaming Corporation, a subsidiary of ITT Corporation, announced
joint development plans for the project. Although all the
necessary land was assembled, designs completed, operating
agreements signed and regulatory approvals obtained, no further
action was taken. Now, to join the Black Hawk venture, Casino
America has contracted to purchase Caesar's interest in the
project.
The new joint venture's plans call for a facility with
approximately 1,000 slot machines, 25 blackjack and poker games,
restaurants, a parking garage and other casino and gaming-related
activities. Construction is expected to take approximately 18
months.
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Nevada Gold & Casinos, Inc. will retain approximately 48%
interest in the joint venture: Casino America will own about 52%
of the joint venture and will manage the new Isle of Capri Casino
under a long-term management agreement. The development of the
project is subject to a number of conditions, including due
diligence matters, determination of economic feasibility, receipt
of all required regulatory permits, including approvals from the
Colorado Gaming Division and the City of Black Hawk, as well as
financing for the project, which is planned to be through the
issuance of non-recourse project debt.
Black Hawk is one of three historic mining towns in Colorado
where limited stakes gaming has been legalized. It is the leader
among the state's mining towns, producing more than 55% of
Colorado's over $400 million in annual gaming revenues.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
16 -- Letter from Arthur Andersen LLP to H. Thomas Winn.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEVADA GOLD & CASINOS, INC.
BY: /S/ ELIZABETH A. WOODS
ELIZABETH A. WOODS
TREASURER & CHIEF
FINANCIAL OFFICER
[ARTHUR ANDERSEN LETTERHEAD]
Arthur Andersen LLP
711 Louisiana Street
Suite 1300
Houston, Texas 77002-2786
713 237 2323
June 25, 1997
Mr. Tom Winn
President
Nevada Gold & Casinos, Inc.
3040 Post Oak Boulevard
Suite 675
Houston, Texas 77056
Dear Mr. Winn:
This is to confirm that the client-auditor relationship between Nevada Gold &
Casinos, Inc.(Commission File Number 0-8927) and Arthur Andersen LLP has
ceased.
Very truly yours,
/s/ARTHUR ANDERSEN LLP
Copy to: Mr. Michael A. Sutton, Chief Accountant
Securities and Exchange Commission
