UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K AMENDED
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 Securites.and Exchange
Commission
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 LLP LETTERHEAD]
July 1, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, NW
Washington D.C. 20549
Dear Sirs/Madam:
We have read and agree with the comments in Item 4 of Form 8-K of Nevada Gold &
Casinos, Inc. (Commission File No. 0-8927) dated June 25, 1997.
Very truly yours,
Arthur Andersen LLP
