As filed with the Securities and Exchange Commission on July 27,
1998
Registration No.
__________________
==============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
ROYAL CASINO GROUP INC.
(Exact name of registrant as specified in its charter)
Utah
95-4091368
(State or other jurisdiction of (IRS Employer
Identification No)
Incorporation or organization)
152 Sherman St.
Deadwood, SD 57732
(Address of principal executive offices) (Zip
Code)
_______________________
Consulting/Compensation Plan
(Full title of plan)
_______________________
Jon F. Elliott
Royal Casino Group Inc.
152 Sherman St.
Deadwood SD 57732
(Name and address of agent for service)
______________________________
(605) 578-1299
(Telephone number, including area code, of agent of service)
______________________________
Copy to:
Leonard R. Milstein, Esq.
684 Higuera Street, Suite C
San Luis Obispo, CA 93401-3511
(805)541-5100
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities To Amount To Offering Price Aggregate
Amount of
Be Registered Be Registered(1) Per share(3) Offering
Price(3) Registration fee
Common Stock
($0.001 par value
per share) 750,000(2) $0.30 $225,000
$ 100.00
(1) Pursuant to Rule 416, the number of shares registered shall
be adjusted to include any additional shares of Common Stock
that may become issuable as a result of stock splits, stock
dividends, or similar transactions in accordance with
anti-dilution provisions of stock options, and anti-dilutions
adjustments to the amount of shares of Common Stock issuable
pursuant to stock options exercised thereafter.
(2) Represents 750,000 to be issued pursuant to the informal
consulting/ compensation plan of Registrant and includes
re-offers of such shares.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 (c) and (h), based upon
the average of the bid and asked price of Common Stock on July
14, 1998.
==============================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan information.
Omitted as Permitted.
Item 2. Registrant information and Employee Plan Annual
Information.
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and
Exchange Commission (the Commission) by ROYAL CASINO GROUP INC.
(the Company) are incorporated herein by reference:
(a) The Companys Annual Report on Form 10-K for the
fiscal year
ended July 31, 1997 filed pursuant to Section
13(a) or 15(d)
of the Securities Exchange Act of 1934, as
amended (Exchange
Act).
(b) All other reports filed by the Company pursuant
to Section
13(a) or 15(d) of the Exchange Act since the end
of the
Companys fiscal year ended July 31, 1997.
All reports or other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part
hereof from the respective dates of filing of such reports or
documents.
Although the Companys financial statements for the nine months
ended April
30, 1997 have not been audited by Singer Lewak Greenbaum &
Goldstein LLP, they have informed the Company that if the
current cash flow and liquidity problems continue to exist at
the time of their audit of the financial statements for the year
ended July 31, 1998, their report on those statements will
include an explanatory fourth paragraph because of substantial
doubt about the Companys ability to continue as a going concern.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Companys Bylaws provide for indemnification (to the
full extent permitted by law) of directors, officers, and other
agents of the Company against expenses, judgments, fines and
amounts paid in settlements actually and reasonably incurred in
connection with any proceeding arising by reason of the fact
that such person is or was an officer, director, or agent of the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
1. Opinion and consent of Leonard R. Milstein, Esq.
2. Consent of Leonard R. Milstein, Esq.
(included in Exhibit 1)
3. Consent of SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
4. Power of Attorney (Page 6 of this Registration
Statement)
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being
made, a post effective amendment to this
registration
statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the
Securities
Act);
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this
registration
statement (or the most recent post-effective
amendment
thereof) which, individually or in the
aggregate, represent
a fundamental change in the information set
forth in the
registration statement; and
(iii) to include any material information with respect to
the plan of distribution not previously
disclosed in the
registration statement or any material change
to such
information in the registration statement;
provided however,
that paragraphs (a)(1)(i) and (a) (1) (ii)
shall not apply
to information required to be included in a
post-effective
amendment by those paragraphs which are
contained in
periodic reports filed by the registrant
pursuant to Section
13 or Section 15(d) of the Exchange Act that
are incorporat-
ed by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the
Securities Act, each such port-effective amendment
shall be deemed
to be a new registration statement relating to the
securities
offered therein and the offering of such securities
at that time
shall be deemed to be the initial bona-fide offering
thereof.
(3) To remove from registration by means of a
post-effective
amendment any of the securities being registered
which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the
purposes
of determining any liability under the Securities Act, each
filing of
the registrants annual report pursuant to Section 13(a) or
Section15(d) of the Exchange Act that is incorporated by
reference in this registra-tion statement shall be deemed to be
a new registration statement relating to the Securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona-fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
of Item 6 of this registration statement, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Deadwood, State of South Dakota, on July 14, 1998.
ROYAL CASINO GROUP INC.
By: /s/ Jon F. Elliott
Jon F. Elliott, Chairman,
President/Chief
Executive Officer & Chief
Financial Officer
POWER OF ATTORNEY
Each person in so signing also makes, constitutes and
appoints Jon F. Elliott and Leonard R. Milstein and either of
them, with full power of substitution and resubstitution, his
true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective
amendments) to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection
therein, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title
Date
/s/ Jon F. Elliott Chairman (President/Chief
July 14, 1998
Jon F. Elliott Executive Officer/Chief Financial
Officer) and Director
INDEX TO EXHIBITS
EXHIBIT
PAGE
1 Opinion and Consent of Leonard R. Milstein, Esq.
8
2 Consent of Leonard R. Milstein, Esq.
8
(Included in Exhibit 1)
3 Consent of SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
9
4 Power of Attorney (page 6 of this Registration
6
Statement)
LEONARD R. MILSTEIN
Attorney at Law
684 Higuera Street, Suite C
San Luis Obispo, CA 93401-3511
(805) 541-5100
(805) 541-5149 FAX
July 17, 1998
Royal Casino Group Inc.
152 Sherman Street
Deadwood, South Dakota 57732
RE: Registration Statement
on Form S-8
Gentlemen:
At your request, we have examined the Registration
Statement on Form S-8, together with exhibits thereto, to be
filed by you relating to the registration of 750,000 shares of
common stock, $0.001 par value per share (the Common Stock),
issuable in connection with Royal Casino Group Inc., a Utah
Corporation (the Company) Consulting/Compensation plan (Plan).
We are familiar with the proceedings taken, and to be taken, by
the Company in connection with the issuance of shares of Common
Stock under the Plan and authorization of such issuance
thereunder, and have examined such documents and such questions
of law and fact as we deem necessary in order to express the
opinion hereinafter stated.
Based on the foregoing, it is our opinion that the shares
of Common Stock of the Company to be issued pursuant to the Plan
have been duly authorized, and that such Common Stock, when
issued in accordance with the terms of the Plan, will be legally
and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the above referenced Registration Statement .
Very truly yours,
/s/ Leonard R. Milstein
LEONARD R. MILSTEIN
Exhibit 3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have issued our report dated November 1, 1997
accompanying the consolidated financial statements included in
the Annual Report of Royal Casino Group Inc. on Form 10-K for
the year ended July 31, 1997. We hereby consent to the
incorporation by reference of said report in this Registration
Statement of Royal Casino Group, Inc. on Form S-8 effective July
23, 1998.
SINGER LEWAK GREENBAUM &
GOLDSTEIN LLP
Los Angeles, CA
July 22, 1998
