REYNOLDS DEBBIE HOTEL & CASINO INC, S-8, 1995-12-21

REYNOLDS DEBBIE HOTEL & CASINO INC
S-8, 1995-12-21
RACING, INCLUDING TRACK OPERATION

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1995
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________
DEBBIE REYNOLDS HOTEL & CASINO, INC.
(Exact name of registrant as specified in its charter)
_____________________

Nevada 88-0335924
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
_____________________
Debbie Reynolds, President
305 Convention Center Drive
Las Vegas, Nevada 89109
(702) 734-0711

(Address of Registrant's principal executive offices, including zip code)

_____________________

MANAGEMENT CONSULTING PLAN WITH PETER D. BISTRIAN CONSULTING, INC.
MANAGEMENT CONSULTING PLAN WITH ROBERT C. BREHM CONSULTING, INC.
(Full title of the Plan)

305 Convention Center Drive
Las Vegas, Nevada 89109
(702) 734-0711
(Name, address and telephone number of agent for service)
_____________________

COPIES TO:
M. Richard Cutler, Esq.
Horwitz, Cutler & Beam
Two Venture Plaza, Suite 380
Irvine, CA 92718

_____________________
Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
_____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share Price
- ------------------------------------------------------------------------------------------
Common Stock,
$0.0001 Par Value(1) 750,000(2) $0.7500(2) $562,500 $193.95
- ------------------------------------------------------------------------------------------
</TABLE>
__________

(1) Includes shares of common stock issuable upon exercise of options to
purchase a total of 750,000 shares of common stock, issuable for
counseling and advisory services to Peter D. Bistrian Consulting, Inc (an
option to purchase 486,000 shares) and to Robert C. Brehm Consulting, Inc
(an option to purchase 264,000 shares), respectively, and exercisable at
$0.75 per share.

(2) The registration fee is based upon the exercise price of the options at
$0.75 per share calculated pursuant to Rule 457.

<PAGE>

DEBBIE REYNOLDS HOTEL & CASINO, INC.

CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus

2. Inside Front and Outside Back Inside Cover Page of Pro-
Cover Pages of Prospectus spectus and Outside Cover
Page of Prospectus

3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed
Charges

4. Use of Proceeds Not Applicable

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Sales by Selling Security Holder

8. Plan of Distribution Cover Page of Prospectus and Sales
by Selling Security Holder

9. Description of Securities to be Description of Securities;
Registered Management Consulting
Agreement with CKN Capital Corporation

10. Interests of Named Experts and Legal Matters
Counsel

11. Material Changes Not Applicable

12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference

13. Disclosure of Commission Position Indemnification of Directors
on Indemnification for Securities and Officers; Undertakings
Act Liabilities

<PAGE>
DATED: DECEMBER 20, 1995

PROSPECTUS

DEBBIE REYNOLDS HOTEL & CASINO, INC.

750,000 Shares Common Stock

ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER
THE COMPANY'S MANAGEMENT CONSULTING AGREEMENT
WITH PETER D. BISTRIAN CONSULTING, INC. AND
ROBERT C. BREHM CONSULTING, INC.

This prospectus is part of a Registration Statement which registers an
aggregate of 750,000 shares of Common Stock, $0.0001 par value (such shares
being referred to as the "Shares"), of DEBBIE REYNOLDS HOTEL & CASINO, INC.
(the"Company") which may be issued upon exercise of certain options, as set
forth herein, to Peter D. Bistrian Consulting, Inc. and Robert C. Brehm
Consulting, Inc., consultants to the Company (the "Consultants" or if
referred to individually the "Consultant") pursuant to their respective
written Management Consulting Agreements dated December 7, 1995 (the
"Consulting Agreements" or the "Consulting Agreement") providing for the
issuance of such options (such options being hereinafter collectively
referred to as the "Options"). Such selling stockholders may sometimes
hereafter be referred to as the "Selling Security Holders." All of the
Shares are being issued to the Consultants pursuant to their respective
Consulting Agreements. The Company has been advised by the Selling Security
Holders that it may sell all or a portion of the Shares from time to time in
the Bulletin Board market, in negotiated transactions, directly or through
brokers or otherwise, and that such shares will be sold at market prices
prevailing at the time of such sales or at negotiated prices, and the Company
will not receive any proceeds from such sales. The Company's principal
executive office is located at 305 Convention Center Drive, Las Vegas, Nevada
89109, (702) 734-0711

No person has been authorized by the Company to give any information or
to make any representation other than as contained in this Prospectus, and if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this
Prospectus nor any distribution of the Shares issuable under the terms of the
Agreement shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.

___________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

___________________

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

The date of this Prospectus is December 20, 1995.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed with the Commission can be
inspected and copies at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington D.C. 20549. Copies of this material can
also be obtained at prescribed rates from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington D.C.
20549. The Company's Common Stock is traded on the Bulletin Board under the
symbol "DEBI."

The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to the resale of up to an aggregate of up
to 750,000 shares of the Company's Common Stock offered by this Prospectus,
reference is made to the Registration Statement, including the exhibits
thereto. Statements in this Prospectus as to any document are not
necessarily complete, and where any such document is an exhibit to the
Registration Statement or is incorporated by reference herein, each such
statement is qualified in all respects by the provisions of such exhibit or
other document, to which reference is hereby made for a full statement of the
provisions thereof. A copy of the Registration Statement, with exhibits, may
be obtained from the Commission's office in Washington, D.C. (at the above
address) upon payment of the fees prescribed by the rules and regulations of
the Commission, or examined there without charge.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part
hereof:

1. The Company's Annual Report on Form 10-KSB filed for the year
ended December 31, 1994 and the Company's Quarterly Reports on Forms 10-QSB
for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995;
Current Reports on Form 8-K dated June 30, 1995, July 21, 1995 and August 30,
1995; description of the Company's Common Stock contained in the Company's
Form 8-A dated October 18, 1990.

2. All reports and documents filed by the Company pursuant to Section
13, 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 date of filing of such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Prospectus.

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any
or all of the documents referred to above which have been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Written requests for such copies should be directed to Corporate
Secretary, 305 Convention Center Drive, Las Vegas, Nevada 89109, (702)
734-0711.

INFORMATION WITH RESPECT TO THE COMPANY

This Prospectus is accompanied by the Company's Annual Report on Form
10-KSB for the year ended December 31, 1994 and the Company's Quarterly
Reports on Form 10-QSB for the quarters ended March 31, 1995, June 30, 1995
and September 30, 1995; Current Reports on Form 8-K dated June 30, 1995, July
21, 1995 and August 30, 1995; description of the Company's Common Stock
contained in the Company's Form 8-A dated October 18, 1990. These Annual and
Quarterly Reports as well as all other reports filed by the Company pursuant
to Sections 13(a), 13(c),

<PAGE>

14 or 15(d) of the Securities Exchange Act of 1934 are hereby incorporated by
reference in this Prospectus and may be obtained, without charge, upon the
oral or written request of any person to the Company at 305 Convention Center
Drive, Las Vegas, Nevada 89109, (702) 734-0711.

<PAGE>
MANAGEMENT CONSULTING AGREEMENT
WITH PETER D. BISTRIAN CONSULTING, INC.

GENERAL

On December 7, 1995, the Company entered into a Management Consulting
Agreement with Peter D. Bistrian Consulting, Inc. pursuant to which the
Company agreed to issue to the Consultant Options to purchase up to an
aggregate of 486,000 shares of Common Stock of the Company in consideration
for consulting services to be provided to the Company over an anticipated
eight-month period commencing as of the date of the agreement. The
Consultant is wholly-owned by Mr. Peter D. Bistrian, who is the sole officer
and director of the Consultant. The term of the Management Consulting
Agreement shall be eight months. Under the terms of the Consulting
Agreement, the Consultant is to undertake for and consult with the Company
concerning management, marketing and operational planning and consulting,
strategic planning, corporate organization and structure, expansion of
services and stockholder relations, and shall review and advise the Company
regarding its overall progress, needs and condition.

In particular, the Consultant shall assist the Company with the
implementation of short range and long term strategic planning to fully
develop and enhance the Company's assets, resources, products and services;
and advise and recommend to the Company additional services relating to the
present products and services provided by the Company as well as new products
and services that may be provided by the Company.

COMPENSATION

In connection with the Consulting Agreement, the Company has agreed to
issue Options to purchase up to 486,000 shares of Common Stock of the Company
over the period of twenty-four months and which are not being administered
by either the Board of Directors of the Company or any committee of the Board
of Directors organized for that purpose. The specific terms of the Options
are as follows:

(a) OPTION PRICE. Options to purchase 486,000 shares of Common Stock
shall be exercisable at a price per share of Common Stock of $0.75.

(b) TERMS OF OPTIONS. Each Option is exercisable from December 10,
1995 until its expiration date of December 10, 1997.

(c) PAYMENT FOR SHARES. The purchase price for the exercise of the
Options is payable in cash, and the price for the shares of Common Stock is
to be paid in full upon exercise of the Options.

(d) TRANSFERABILITY. The Options are not transferable by the holder
thereof except pursuant to the laws of descent and distribution to the sole
shareholder.

(e) REDEMPTION. There are no redemption rights afforded to the
Company in connection with the Options.

(f) ADJUSTMENTS. The number of shares of Common Stock of the Company
purchasable upon exercise of the Options and the exercise price of the
Options are subject to the adjustment involving stock dividends, stock
splits, reorganizations, reclassifications, consolidations and mergers.
There will be no adjustment for the payment of cash dividends by the Company
on its Common Stock. The Company is not required to issue fractional shares.
Options for fractional shares amounting to less than one share will be
disregarded.

(g) MISCELLANEOUS. It is intended that the shares of Common Stock
issued on exercise of the Options will be fully registered securities under
the Securities Act of 1933.

<PAGE>
MANAGEMENT CONSULTING AGREEMENT
WITH ROBERT C. BREHM CONSULTING, INC.

GENERAL

On December 7, 1995, the Company entered into a Management Consulting
Agreement with Robert C. Brehm Consulting, Inc. pursuant to which the Company
agreed to issue to the Consultant Options to purchase up to an aggregate of
264,000 shares of Common Stock of the Company in consideration for consulting
services to be provided to the Company over an anticipated eight-month period
commencing as of the date of the agreement. The Consultant is wholly-owned
by Mr. Robert C. Brehm, who is the sole officer and director of the
Consultant. The term of the Management Consulting Agreement shall be eight
months. Under the terms of the Consulting Agreement, the Consultant is to
undertake for and consult with the Company concerning management, marketing
and operational planning and consulting, strategic planning, corporate
organization and structure, expansion of services and stockholder relations,
and shall review and advise the Company regarding its overall progress, needs
and condition.

COMPENSATION

In connection with the Consulting Agreement, the Company has agreed to
issue Options to purchase up to 264,000 shares of Common Stock of the Company
over the period of twenty-four months and which are not being administered
by either the Board of Directors of the Company or any committee of the Board
of Directors organized for that purpose. The specific terms of the Options
are as follows:

(a) OPTION PRICE. Options to purchase 264,000 shares of Common Stock
shall be exercisable at a price per share of Common Stock of $0.75.

(b) TERMS OF OPTIONS. Each Option is exercisable from December 10,
1995 until its expiration date of December 10, 1997.

(c) PAYMENT FOR SHARES. The purchase price for the exercise of the
Options is payable in cash, and the price for the shares of Common Stock is
to be paid in full upon exercise of the Options.

(d) TRANSFERABILITY. The Options are not transferable by the holder
thereof except pursuant to the laws of descent and distribution to the sole
shareholder.

(e) REDEMPTION. There are no redemption rights afforded to the
Company in connection with the Options.

(g) MISCELLANEOUS. It is intended that the shares of Common Stock
issued on exercise of the Options will be fully registered securities under
the Securities Act of 1933.

<PAGE>

RESTRICTIONS UNDER SECURITIES LAWS

The sale of any shares of Common Stock acquired upon the exercise of the
Options must be made in compliance with federal and state securities laws.
Officers, directors and 10% or greater stockholders of the Company, as well
as certain other persons or parties who may be deemed to be "affiliates" of
the Company under the Federal Securities Laws, should be aware that resales
by affiliates can only be made pursuant to an effective Registration
Statement, Rule 144 or any other applicable exemption. Officers, directors
and 10% and greater stockholders are also subject to the "short swing" profit
rule of Section 16(b) of the Securities Exchange Act of 1934. Section 16(b)
of the Exchange Act generally provides that if an officer, director or 10%
and greater stockholder sold any Common Stock of the Company acquired
pursuant to the exercise of a stock option or warrant, he would generally be
required to pay to the Company and "profits" resulting from the sale of the
stock and receipt of the stock option. Section 16(b) exempts all option
exercises from being treated as purchases and, instead, treats an option
grant as a purchase of the underlying security, which grant/purchase may be
matched with any sale of the underlying security within six months of the
date of grant.

SALES BY SELLING SECURITY HOLDERS

The following table sets forth the name of the Selling Security Holder,
the amount of shares of Common Stock held directly or indirectly or
underlying the maximum number of Options to be issued to the Selling Security
Holder, the maximum amount of shares of Common Stock underlying the Options
to be offered by the Selling Security Holder, the exercise price for the
Options, the amount of Common Stock to be owned by the Selling Security
Holder following sale of such shares of Common Stock and the percentage of
shares of Common Stock to be owned by the Selling Security Holder following
completion of such offering (based on 9,925,751 shares of Common Stock of the
Company outstanding as of December 19, 1995). Unless otherwise indicated,
each of the stockholders has sole voting and investment power with respect to
shares beneficially owned.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
NAME OF SELLING NUMBER OF SHARES TO EXERCISE SHARES TO BE PERCENT TO BE
SECURITY HOLDER SHARES OWNED BE OFFERED PRICE PER OWNED AFTER OWNED AFTER
SHARE OFFERING OFFERING
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Peter D. Bistrian 486,000 (1) 486,000 $0.75 0 none
Consulting, Inc.
- -----------------------------------------------------------------------------------------
Robert C. Brehm 264,000 (2) 264,000 $0.75 0 none
Consulting, Inc.
- -----------------------------------------------------------------------------------------
</TABLE>

(1) Represents shares underlying a currently exercisable option to purchase
468,000 shares of the Company's common stock exercisable at $0.75 per
share, which has been issued to Consultant for advisory and consulting
services.

(2) Represents shares underlying a currently exercisable option to purchase
264,000 shares of the Company's common stock exercisable at $0.75 per
share, which has been issued to Consultant for advisory and consulting
services.

<PAGE>
DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 25,000,000
shares of Common Stock, $.0001 par value, and 50,000,000 shares of preferred
stock, $.0001 par value.

The following summary of certain terms of the Common Stock and Preferred
Stock does not purport to be complete and is subject to, and qualified in its
entirety by, the provisions of the Company's Certificate of Incorporation and
By-laws, which are included as exhibits to the Registration Statement of
which this Prospectus is a part, and the provisions of applicable law.

COMMON STOCK

As of the date of this Prospectus, there are 9,925,751 shares of Common
Stock outstanding. Holders of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the stockholders.
Holders of Common Stock are entitled to receive ratably such dividends as may
be declared by the Board of Directors out of funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
Company, holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
then outstanding preferred stock, if any. Holders of Common Stock have no
right to convert their Common Stock into any other securities. The Common
Stock has no preemptive or other subscription rights. There are no
redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are, and the Common Stock to be
outstanding upon completion of this Offering will be, duly authorized,
validly issued, fully paid and nonassessable.

PREFERRED STOCK

The Board of Directors has the authority, without further action by the
stockholders, to issue up to 50,000,000 shares of Preferred Stock, $.0001 par
value, of which 2,000,000 shares have been designated as Series AA and of
which 667,904 shares of Series AA Preferred Stock are currently issued and
remain outstanding. The Company currently has no plans to issue any
additional preferred stock. The Board of Directors of the Company has
authority, however, to issue all or any portion of the authorized but
unissued preferred stock in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation
preferences and the number of shares constituting any series or the
designation of such series. The issuance of Preferred Stock could adversely
affect the voting power of holders of Common Stock and could have the effect
of delaying, deferring or preventing a change in control of the Company.

TRADING STATUS

The Company's Common Stock is traded in the Bulletin Board under the
symbol "DEBI."

TRANSFER AGENT

The Transfer Agent for the shares of Common Stock is American Stock
Transfer and Trust, 40 Wall Street, New York, New York 10005, telephone
number: (718) 921-8327.

LEGAL MATTERS

Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Horwitz, Cutler & Beam, Irvine,
California. Shareholders of Horwitz, Cutler & Beam are not the beneficial
owners of any of the Company's common stock.

7
<PAGE>

PART II

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant incorporates the following documents by reference in the
registration statement:

(a) The Company's Annual Report on Form 10-KSB filed for the year
ended December 31, 1994 and the Company's Quarterly Reports on
Forms 10-QSB for the quarters ended March 31, 1995, June 30, 1995
and September 30, 1995; Current Reports on Form 8-K dated June 30,
1995, July 21, 1995 and August 30, 1995; description of the Company's
Common Stock contained in the Company's Form 8-A dated October 18,
1990;

All other documents filed in the future by Registrant after the date of this
Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.

Item 4. DESCRIPTION OF SECURITIES.

The class of securities to be offered is registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended. A description of the
Registrant's securities is set forth in the Prospectus incorporated as a part
of this Registration Statement.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Company's Bylaws and the Nevada General Corporation Law provide for
indemnification of directors and officers against certain liabilities.
Officers and directors of the Company are indemnified generally against
expenses actually and reasonably incurred in connection with proceedings,
whether civil or criminal, provided that it is determined that they acted in
good faith, were not found guilty, and, in any criminal matter, had
reasonable cause to believe that their conduct was not unlawful.

The Company's Certificate of Incorporation further provides that a director
of the Company shall not be personally liable for monetary damages to the
Company or its shareholders for breach of any fiduciary duty as a director,
except for liability (I) for any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law;
(iii) for the unlawful payments of dividends or stock redemption by the
Company or (iv) for any transaction from which the director derives an
improper personal benefit.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Inasmuch as the Consultant who received the Options of the Registrant
was knowledgeable, sophisticated and had access to comprehensive information
relevant to the Registrant, such transaction was undertaken in reliance on
the exemption from registration provided by Section 4(2) of the Act.

<PAGE>

Item 8. EXHIBITS

4(1) Management Consulting Agreement with Peter D. Bistrian Consulting,
Inc.

4(2) Management Consulting Agreement with Robert C. Brehm Consulting, Inc.

4(3) Option Agreement with Peter D. Bistrian Consulting, Inc.

4(4) Option Agreement with Robert C. Brehm Consulting, Inc.

5 Opinion of Horwitz, Cutler & Beam, consent included, relating to the
issuance of the shares of securities pursuant to the Management
Consulting Agreement.

23(1) Consent of Horwitz, Cutler & Beam.

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;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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;

(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, including (but not limited to) any
addition or election of a managing underwriter.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
offered 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
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration 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.

<PAGE>

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by 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 that 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 Act and will be governed by the
final adjudication of such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Las Vegas, Nevada, on
December 20, 1995.

DEBBIE REYNOLDS HOTEL & CASINO, INC.

/s/ Todd Fisher
By: ____________________________
Todd Fisher
President

Pursuant to the requirements of the Securities Act of 1933, the registration
statement has been signed below by the following persons in the capacities
indicated on December 20, 1995.

/s/ Debbie Reynolds
_______________________ Chairman of the Board
Debbie Reynolds

/s/ Todd Fisher
_______________________ President, Chief Executive Officer, Chief Financial
Todd Fisher Officer and Director (Principal Executive Officer
and Principal Financial Officer)

<PAGE>
EXHIBIT (4)(1)

MANAGING CONSULTING AGREEMENT
WITH
PETER D. BISTRIAN CONSULTING, INC.

<PAGE>
PETER D. BISTRIAN CONSULTING, INC.
One East Uwchlan Avenue
Suite 109
Exton, PA 19341

December 7, 1995

Ms. Debbie Reynolds
Chairman
DEBBIE REYNOLDS HOTEL & CASINO, INC.
305 Convention Center Drive
Las Vegas, Nevada 89109

RE: MANAGEMENT CONSULTING AGREEMENT

Dear Ms. Reynolds:

Formalizing our earlier discussions this is to acknowledge and confirm
the terms of our Management Consulting Agreement ("Consulting Agreement") as
follows:

1. APPOINTMENT OF PETER D. BISTRIAN CONSULTING, INC. DEBBIE REYNOLDS
HOTEL & CASINO, INC. ("DEBI") hereby engages Peter D. Bistrian Consulting,
Inc. ("BISTRIAN") and BISTRIAN hereby agrees to render services to DEBI as a
management consultant, strategic planner and advisor.

2. DUTIES. During the term of this Agreement, BISTRIAN shall provide
advice to, undertake for and consult with the Company concerning management,
marketing consulting, strategic planning corporate organization and
structure, financial matters in connection with the operation of the business
of the Company, expansion of services, stockholder relations, and shall
review and advise DEBI regarding its overall progress, needs and condition.
BISTRIAN agrees to provide on a timely basis the following enumerated
services plus any additional services contemplated thereby.

(a) The implementation of short range and long term strategic planning
to fully develop and enhance DEBI's assets, resources, products and
services;

(b) Advise and recommend to DEBI additional services relating to the
present business and services provided by DEBI as well as new
products and services that may be provided by DEBI.

3. TERM. The term of this Consulting Agreement shall be for an
eight-month period commencing on the date hereof.

<PAGE>

4. COMPENSATION. As compensation for its services hereunder, BISTRIAN
shall be issued options (the "Options") to purchase up to 486,000 shares of
Common Stock, $.0001 par value (the "Shares"), of the Company exercisable at
a price of $0.75 per share.

5. PURCHASE OF SHARES. The exercise price for the Options shall be paid
in cash, and appropriate investment restrictions shall be noted against the
Shares.

6. EXPENSES. BISTRIAN shall be entitled to reimbursement by DEBI of
such reasonable out-of-pocket expenses as BISTRIAN may incur in performing
services under this Consulting Agreement. Any significant expenses shall be
approved in advance in writing by DEBI.

7 REGISTRATION. DEBI agrees to provide BISTRIAN with registration
rights at DEBI's cost and expenses and include the underlying shares of
Common Stock in a registration statement on Form S-8 to be filed by DEBI with
the Securities and Exchange Commission within the proximate future, provided
that the Options may not be exercised prior to the registration statement
being filed with the SEC.

8. CONFIDENTIALITY. BISTRIAN will not disclose to any other person,
firm or corporation, nor use for its own benefit, during or after the term of
this Consulting Agreement, any trade secrets or other information designated
as confidential by DEBI which is acquired by BISTRIAN in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives DEBI an advantage over its competitors. Trade
secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications). Any financial advice rendered by BISTRIAN pursuant to
this Consulting Agreement may not be disclosed publicly in any manner without
the prior written approval of BISTRIAN.

9. INDEMNIFICATION. DEBI agrees to indemnify and hold BISTRIAN harmless
from and against all losses, claims, damages, liabilities, costs or expenses
(including reasonable attorneys' fees (collectively the "Liabilities") joint
and several, arising out of the performance of this Consulting Agreement,
whether or not BISTRIAN is a party to such dispute. This indemnity shall not
apply, however, and BISTRIAN shall indemnify and hold DEBI, its affiliates,
control persons, officers, employees and agents harmless from and against all
liabilities, where a court of competent jurisdiction has made a final
determination that BISTRIAN engaged in gross recklessness and willful
misconduct in the performance of its services hereunder which gave rise to
the losses, claim, damage, liability, cost or expense sought to be recovered
hereunder (but pending any such final determination, the indemnification and
reimbursement provisions of this Consulting Agreement shall apply and DEBI
shall perform its obligations hereunder to reimburse BISTRIAN for its
expenses.) The provisions of this paragraph 8 shall survive the termination
and expiration of this Consulting Agreement.

<PAGE>

10. INDEPENDENT CONTRACTOR. BISTRIAN and DEBI hereby acknowledge that
BISTRIAN is an independent contractor. BISTRIAN shall not hold itself out
as, nor shall it take any action from which others might infer, that it is a
partner of, agent of or a joint venturer of DEBI.

11. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and
agreements between the parties. This Consulting Agreement cannot be modified
or changed, not can any of its provisions be waived except by written
agreement signed by all parties. This Consulting Agreement shall be governed
by the laws of the State of Nevada. In any event of any dispute as to the
terms of this Consulting Agreement, the prevailing party in any litigation
shall be entitled to reasonable attorneys' fees.

Please confirm that the foregoing correctly sets forth our understanding
by signing the encloses copy of this letter where provided and returning it
to us at your earliest convenience.

Very truly yours,

PETER D. BISTRIAN CONSULTING, INC.

By: ____________________________

Its: ___________________________

ACCEPTED AND AGREED TO as
of the ___ day of December 1995

DEBBIE REYNOLDS HOTEL & CASINO, INC.

By: ___________________________
Todd Fisher, President

Page>
EXHIBIT (4)(2)

MANAGING CONSULTING AGREEMENT
WITH
ROBERT C. BREHM CONSULTING, INC.

<PAGE>
ROBERT C. BREHM CONSULTING, INC.
6965 El Camino Real, Suite 105
Carlsbad, California 92009

December 7, 1995

Ms. Debbie Reynolds
Chairman
DEBBIE REYNOLDS HOTEL & CASINO, INC.
305 Convention Center Drive
Las Vegas, Nevada 89109

RE: MANAGEMENT CONSULTING AGREEMENT

Dear Ms. Reynolds:

Formalizing our earlier discussions this is to acknowledge and confirm
the terms of our Management Consulting Agreement ("Consulting Agreement") as
follows:

1. APPOINTMENT OF ROBERT C. BREHM CONSULTING, INC. DEBBIE REYNOLDS
HOTEL & CASINO, INC. ("DEBI") hereby engages Robert C. Brehm Consulting, Inc.
("BREHM") and BREHM hereby agrees to render services to DEBI as a management
consultant, strategic planner and advisor.

2. DUTIES. During the term of this Agreement, BREHM shall provide
advice to, undertake for and consult with the Company concerning management,
marketing consulting, strategic planning corporate organization and
structure, financial matters in connection with the operation of the business
of the Company, expansion of services, stockholder relations, and shall
review and advise DEBI regarding its overall progress, needs and condition.
BREHM agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby.

(a) The implementation of short range and long term strategic planning
to fully develop and enhance DEBI's assets, resources, products and
services;

(b) Advise and recommend to DEBI additional services relating to the
present business and services provided by DEBI as well as new
products and services that may be provided by DEBI.

3. TERM. The term of this Consulting Agreement shall be for an
eight-month period commencing on the date hereof.

<PAGE>

4. COMPENSATION. As compensation for its services hereunder, BREHM
shall be issued options (the "Options") to purchase up to 264,000 shares of
Common Stock, $.0001 par value (the "Shares"), of the Company exercisable at
a price of $0.75 per share.

5. PURCHASE OF SHARES. The exercise price for the Options shall be paid
in cash, and appropriate investment restrictions shall be noted against the
Shares.

6. EXPENSES. BREHM shall be entitled to reimbursement by DEBI of such
reasonable out-of-pocket expenses as BREHM may incur in performing services
under this Consulting Agreement. Any significant expenses shall be approved
in advance in writing by DEBI.

7 REGISTRATION. DEBI agrees to provide BREHM with registration rights
at DEBI's cost and expenses and include the underlying shares of Common Stock
in a registration statement on Form S-8 to be filed by DEBI with the
Securities and Exchange Commission within the proximate future, provided that
the Options may not be exercised prior to the registration statement being
filed with the SEC.

8. CONFIDENTIALITY. BREHM will not disclose to any other person, firm
or corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by DEBI which is acquired by BREHM in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives DEBI an advantage over its competitors. Trade
secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications). Any financial advice rendered by BREHM pursuant to
this Consulting Agreement may not be disclosed publicly in any manner without
the prior written approval of BREHM.

9. INDEMNIFICATION. DEBI agrees to indemnify and hold BREHM harmless
from and against all losses, claims, damages, liabilities, costs or expenses
(including reasonable attorneys' fees (collectively the "Liabilities") joint
and several, arising out of the performance of this Consulting Agreement,
whether or not BREHM is a party to such dispute. This indemnity shall not
apply, however, and BREHM shall indemnify and hold DEBI, its affiliates,
control persons, officers, employees and agents harmless from and against all
liabilities, where a court of competent jurisdiction has made a final
determination that BREHM engaged in gross recklessness and willful misconduct
in the performance of its services hereunder which gave rise to the losses,
claim, damage, liability, cost or expense sought to be recovered hereunder
(but pending any such final determination, the indemnification and
reimbursement provisions of this Consulting Agreement shall apply and DEBI
shall perform its obligations hereunder to reimburse BREHM for its expenses.)
The provisions of this paragraph 8 shall survive the termination and
expiration of this Consulting Agreement.

<PAGE>

10. INDEPENDENT CONTRACTOR. BREHM and DEBI hereby acknowledge that
BREHM is an independent contractor. BREHM shall not hold itself out as, nor
shall it take any action from which others might infer, that it is a partner
of, agent of or a joint venturer of DEBI.

Please confirm that the foregoing correctly sets forth our understanding
by signing the encloses copy of this letter where provided and returning it
to us at your earliest convenience.

Very truly yours,

ROBERT C. BREHM CONSULTING, INC.

By: ____________________________

Its: ___________________________

ACCEPTED AND AGREED TO as
of the ___ day of December 1995

DEBBIE REYNOLDS HOTEL & CASINO, INC.

By: ___________________________
Todd Fisher, President

<PAGE>

EXHIBIT (4)(3)

OPTION AGREEMENT

<PAGE>

OPTION TO PURCHASE
COMMON STOCK
OF
DEBBIE REYNOLDS HOTEL & CASINO, INC.

This is to certify that PETER D. BISTRIAN CONSULTING, INC. ("Optionee")
is entitled, subject to the terms and conditions hereinafter set forth, to
purchase 486,000 shares of Common Stock, $.0001 par value per share (the
"Common Shares") of DEBBIE REYNOLDS HOTEL & CASINO, INC., a Nevada
corporation (the "Company"), from the Company at the price per share and on
the terms set forth herein and to receive a certificate of the Common Shares
so purchased on presentation and surrender to the Company with the
subscription form attached, duly executed and accompanied by payment of the
purchase price of each share purchased either in cash or by certified or bank
cashier's check or other check payable to the order of the Company.

The purchase rights represented by this Option are exercisable
commencing December 10, 1995 through and including December 10, 1997 at a
price per Common Share of $0.75.

Subject to the above conditions, the purchase rights represented by this
Option are exercisable at the option of the registered owner hereof in whole
at any time, or in part from time to time, within the period specified;
provided, however, that such purchase rights shall not be exercisable with
respect to a fraction of a Common Share. In case of the purchase of less
than all the Common Shares purchasable under this Option, the Company shall
cancel this Option on surrender hereof and shall execute and deliver a new
Option of like tenor and date for the balance of the shares purchasable
hereunder.

The Company agrees at all times to reserve or hold available a
sufficient number of Common Shares to cover the number of shares issuable on
exercise of this and all other Options of like tenor then outstanding.

This Option shall not entitle the holder hereof to any voting rights or
other rights as a stockholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no
dividends shall be payable or accrue in respect to this Option or the
interest represented hereby or the Common Shares purchasable hereunder until
or unless, and except to the extent that, this Option shall be exercised.

In the event that the outstanding Common Shares hereunder are changed
into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of merger,
consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend:

<PAGE>

(a) The aggregate number and kind of Common Shares subject to this
Option shall be adjusted appropriately;

(b) Rights under this Option, both as to the number of subject
Common Shares and the Option price, shall be adjusted appropriately; and

(c) Where dissolution or liquidation of the company or any merger
or combination in which the Company is not a surviving corporation is
involved, this Option shall terminate, but the registered owner of this
Option shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his Option in whole or in
part to the extent that it shall not have been exercised.

The foregoing adjustments and the application of the foregoing
provisions may provide for the elimination of fractional share interests.

The Option and all rights hereunder shall not be transferrable otherwise
than by will or the laws of descent and distribution and except to the sole
shareholder of Optionee.

The Company shall not be required to issue or deliver any certificate of
Common Shares purchased on exercise of this Option or any portion thereof
prior to fulfilment of all the following conditions:

(a) The completion of any registration or other qualification of
such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;

(b) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary.

The Company agrees to file an appropriate registration statement under
the Securities Act of 1933 as soon as practicable in order to register the
underlying Common Shares under such Act.

IN WITNESS WHEREOF, the Company has caused this Option to be executed by
the signature of its duly authorized officer.

DEBBIE REYNOLDS HOTEL & CASINO, INC.

By: ____________________________
Todd Fisher, President

Dated: December 5, 1995

<PAGE>

SUBSCRIPTION FORM

(To be executed by the registered holder to exercise the rights
to purchase Common Shares evidenced by the within Option).

Debbie Reynolds Hotel & Casino, Inc.
305 Convention Center Drive
Las Vegas, Nevada 89109

The undersigned hereby irrevocably subscribes for Common Shares pursuant
to and in accordance with the terms and conditions of this Option, and
hereunder makes payment of $_________________ therefor, and requests that a
certificate of such Common Shares be issued in the name of the undersigned
and be delivered to the undersigned at the address stated below, and if such
number of shares shall not be all of the shares purchasable hereunder, that a
new Option of like tenor for the balance of the remaining Common Shares
purchasable hereunder shall be delivered to the undersigned at the address
stated below.

Dated: __________________________ Signed: ___________________________

Address: ___________________________
___________________________
___________________________

<PAGE>

EXHIBIT (4)(4)

OPTION AGREEMENT

<PAGE>

OPTION TO PURCHASE
COMMON STOCK
OF
DEBBIE REYNOLDS HOTEL & CASINO, INC.

This is to certify that ROBERT C. BREHM CONSULTING, INC. ("Optionee") is
entitled, subject to the terms and conditions hereinafter set forth, to
purchase 264,000 shares of Common Stock, $.0001 par value per share (the
"Common Shares") of DEBBIE REYNOLDS HOTEL & CASINO, INC., a Nevada
corporation (the "Company"), from the Company at the price per share and on
the terms set forth herein and to receive a certificate of the Common Shares
so purchased on presentation and surrender to the Company with the
subscription form attached, duly executed and accompanied by payment of the
purchase price of each share purchased either in cash or by certified or bank
cashier's check or other check payable to the order of the Company.