UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
FULL HOUSE RESORTS, INC.
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(Name of issuer)
COMMON STOCK, $.0001 PAR VALUE
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(Title of class of securities)
359678 10 9
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(CUSIP number)
PAUL BERKOWITZ, ESQ.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
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(Name, address and telephone number of person
authorized to receive notices and communications)
OCTOBER 4, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. [ ]
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
(Continued on following pages)
(Page 1 of 6 Pages)
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CUSIP NO. 359678 10 9 SCHEDULE 13D PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ALLEN E. PAULSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER 2,460,000
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER 0
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9 SOLE DISPOSITIVE POWER 2,460,000
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,460,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8%
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14 TYPE OF REPORTING PERSON*
IN
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FULL HOUSE RESORTS, INC.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the shares of common stock (the
"Common Stock"), par value $.0001 per share, of Full House Resorts, Inc., a
Delaware corporation (the "Company").
The principal executive offices of the Company are
located at 12555 High Bluff Road, Suite 380, San Diego, California 92130.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Allen E. Paulson, individually
and as Trustee of the Allen E. Paulson Living Trust (the
"Reporting Person").
(b) The address of the Reporting Person is c/o Full House
Resorts, Inc., 12555 High Bluff Road, Suite 380, San Diego,
California 92130.
(c) The Reporting Person is a Director of the Corporation.
(d) The Reporting Person has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) The Reporting Person was not, during the past five years, a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person purchased 250,000 shares of Common Stock
of the Company with personal funds on October 2, 1996 and transferred 800,636
shares of Common Stock of the Company to the Allen E. Paulson Living Trust on
October 14, 1996.
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ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person acquired his interest in the Common Stock
of the Company for investment purposes. The Reporting Person has no present
plans or proposals which relate to or would result in:
(a) the acquisition or disposition by the Reporting
Person of additional securities of the Company;
(b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation involving the Company or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(d) any change in the present board of directors
or management of the Company, including any plans or proposals
to change the number or terms of directors;
(e) any material change in the present capitalization
or dividend policy of the Company;
(f) any material change in the Company's present
business or corporate structure;
(g) changes in the Company's present charter, bylaws or
similar instruments;
(h) causing a class of securities of the Company to
be delisted from a national securities exchange or inter-dealer
quotation system;
(i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or
(j) any action similar to those enumerated above.
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<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 2,460,000(1) shares
or 23.8% of the outstanding Common Stock of the Company, based on a total of
10,332,574 shares of Common Stock outstanding on October 15, 1996.
(b) The Reporting Person has the sole power to vote
and dispose of 2,460,000 shares of Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
(a) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
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(1) Includes 2,000,636 shares of Common Stock owned by Allen E. Paulson Living
Trust, of which the Reporting Person is the Trustee.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
NOV. 05, 1996
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Date
/s/ ALLEN E. PAULSON
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Signature
Allen E. Paulson, Individually and as Trustee of
the Allen E. Paulson Living Trust
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Name
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