<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 14, 1999
Date of Report (Date of earliest event reported)
CAPITOL QUEEN & CASINO, INC.
(Exact name of registrant as specified in its charter)
MISSOURI
(State or other jurisdiction of incorporation)
33-75806
(Commission File Number)
43-1652885
(IRS Employer Identification No.)
2605 S. Decatur Blvd, Suite 218, Las Vegas, Nevada 89102
(Address of principal executive offices)
(702) 579-0235
(Registrant's telephone number, including area code)
740 S. Decatur Blvd., Las Vegas, NV 89107
(Former name or former address, if changed since last
report.)
================================================================================
<PAGE>
Item 4. Changes In Registrants' Certifying Accountant.
1. Previous independent accountants.
On May 11, 1999, Capitol Queen & Casino, Inc. (the "Company") dismissed
PricewaterhouseCoopers LLP, as the Company's independent accountants.
The reports of PricewaterhouseCoopers LLP on the financial statements
of the Company for the past two fiscal years raise substantial doubt about the
Company's ability to continue as a going concern. Further, on March 17, 1998 the
Company filed for bankruptcy protection with the United States Bankruptcy Court
under 11 of the United States Bankruptcy Code.
The Board of the Directors of the Corporation participated in and
approved the decision to change independent accountants.
In connection with PricewaterhouseCoopers LLP audits for the Company's
two most recent fiscal years and through May 11, 1999, there have been no
disagreements with PricewaterhouseCoopers LLP on any matter of accounting
principles of practices, financial statement disclosure of auditing scope of
procedure which disagreement if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference thereto in
their report on the financial statements for such years.
During the Company's two most recent fiscal years and through May 11,
1999, there has been no reportable event as defined in Regulation S-K Item 304
(a) (1) (v).
The Company has requested that PricewaterhouseCoopers LLP furnish the
Company with a letter addressed to the SEC stating whether or not
PricewaterhouseCoopers LLP agrees with the above statement. A copy of such
letter, dated May 14, 1999, is filed as Exhibit 16.1 to this report.
2. New independent accountant.
The Company is in the process of engaging a replacement independent
accountant for fiscal year end June 30, 1999.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16.1 Letter of PricewaterhouseCoopers dated May 14, 1999.
<PAGE>
================================================================================
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Capitol Queen & Casino, Inc.
----------------------------
(Registrant)
Date: May 14, 1999 /S/ Bruce F. Becker
---------------- -------------------
Bruce F. Becker
President, Chief Executive
Officer (Principal Executive
Officer) and Sole Director,
Controller (Principle Financial
and Accounting Officer)
================================================================================
<PAGE>
Exhibit 16.1
May 14, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Capitol Queen & Casino, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report dated May 14,
1999. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
================================================================================
