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EX-23.1 - NEVADA GOLD & CASINOS INCv196715_ex23-1.htm
EX-99.2 - NEVADA GOLD & CASINOS INCv196715_ex99-2.htm
EX-99.3 - NEVADA GOLD & CASINOS INCv196715_ex99-3.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 


WASHINGTON, D.C.  20549
 
FORM 8-K/A

Amendment No. 1

CURRENT REPORT
 
Pursuant To Section 13 or 15 (d) of the
Securities Exchange Act of 1934
    
Date of Report (date of earliest event reported):
 
July 23, 2010
    
NEVADA GOLD & CASINOS, INC.
(Exact name of registrant as specified in its charter)  
 
Nevada
 
1-15517
 
88-0142032
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
50 Briar Hollow Lane, Suite 500W
 
77027
(Address of principal executive offices)
 
(Zip Code)
 
(713) 621-2245
(Registrant's telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.01.    Completion of Acquisition
 
On July 23, 2010, Nevada Gold & Casinos, Inc. (the “Company”) announced that its wholly-owned subsidiary, NG Washington II, LLC, completed the acquisition of six mini-casinos located in western Washington State. The casinos are the Silver Dollar Casino SeaTac, Silver Dollar Casino Renton, Silver Dollar Casino Mill Creek, Club Hollywood Casino located in Shoreline, Royal Casino located in Everett and Golden Nugget Casino located in Tukwila.  On July 29, 2010, the Company filed a Current Report on Form 8-K (the “Current Report”) to report the completion of the acquisition.  Under the applicable rules promulgated by the Securities and Exchange Commission, the Company may file the financial statements and pro forma information required by Item 9.01 by filing an amendment to the Current Report not later than 71 calendar days after the date the Current Report was filed.  The sole purpose of this Amendment No. 1 to the Current Report is to file the financial statements and pro forma information required by Item 9.01.
 
 
(a) Financial Statements of Businesses Acquired
 
 The following financial statements are attached hereto as Exhibit 99.2 and incorporated herein by reference:

Independent Auditors’ Report

Combined Balance Sheet of Gaming Consultants, Inc. and its Affiliates for the year ended December 31, 2009

Combined Statement of Income of Gaming Consultants, Inc. and its Affiliates for the year ended December 31, 2009

Combined Statement of Stockholder’s Equity of Gaming Consultants, Inc. and its Affiliates for the year ended December 31, 2009

Combined Statement of Cash Flows of Gaming Consultants, Inc. and its Affiliates for the year ended December 31, 2009

Notes to Combined Financial Statements of Gaming Consultants, Inc. and its Affiliates for the year ended December 31, 2009

(b) Unaudited Pro Forma Financial Information

The following pro forma financial information is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Unaudited Pro Forma Balance Sheet as of the fiscal year April 30, 2010

Unaudited Pro Forma Statement of Operations for the fiscal year ended April 30, 2010

(d) Exhibits

2.1(a)*
Asset Purchase Agreement dated April 14, 2010 between NG Washington II, LLC, as buyer, and Grant Thornton, Ltd., as receiver for Big Nevada, Inc., Gameco, Inc., Gaming Consultants, Inc., Gaming Management, Inc., Golden Nugget Tukwila, Inc., Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek Gaming, Inc., Royal Casino Holdings, Inc., and Silver Dollar Mill Creek, Inc.

2.1(b)**
Amendment to the Asset Purchase Agreement dated April 14, 2010 between NG Washington II, LLC, as buyer, and Grant Thornton, Ltd, in its capacity as court-appointed receiver for Big Nevada, Inc., Gameco, Inc., Gaming Consultants, Inc., Gaming Management, Inc., Golden Nugget Tukwila, Inc., Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek Gaming, Inc., Royal Casino Holdings, Inc. and Silver Dollar Mill Creek, Inc.
   
Consent of LeMaster Daniels PLLC 

99.1***
Press Release dated July 26, 2010 reporting the completion of the acquisition

99.2
Financial Statements listed in Item 9.01(a)
 

 
99.3
Unaudited Pro Forma Financial Information listed in Item 9.01(b)
 

*
Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 14, 2010.

**
Incorporated by reference from Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2010.

***
Previously furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2010.
 

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 who is duly authorized.
 
 
NEVADA GOLD & CASINOS, INC.
   
   
   
Date:  September 15, 2010
By:  
/s/ James J. Kohn
   
James J. Kohn
   
Executive Vice President and CFO
  
 
Item
 
Exhibit
2.1(a)*
 
Asset Purchase Agreement dated April 14, 2010 between NG Washington II, LLC, as buyer, and Grant Thornton, Ltd., as receiver for Big Nevada, Inc., Gameco, Inc., Gaming Consultants, Inc., Gaming Management, Inc., Golden Nugget Tukwila, Inc., Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek Gaming, Inc., Royal Casino Holdings, Inc., and Silver Dollar Mill Creek, Inc.
     
2.1(b)**
 
Amendment to the Asset Purchase Agreement dated April 14, 2010 between NG Washington II, LLC, as buyer, and Grant Thornton, Ltd, in its capacity as court-appointed receiver for Big Nevada, Inc., Gameco, Inc., Gaming Consultants, Inc., Gaming Management, Inc., Golden Nugget Tukwila, Inc., Hollydrift Gaming, Inc., Little Nevada, Inc., Mill Creek Gaming, Inc., Royal Casino Holdings, Inc. and Silver Dollar Mill Creek, Inc.
     
23.1
 
Consent of LeMaster Daniels PLLC
     
99.1***
 
Press Release dated July 26, 2010 reporting the completion of the acquisition
     
99.2
 
Financial Statements listed in Item 9.01(a)
     
99.3
 
Unaudited Pro Forma Financial Information listed in Item 9.01(b)
 

*
Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 14, 2010.

**
Incorporated by reference from Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2010.

***
Previously furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2010.