1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year Ended March 31, 1996 0-8927 NEVADA GOLD & CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 88-0142032 (State or other jurisdiction (IRS Employer of incorporation) Identification Number) 3040 Post Oak Blvd., Suite 675, Houston, Texas 77056 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (713) 621-2245 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $.04 Per Share (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No ___ (2) Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information Form 10-K or any amendment to this Form 10-K. _____ The aggregate market value of Common Stock held by non-affiliates of the Registrant at March 31, 1996, based upon the last reported sales price of the NASDAQ Bulletin Board, was $42,264,605. Portions of the Registrant's definitive proxy statement for its annual meeting of stockholders to be held in October 1996 (are incorporated in) Part III of this Form 10-K. At March 31,1996, 24,292,114 shares of common stock outstanding. Documents incorporated by reference: NONE 2 NOTES TO FINANCIAL STATEMENTS MARCH 31, 1996 (b) REPORTS ON FORM 8-K (c) EXHIBITS *3.1 - Articles of Incorporation *3.1a - Amendment to Articles of Incorporation *3.2 - By-laws 10 - Operating Agreement Caesars Black Hawk, LLC. *21 - Subsidiaries of the Registrant 27 - Financial Data Schedule - ------------ * Previously filed 31 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized NEVADA GOLD & CASINOS, INC. By: /s/ H. Thomas Winn July 2, 1996 ---------------------------- H. Thomas Winn, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following person on behalf of the Registrant and in the capacity and on the date indicated. NAME & POSITION DATE /s/ H. Thomas Winn ----------------------------- H.Thomas Winn, President July 2, 1996 /s/ Paul J. Burkett ----------------------------- Paul J. Burkett, Director July 2, 1996 Vice President - Mining /s/ Fred N. Holabird July 2, 1996 ----------------------------- Fred N. Holabird, Director /s/ William G. Jayroe July 2, 1996 ----------------------------- William G. Jayroe, Director /s/ David K. McCaleb July 2, 1996 ---------------------------- David K. McCaleb, Treasurer 32 4 INDEX TO EXHIBITS *3.1 - Articles of Incorporation *3.1a - Amendment to Articles of Incorporation *3.2 - By-laws 10 - Operating Agreement Caesars Black Hawk, LLC. *21 - Subsidiaries of the Registrant 27 - Financial Data Schedule - ------------ * Previously filed