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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 4, 2005
LAS VEGAS RESORTS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Nevada 33-10513-LA 33-0215298
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
12890 Hilltop Road, Argyle, Texas 76226
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 233-0300
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 (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 1--Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 4, 2005, Las Vegas Resorts Corporation, a Nevada
corporation ("LVRC"), entered into a Subscription Agreement by and between
Halter Financial Investments, L.P., a Texas limited partnership ("HFI") and LVRC
(the "Subscription Agreement"), pursuant to which LVRC sold 1,070,000 newly
issued, restricted shares of its common capital stock, par value $0.001 per
share, to HFI. Neither LVRC nor any of its affiliates have any relationship with
HFI or any of its affiliates other than in respect of the Subscription
Agreement. Following its purchase of the shares pursuant to the Subscription
Agreement, HFI became the holder of approximately 68.5% of LVRC's issued and
outstanding common capital stock.
Furthermore, on November 4, 2005, LVRC entered into an Exchange
Agreement (the "Exchange Agreement") by and between LVRC and Glenn A. Little
("Little") pursuant to which Little shall forgive the $60,000 that he loaned
LVRC for purposes of providing LVRC with working capital, and in return, LVRC
will deliver to Little 240,000 newly issued, restricted shares of its common
capital stock. Little formerly served as our sole director and executive
officer.
Section 3--Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On November 4, 2005, pursuant to the terms of the Subscription
Agreement, LVRC sold 1,070,000 newly issued, restricted shares of its common
capital stock, par value $0.001 per share, to HFI in a private placement
transaction at a price of $0.25 per share, for an aggregate purchase price of
$267,500. The private placement transaction was exempt from the registration
requirements of the Securities Act of 1933, as amended, in reliance upon Section
4(2) thereunder.
Section 5--Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
The contents of Item 3.02 above are incorporated by reference.
Immediately subsequent to and as a result of the closing of the
Subscription Agreement, HFI became LVRC's controlling stockholder, owning
approximately 68.5% of LVRC's issued and outstanding shares of common capital
stock. HFI used "working capital" to purchase the stock. As used herein, the
term "working capital" includes income from the business operations of HFI plus
sums borrowed from, among other sources, banks and brokerage firm margin
accounts, to operate HFI in general. Before the execution of the Subscription
Agreement, Little was the controlling stockholder of LVRC.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Directors
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On November 4, 2005, Glenn A. Little resigned as the sole member of the
LVRC board of directors. Timothy P. Halter was elected to the LVRC board of
directors, filling the vacancy created by the resignation of Mr. Little.
Mr. Halter has been the President and sole shareholder of Halter
Financial Group, Inc., a Texas corporation ("HFG"), since 1995. HFG is a Dallas,
Texas based consulting firm specializing in the areas of mergers, acquisitions
and corporate finance. Mr. Halter currently serves as sole officer and director
of two public companies: DXP Enterprises, Inc., a Texas corporation, and Nevstar
Gaming and Entertainment Corp., a Nevada corporation.
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Executive Officers
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On November 4, 2005, upon the execution of the Subscription Agreement,
Glenn A. Little resigned all positions as an officer of LVRC. Timothy P. Halter
was elected to serve as Chairman of the Board, Chief Executive Officer,
President, Chief Financial Officer and Secretary of LVRC.
Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following Exhibits have been filed as a part of this
Report:
Exhibit
Number Description of Exhibit
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10.1 Subscription Agreement dated November 4, 2005 by and
between Halter Financial Investments, L.P. and LVRC.
10.2 Exchange Agreement dated November 4, 2005 by and
between Glenn A. Little and LVRC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Las Vegas Resorts Corporation
/s/ Timothy P. Halter
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Timothy P. Halter,
Sole Officer
DATED: November 4, 2005
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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10.1 Subscription Agreement dated November 4, 2005 by and between
Halter Financial Investments, L.P. and LVRC.
10.2 Exchange Agreement dated November 4, 2005 by and between Glenn
A. Little and LVRC.