SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material under Section 240.14a-12
LAS VEGAS GAMING, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Proposed maximum aggregate value of transaction:
4) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
LAS VEGAS GAMING, INC.
3120 South Rainbow Blvd. Suite 204
Las Vegas, NV 89146
April 15, 2002
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of Las
Vegas Gaming, Inc., which will be held at Spanish Trail Country Club, 5050
Spanish Trail Lane, Las Vegas, Nevada, on May 14, 2002, at 1:00 p.m. Pacific
Daylight Time.
Details of the business to be conducted at the annual meeting are given in the
attached Notice of Annual Meeting of Shareholders and Proxy Statement. In
addition, we have attached our annual report to shareholders to these documents
as a measure to keep you better informed of our business activities.
Whether or not you attend the annual meeting, it is important that your shares
be represented and voted at the meeting. Therefore, I urge you to sign, date,
and promptly return the enclosed proxy. If you decide to attend the annual
meeting and vote in person, you will of course have that opportunity.
On behalf of the board of directors, I would like to express our appreciation
for your continued interest in the affairs of Las Vegas Gaming, Inc.
Sincerely,
/s/ Russell R. Roth
Russell R. Roth
CEO and Chairman
Las Vegas Gaming, Inc.
3120 South Rainbow Blvd. Suite 204
Las Vegas, NV 89146
Telephone (702) 733-9703
____________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 14, 2002
___________________________________________________
TO THE SHAREHOLDERS OF LAS VEGAS GAMING, INC.:
The annual meeting of the shareholders of Las Vegas Gaming, Inc. will be held at
Spanish Trail Country Club, 5050 Spanish Trail Lane, Las Vegas, Nevada, on May
14, 2002, at 1:00 p.m. Pacific Daylight Time, for the following purposes:
1. To elect four directors to serve until the next annual meeting or until
their successors are elected and qualified;
2. To confirm the appointment of Piercy, Bowler, Taylor and Kern as auditors
for the Company;
3. To transact any other business that may properly come before the meeting
or any adjournment of the meeting.
Shareholders of record at the close of business on April 8, 2002 are entitled to
notice of and to vote at the meeting. The Company's proxy statement and its
2001 annual report to shareholders accompany this notice.
All shareholders are invited to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Russell R. Roth
RUSSELL R. ROTH, President
Las Vegas, Nevada
April 15, 2002
IMPORTANT
Whether or not you expect to attend in person, we urge you to sign, date, and
return the enclosed Proxy at your earliest convenience. This will ensure the
presence of a quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE
PROXY WILL SAVE LAS VEGAS GAMING THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. Sending in your Proxy will not prevent you from voting your stock
at the meeting if you desire to do so, as your Proxy is revocable at your
option.
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Las Vegas Gaming, Inc.
3120 South Rainbow Blvd. Suite 204
Las Vegas, NV 89146
Telephone (702) 733-9307
________________________________________________
PROXY STATEMENT
________________________________________________
For the Annual Meeting of Shareholders
To be held May 14, 2002
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY LAS VEGAS GAMING OR ANY OTHER PERSON.
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Las Vegas Gaming, Inc. (the "Company") for use at
the annual meeting of the shareholders of the Company, or any adjournments
thereof. The meeting will be held at Spanish Trail Country Club, 5050 Spanish
Trail Lane, Las Vegas, Nevada, on May 14, 2002, at 1:00 p.m. Pacific Daylight
Time, to elect four directors to serve until the next annual meeting or until
their successors are elected and qualified and to confirm the appointment of the
accounting firm of Piercy, Bowler, Taylor & Kern as the Company's auditors.
Management knows of no other business that may properly come before the meeting.
The above matters require for their approval the affirmative vote of a majority
of the shares represented at a meeting at which a quorum is present.
This proxy statement and the enclosed form of proxy are first being mailed to
shareholders on or about April 15, 2002.
RECORD DATE; SOLICITATION OF PROXIES
The board of directors of Las Vegas Gaming has fixed the close of business on
April 8, 2002 as the record date for the determination of shareholders entitled
to notice of and to vote at the annual meeting. At the record date, there were
approximately 5,789,268 shares of common stock issued, outstanding, and entitled
to vote at the meeting. Holders of common stock are entitled to one vote at the
meeting for each share of common stock held of record on the record date. There
are no separate voting groups or separate series of stock.
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In addition to the solicitation of proxies by the board of directors through use
of the mails, proxies may also be solicited by Las Vegas Gaming and its
directors, officers and employees (who will receive no additional compensation
therefore) by telephone, telegram, facsimile transmission or other electronic
communication, and/or by personal interview. Las Vegas Gaming will reimburse
banks, brokerage houses, custodians and other fiduciaries who hold shares of
common stock in their name or custody, or in the name of nominees for others,
for their out-of-pocket expenses incurred in forwarding copies of the proxy
materials to those persons for whom they hold such shares. Las Vegas Gaming
will bear the costs of the annual meeting and of soliciting proxies therefore,
including the cost of printing and mailing this proxy statement and related
materials. Las Vegas Gaming has spent approximately $2,000 in legal and other
expenses in the preparation of this proxy statement and other expenses connected
with the solicitation of security holders. It is anticipated that Las Vegas
Gaming will spend an additional $2,000 in solicitation of security holders
before the meeting is held.
Any questions or requests for assistance regarding Las Vegas Gaming's proxies
and related materials may be directed in writing to Russell Roth, at 3120 South
Rainbow Blvd. Suite 204, Las Vegas, Nevada 89146.
VOTE REQUIRED AND VOTING
In order to obtain shareholder approval, fifty percent (50%) of the issued and
outstanding shares of common stock entitled to vote as of the record date,
represented in person or by proxy, is required for a quorum at the annual
meeting. Abstentions may be specified and will be counted as present for the
purpose of determining the existence of a quorum. Election of directors shall be
accomplished by the three candidates receiving a plurality of the votes cast at
a shareholder's meeting by the shareholders entitled to vote in the election.
You may vote by either attending the meeting in person or by filling out and
sending in your proxy. Shares of common stock that are represented by properly
executed proxies, unless such proxies shall have previously been properly
revoked (as provided herein), will be voted in accordance with the instructions
indicated in such proxies. If no contrary instructions are indicated, such
shares will be voted FOR the named nominees for the board of directors
identified herein. Shares represented by proxies that have voted against the
propositions presented at the meeting cannot be used to postpone or adjourn the
meeting in order to solicit more votes for the proposition.
Brokers who hold shares in a street name have the authority to vote when they
have not received instructions from the beneficial owners. Brokers who do not
receive instructions, but who are present in person or by proxy at the meeting
will be counted as present for quorum purposes.
OTHER MATTERS
It is not expected that any matters other than those referred to in this proxy
statement will be brought before the meeting. If other matters are properly
presented, however, the persons named as proxy appointees will vote in
accordance with their best judgment on such matters. The grant of a proxy also
will confer discretionary authority on the persons named as proxy appointees to
vote in accordance with their best judgment on matters incident to the conduct
of the meeting.
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REVOCATION OF PROXY
Any shareholder may revoke his, her or its proxy (other than an irrevocable
proxy coupled with an interest) at any time before it is voted, by: (1) filing
with the corporate secretary of Las Vegas Gaming an instrument revoking the
proxy; (2) returning a duly executed proxy bearing a later date; or (3)
attending the meeting and voting in person. Attendance at the meeting will not
by itself constitute revocation of a proxy.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED
IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
ELECTION OF DIRECTORS
Four directors are to be elected at the annual meeting, to hold office for one
year until the next annual meeting of shareholders, and until their successors
are elected and qualified. It is intended that the accompanying proxy will be
voted in favor of the following persons to serve as directors unless the
shareholder indicates to the contrary on the proxy. Management expects that each
of the nominees will be available for election, but if any of them is not a
candidate at the time the election occurs, it is intended that such proxy will
be voted for the election of another nominee to be designated by the Board of
Directors to fill any such vacancy.
NOMINEES
The following sets forth information regarding each nominee.
All Positions Years/Mos. Served
And Offices as Director
Name with LVGI Age of the Company
Russell Roth President, Chief Executive 55 4 years
Officer, CFO & Director
Gary Baldwin Secretary/Treasurer, Director 50 3 years,
10 months
Richard Irvine Director 60 1 year,
3 months
Michael Cane Director 47 10 Months
_______________________________________________
Russell R. Roth. Mr. Roth has been President, Chief Executive Officer, Chief
Financial Officer and Chairman of the Company since April 1998. From January
1995 until December 1999, Mr. Roth had
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been the feature writer, editor and co-owner of the Las Vegas Investment Report
and has managed portfolios for a few select individuals. From September 1994 to
April 1996, Mr. Roth served as President of National Investment & Tax Managers,
Inc. From January 1987 to April 1993, Mr. Roth served as Chief Financial Officer
of Sotheby's Holdings, Inc., an art auction company. At Sotheby's Holdings,
Inc., Mr. Roth spearheaded the Company's initial public offering in 1988. From
1983 to 1986, Mr. Roth served as Chief Financial Officer of Cessna Aircraft
Company where Mr. Roth coordinated a successful merger of the Company with
General Dynamics Corp. From 1974 to 1983, Mr. Roth served in various financial
capacities for Rockwell International and the Bendix Corporation. Mr. Roth
received his Bachelors of Science in Economics from the University of Kansas in
1968 and his Masters of Business Administration from the University of Michigan
in 1973. He serves on the Boards of Lincoln International, Inc. and Legal Access
Technologies, Inc. Legal Access Technologies is a public reporting company
traded on the Over-The-Counter Bulletin Board.
Gary G. Baldwin. Mr. Baldwin has served as Executive Vice President and
Director of the Company since April 1998. On August 13, 1999, he was voted into
the position of Treasurer by the board of directors. On December 28, 2000, Mr.
Baldwin was appointed to the additional position of Secretary of LVGI. Since
April 1997, Mr. Baldwin has served as General Manager of TJ Wholesale. From
1995 to 1996, Mr. Baldwin served as General Manager of the Old Chicago Casino in
Cripple Creek, Colorado. From 1993 to 1995, Mr. Baldwin served as General
Manager of the St. Charles Riverfront Station in St. Charles, Missouri, and a
casino property owned by Station Casinos, Inc. From 1989 to 1993, Mr. Baldwin
served as Assistant General Manager of the Imperial Palace Hotel and Casino in
Las Vegas, Nevada. From 1985 to 1989, Mr. Baldwin was co-owner of Norquist
Construction Company. From 1984 to 1985, Mr. Baldwin served as General Manager
of the Nevada Palace where he was licensed to participate in the profits of the
hotel-casino. From 1978 to 1984, Mr. Baldwin was co-owner and served as General
Manager/Casino Manager of the Landmark Hotel and Casino in Las Vegas, Nevada.
From 1975 to 1978, Mr. Baldwin worked for the Nevada State Gaming Control Board
as a Senior Financial Investigative Agent. In this capacity, Mr. Baldwin
conducted and supervised major investigations throughout the United States and
Europe on behalf of the Nevada State Gaming Control Board and worked with
various federal, state and local agencies, such as the Federal Bureau of
Investigations, the Bureau of Alcohol, Tobacco and Firearms, and state and local
police departments.
Over the past twenty years, Mr. Baldwin has been active in the hotel-casino
industry. Mr. Baldwin has been licensed on four separate occasions by the
Nevada Gaming Commission and on one occasion by the Colorado gaming authorities.
In addition, Mr. Baldwin has also served as a gaming consultant to several
Native American Tribes, such as the Sault Ste. Marie Tribe of Chippewa Indians,
for the past fifteen years. Mr. Baldwin received his Bachelors of Arts in
Business Management from Biscayne College in Miami, Florida. Mr. Baldwin also
received his Bachelors of Science in Accounting and his Masters of Business
Administration from the University of Nevada-Las Vegas in 1974 and 1976,
respectively.
Rich Irvine. Mr. Irvine has been a director of Las Vegas Gaming since January
14, 2001. Mr. Irvine is currently Vice President of Sales for A.C. Coin, a
gaming company headquartered in Atlantic City, New Jersey. Mr. Irvine was
Executive Vice President of Planning and Development for GameTech from February
1999 through November 2001. Mr. Irvine was President and Chief Operating
Officer of Mikohn Gaming Corporation from July 1995 until September 1998. He
had served on the Mikohn's corporate Board of Directors since it became a
publicly traded company in late 1993. From 1993 to 1995 Mr. Irvine was Senior
Vice President - Marketing and Entertainment for Boomtown, Inc., a Reno-
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based owner and operator of casino properties in Verdi, Nevada; Las Vegas,
Nevada; Biloxi, Mississippi; and New Orleans, Louisiana. From 1991 to 1993 he
was Vice President of Marketing for worldwide Walt Disney attractions. His first
entry into the gaming industry came as Executive Vice President Worldwide Sales
and Marketing for International Game Technology (IGT), a leading manufacturer of
gaming machines. During his four-year tenure, IGT's revenues tripled. Mr. Irvine
was co-founder of Aurora Productions. During an eight-year stint there, he was
Executive Producer of such films as Heart Like a Wheel, Secret of Nihm and Eddie
and the Cruisers, and also the Broadway show The Suicide. He also served as
President and Chief Operating Officer of Straight Arrow Publishing, owners of
Rolling Stone Magazine and as Executive Vice President of Unicorn/ Sovaminco, a
U.S. - (former) U.S.S.R. joint venture. He began his career in media sales for
Time, Inc. (now Time Warner) after attending the University of Southern
California.
Michael Cane. Mr. Cane became a director of Las Vegas Gaming on July 5, 2001.
From May of 1989 to June of 2001, Mr. Cane was the President and Chief Executive
Officer of Tele-Lawyer, Inc., a Nevada Corporation that was acquired in an
exchange agreement with Legal Access Technologies, Inc., a publicly reporting
company, headquartered in Las Vegas, Nevada. At that time, Mr. Cane became the
Chairman of the Board and CEO of Legal Access Technologies and continues to act
in that capacity. Mr. Cane also maintains a law practice limited to Securities
Law in Las Vegas, Nevada with six other attorneys, under the name Cane &
Company, LLC. Mr. Cane attended the University of California, Irvine where he
graduated top in his class and received a B.A. degree in Economics (June 1975).
He then went on to receive his Jurist Doctor degree from the University of
Southern California School Of Law in May of 1978, also receiving high honors.
Among these honors were Order of the Coif, Phi Beta Kappa, Summa Cum Laude,
Dean's Honor List, Who's Who in American Colleges and Universities, Recipient of
Three University of Southern California Scholarships, The American Jurisprudence
Award in Constitutional Law and member of the University of Southern California
Law Review. He is a licensed member of the Nevada, Washington, California and
Hawaii State Bars, the U.S. Tax Court and maintains Real Estate Broker licenses
in Nevada, California and Hawaii. During the past three decades, Mr. Cane has
been a Partner with the Newport Beach Law firm of Wellman and Cane, an Associate
Professor of Business Law at the University of Hawaii, Chairman of the
Department of Financial Economics and Institutions at the University of Hawaii,
College of Business, a Professor of law at Whittier College School of Law and
Western State University School of Law and has published articles on a broad
range of legal topics, including Corporate Takeovers, Tax Sheltered Investments,
The Tax and Economic Benefits Of Structured Personal Injury Settlements, Equity
And Forfeitures In Contracts For The Sale Of Land, Default Under An Agreement Of
Sale, The Flat Tax System, and Restrictive Practices In Accreditation Of Medical
Schools. He is also the author of four books (Divorce, Taxes, Bankruptcy and
Estate Planning) in the Five Minute Lawyer books series published by Dell in May
of 1995.
Terms of Office
Company directors are elected for one-year terms until the next annual general
meeting of the shareholders or until removed from office in accordance with
company by-laws.
THE BOARD RECOMMENDS
A VOTE IN FAVOR OF THE NAMED NOMINEES
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Section 16(A) Beneficial Ownership Reporting Compliance
The following persons have failed to file, on a timely basis, the identified
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year:
Number Known Failures
of Late To File a
Name and principal position Reports Required Form
------------------------------- --------- ---------------------
Russ Roth, CEO 0 0
Gary Baldwin, Sec/Treas 1 0
Richard Irvine, Director 1 0
Michael A. Cane, Director 1 0
BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of April 8, 2002, Common Stock ownership of
the Directors of the Company, the persons known to management to be the
beneficial owners of more than five percent of the Common Stock of the Company,
and the Company's Directors and Officers as a group:
Amount of
Name and Address beneficial Percent
Title of class of beneficial owner ownership of class
- --------------- --------------------------- --------------- ------------
Common Stock Russell R. Roth
3120 South Rainbow Blvd.
Suite 204
Las Vegas, NV 89146 See table below
Common Stock Gary G. Baldwin
3120 South Rainbow Blvd.
Suite 204
Las Vegas, NV 89146 See table below
Common Stock Rich Irvine
1055 Silver Fox Circle
Reno, NV 89439 See table below
Common Stock Michael Cane
2300 W. Sahara Ave.
Suite 500
Las Vegas, NV 89102 See table below
Common Stock Ken Maul
1616 Sunridge Dr.
Las Vegas, NV 89117 See table below
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Common Stock All Officers and Directors
as a Group (4 persons) See table below
Stock ownership of officers, directors and shareholders holding more than 5% of
the outstanding shares of common stock
- --------------------------------------------------------------------------------
Partially Fully
12/31/2001 diluted diluted
COMMON OPTIONS WARRANTS TOTAL %(1) %(2)
--------- ------- -------- ---------- --------- --------
RUSS ROTH 789,177 21,500 25,000 835,677 14.32% 12.91%
GARY BALDWIN 481,933 4,400 0 486,333 8.39% 7.51%
KEN MAUL 315,940 0 0 315,940 5.46% 4.88%
MICHAEL CANE 3,500 25,000 0 28,500 0.49% .44%
RICH IRVINE 0 25,000 0 25,000 0.43% .39%
TOTAL 1,590,550 75,900 25,000 1,691,450 29.09% 26.13%
- --------------------------------------------------------------------------------
(1) Based on a denominator of 5,789,268 shares of common stock outstanding as of
December 31, 2001, plus the particular beneficial owner's issued options and
warrants that were exercisable within 60 days.
(2) Based on a denominator of 6,471,784 shares of common stock outstanding as of
December 31, 2001, plus all the issued options and warrants that were
exercisable within 60 days.
INFORMATION REGARDING THE BOARD
The Board met 5 times and the Audit and Compensation Committees met 2 times
during this fiscal year and as issues were raised signed several written
consents to action without meeting. All directors attended all board meetings
and all appropriate committee meetings.
On January 14, 2001, Mr. Richard Irvine was appointed to the Board of Directors.
On August 29, 2001, Mr. Ken Maul resigned as vice president, secretary and
director of the Company. On July 5, 2001 Mr. Michael Cane was appointed to the
Board of Directors.
The directors are not currently paid for acting as members of the board, other
than receiving stock options.
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The following table sets forth certain information as to our Chief Executive
Officer and the highest paid officers and directors for our last three fiscal
years. No other compensation was paid to any such officers or directors during
this time period.
Annual Compensation Table
-------------------------
Annual Compensation Long Term Compensation
------------------- ----------------------
All
Other Other
Annual Restricted LTIP Com-
Compen- Stock Warrants pay- pensa-
Name Title Year Salary Bonus sation Awarded & Option outs($) tion
- -------- --------- ----- ------- ------ ------- -------- --------- ------ ------
Russell Director, 1999 $0 $0 $0 0 130,000 0 0
R. Roth CEO, CFO 2000 0 47,500 0 0 46,500 0 0
and 2001 96,000 0 0 0 0 0 0
President
- --------------------------------------------------------------------------------
Gary G. Director, 1999 $21,250 $0 $15,000 0 100,000 0 0
Baldwin Secretary 2000 48,000 7,500 0 0 4,400 0 0
and 2001 84,000 25,000 0 0 0 0 0
Treasurer
- --------------------------------------------------------------------------------
Rich Director 1999 $0 $0 $0 0 0 0 0
Irvine 2000 0 0 0 0 0 0 0
2001 0 0 0 0 25,000 0 0
- --------------------------------------------------------------------------------
Michael Director 1999 $0 $0 $0 0 0 0 0
Cane 2000 0 0 0 0 0 0 0
2001 0 0 0 0 25,000 0 0
- --------------------------------------------------------------------------------
Kenneth Former 1999 $0 $0 $34,500 0 80,000 0 0
L. Maul Director 2000 0 0 $20,000 0 12,250 0 0
2001 0 0 $83,000 0 0 0 0
- --------------------------------------------------------------------------------
Mark Former 1999 $22,250 $0 $15,500 0 90,000 0 0
Valenti Director 2000 8,000 0 35,000 0 4,400 0 0
2001 0 0 0 0 0 0 0
- --------------------------------------------------------------------------------
Incentive Stock Options
In 2001, the Company issued option rights to its officers and directors under
its 2000 Stock Option Plan, including options to purchase an aggregate of 75,900
shares of Common Stock at $3.00 per share. Russell Roth received options to
purchase 21,500 shares of common stock. Gary Baldwin received options to
purchase 4,400 shares of common stock. Michael Cane and Rich Irvine each
received options to purchase 25,000 shares of common stock.
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Insider Participation in Compensation Decisions
The Company has a three member Compensation Committee made up of Russell R.
Roth, Michael Cane and Richard Irvine. Members of the Compensation Committee,
with the exception of Mr. Roth, are not salaried employees of the Company. Mr.
Gary Baldwin and Mr. Russell Roth are the only members of the Board receiving
any cash compensation from the Company. Mr. Cane and Mr. Irvine received
options to purchase 50,000 shares of the Company's Common Stock for their
services during the year ended December 31, 2001.
Board of Directors Report on Executive Compensation
The Board of Directors has no existing policy with respect to the specific
relationship of corporate performance to executive compensation. The Board has
set executive compensation at what the Board considered to be the minimal
acceptable level necessary to retain and compensate the officers of the Company
for their activities on the Company's behalf.
SELECTION OF AUDITORS
The Board of Directors selected Piercy, Bowler, Taylor & Kern, Certified Public
Accountants, as the Company's independent auditors to examine the Company's
financial statements for the fiscal year ended December 31, 2001. The
shareholders are being asked to confirm this appointment.
AUDIT FEES
The Company has been billed $36,753 for professional services rendered for the
audit of its annual financial statements for the most recent fiscal year and the
reviews of its quarterly financial statements.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were no fees billed by the Company's auditors for: (a) directly or
indirectly operating, or supervising the operation of, the Company's information
system or managing the Company's local area network; or (b) designing or
implementing a hardware or software system that aggregates source data
underlying the financial statements or generates information that is significant
to the Company's financial statements taken as a whole. As there were no fees
billed or expended for the above services, the Company's board of directors did
not consider whether such expenditures were compatible with maintaining the
auditor's independence from the Company.
FORWARD -LOOKING STATEMENTS
This proxy statement may include statements that are not historical facts.
These statements are "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995 and are based, among other things, on
the Company's current plans and expectations relating to expectations of
anticipated growth in the future and future success under various circumstances.
As such, these forward-looking statements involve uncertainty and risk.
External factors that could cause our actual results to differ materially from
our expectations include:
- - The Company's ability to develop its business plan to the extent
anticipated;
- - The public's willingness to accept the Company's games; and
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- - The Company's ability to compete successfully within the gaming industry.
Other factors and assumptions not identified above could also cause the actual
results to differ materially from those set forth in any forward-looking
statement. We do not undertake any obligation to update the forward-looking
statements contained in this proxy statement to reflect actual results, changes
in assumptions, or changes in other factors affecting these forward-looking
statements.
FUTURE STOCKHOLDER PROPOSALS
It is anticipated that the release date for Las Vegas Gaming's proxy statement
and form of proxy for its next annual meeting of shareholders will be April 15,
2003. The deadline for submittals of shareholder proposals to be included in
that proxy statement and form of proxy is 120 days prior to that date. The date
after which a notice of a shareholder proposal submitted independent of Las
Vegas Gaming's proxy statement and form of proxy is considered untimely is 45
days prior to April 15, 2003.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission, are
incorporated herein by reference:
(i) The Company's Annual Report filed on Form 10-KSB with the Commission on
April 11, 2002, for the fiscal year ended December 31, 2001;
(ii) The Company's Quarterly Reports filed on Form 10-QSB on May 15, 2001,
August 27, 2001 and November 19, 2001.
(iii) The Company's Reports filed on Form 8-K on January 31, 2001, March 9,
2001, April 4, 2001, July 20, 2001 and September 24, 2001.
The following documents, attached hereto, are incorporated herein by reference:
Exhibit Number Description
- -------------- -----------
1 Annual Report filed on Form 10-KSB
All reports and definitive proxy or information statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Proxy Statement and prior to the date of the Annual Meeting
shall be deemed to be incorporated by reference into this Proxy Statement from
the dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated in this Proxy Statement shall be
deemed to be modified or superseded for purposes of this Proxy Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference modifies or
supersedes such statement.
A copy of the documents incorporated herein by reference (excluding exhibits
unless such exhibits are specifically incorporated by reference into the
information incorporated herein) that are not presented with this document or
delivered herewith, will be provided without charge to each person, including
any beneficial owner, to whom a Proxy Statement is delivered, upon oral or
written request of any such
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person and by first-class mail or other equally prompt means. Requests should be
directed to the Corporate Secretary at the address set forth above.
WHERE YOU CAN FIND MORE INFORMATION
Las Vegas Gaming is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. Las Vegas Gaming files reports, proxy
statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the SEC's Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet website, located at
www.sec.gov, that contains reports, proxy statements and other information
regarding companies and individuals that file electronically with the SEC.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE MEETING.
By Order of the Board of Directors
/s/ Russell R. Roth
_______________________________
Russell R. Roth
CEO and Chairman
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Las Vegas Gaming, Inc.
PROXY
Annual Meeting of Shareholders
May 14, 2002
PROXY
The undersigned appoints Russell Roth of Las Vegas Gaming, Inc. with full power
of substitution, the attorney and proxy of the undersigned, to attend the annual
meeting of shareholders of Las Vegas Gaming, Inc., to be held May 14, 2002,
beginning at 1:00 p.m., Pacific Daylight Time, at Spanish Trail Country Club,
5050 Spanish Trail Lane, Las Vegas, Nevada, and at any adjournment thereof, and
to vote the stock the undersigned would be entitled to vote if personally
present, on all matters set forth in the Proxy Statement sent to Shareholders, a
copy of which has been received by the undersigned, as follows:
Please mark your votes as indicated [X] Total Number of Shares Held: _________
This proxy when properly signed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
1. For the election of the following four nominees as directors of the
Company, to serve until the next annual meeting or until their successors are
elected and qualified: Russell R. Roth, Gary Baldwin, Michael Cane and Richard
Irvine.
FOR Nominees NOT FOR Nominees
[_] [_]
2. To confirm the appointment of Piercy, Bowler, Taylor and Kern as the
Company's auditors.
FOR Appointment NOT FOR Appointment
[_] [_]
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When joint tenants hold shares,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by an authorized person. Please sign exactly as
your name appears on your stock certificate(s).
Signature(s) Dated: ________________, 2002
___________________________ ________________________________
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO MAY 7, 2002.