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
Date of Report: June 13, 2002 Commission File No.: 0 - 21991
- ---------------------------------- ------------------------------
(Date of earliest event reported):
Advanced Gaming Technology, Inc.
-------------------------------------------
(Exact name of registrant as specified in its charter)
Wyoming 98-0152226
- ------------------------------- ------------------------
(State or other jurisdiction of (IRS Identification No.)
incorporation or organization)
24165 IH 10 West - - Suite 24165, San Antonio, Texas 78257
----------------------------------------------------------
(Address of principal executive offices)
(210) 697-8550
------------------------
(Issuer telephone number)
N/A
-----------------------------------------
(Former name, if changed since last report)
P.O. BOX 46855 LAS VEGAS, NEVADA 89114
--------------------------------------------
(Former address, if changed since last report)
Item 1. Changes in Control of Registrant
On June 12, 2002, all 11,909,750 Registrant's common shares owned by
Daniel H. Scott (representing approximately 56% of the total outstanding) were
acquired by PowerHouse Management, Inc. ("PowerHouse"). As a consequence of such
purchase;
(1) 21,430,587 shares of Registrant's stock are outstanding, 11,909,750 of
which are owned by PowerHouse and its principals.
(2) Through PowerHouse, the following indirectly control 5% or more of the
outstanding shares of the Registrant:
(a) Gary L. Cain 7,939,833 shares (66% of 11,909,750 shares)
(b) Bruce M. Arinaga 3,969,917 shares (33% of 11,909,750 shares)
(3) The prior directors and/or officers, Daniel H. Scott and Robert L.
Hunziker, resigned from such capacities effective June 7, 2002. Gary L.
Cain and Bruce M. Arinaga were elected directors on that date. The
following persons, also effective June 12, 2002, were elected officers of
Registrant as follows:
Gary L. Cain Chief Executive Officer
Bruce M. Arinaga President, Secretary and Treasurer
William H. Burton Vice- President
Biographies of such Directors and Officers follow:
(1) GARY L. CAIN
MR. CAIN currently serves as CEO and Director the PowerHouse as well as several
publicly traded companies. He is an executive officer with over 25 years of
management, leadership and business experience, including business startups,
reorganizations, mergers and acquisitions. Since 1976, Mr. Cain has been
involved in the design, development and management of over one hundred thousand
acres of residential and commercial property, over one million square feet of
commercial developments, including office buildings, shopping centers,
apartments, condominiums, hotels and motels. His responsibilities have included
executive responsibility of public companies, business and marketing plan
development, strategic planning, finance, budgeting, sales development and
selection and placement of key management personnel. He has assisted companies
from start up to expansion, including mergers and acquisitions, capital
structure and finance.
(2) BRUCE M. ARINAGA
MR. ARINAGA currently serves as President of Powerhouse. Prior to Powerhouse,
Mr. Arinaga was Managing Director of Zero-G Capital Fund LLC, a private equity
firm where he remains a minority shareholder and where he was involved in a
number of early stage technology and healthcare companies. From 1997-2000, Mr.
Arinaga was President of CrossWater Capital LLC and CrossWater Properties
Corporation, which were involved in investments and corporate finance
transactions in excess of $300 million in technology, healthcare and service
companies, as well as real estate. From 1993-1996, he was President and Chief
Operating Officer of an international private investment company based in
Vancouver, B.C., where he expanded the company's activities in Vancouver,
Toronto, the United States and Asia. He was responsible for overseeing over 30
employees and involved in corporate private and public equity and real estate
investments and developments with a value exceeding over $800 million. He was
the second largest shareholder of the company. Prior to that, Mr. Arinaga had
founded Pacific Alliance Group Ltd., which was involved in over $500 million of
real estate and corporate investments and where he was involved in the IPO of
two companies. Prior to Pacific Alliance Group, Mr. Arinaga was Vice President
at Venture Capital Hawaii Ltd. where he was responsible for industrial corporate
acquisitions and venture capital investments for Japanese investors. Prior to
that, Mr. Arinaga held senior positions at Prudential Insurance Company of
America and NHP, Inc., where he was involved in investments and acquisitions
exceeding over $1.5 billion. Mr. Arinaga was also a certified public accountant
with Arthur Young & Company in their Woodland Hills, CA office. Mr. Arinaga
holds a Bachelor of Science in Business from the University of Southern
California and a Masters in Business Administration and Finance from New York
University.
(3) WILLIAM H. BURTON
Mr. Burton currently serves as Vice President of PowerHouse and heads the
company's division of technology services. Mr. Burton is a technology specialist
with over 20 years of experience. From 1997 to 2002, he was an Operations
Manager and Project Manager for Bank of America's Global, Corporate and
Investment Bank, and has experience in managing people, and supporting trading
and clearing systems. He was also responsible for the consolidation and
relocation of BankAmerica GCIB and NationsBank Capital Markets clearance systems
from San Francisco, California to Charlotte, North Carolina. From 1995 to 1997,
Mr. Burton was responsible for relocating the NationsBank Capital Markets Back
Office technology infrastructure from Atlanta to Charlotte. From 1993 to 1995,
Mr. Burton was part of a technical team that designed, prototyped, and
implemented a complex workstation solution that met the Commercial Bank's
business requirements of both Banking Centers and the NationsBank WAN. From 1992
to 1993, Mr. Burton was an Information Analyst with Duke Power. From 1982 to
1992, Mr. Burton held various Marketing, Programming, and Systems Analysis
positions for International Business Machines. Mr. Burton received his Bachelor
of Science in Computer Science in 1982 from Virginia Tech. Other certifications
include Microsoft Certified Product Specialist, 1996, Novell Master CNE (MCNE),
1995, Novell Enterprise CNE (ECNE), 1992, and Novell Certified Netware Engineer
(CNE), 1991.
SIGNATURES
Pursuant to the requirement 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.
Date: June 11, 2002 By: /s/ Gary L. Cain
--------------------------------------
Gary L. Cain, Chief Executive Officer