UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K/A-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):   September 28, 2007




GLOBAL CASINOS, INC.
(Exact Name of Registrant as Specified in its Charter)



       Utah       

       0-15415       

    87-0340206    

(State or other jurisdiction
of incorporation)

Commission File
Number

(I.R.S. Employer Identification number)



5455 Spine Road, Suite C, Boulder, Colorado   80301
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:    (303) 527-2903


______________________________________________________

(Former name or former address, if changed since last report)



___

Written communications pursuant to Rule 425 under the Securities Act

___

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

___

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

___

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







   

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


      Global Casinos, Inc., (the “Company”) announced that effective September 28, 2007, it entered into Amendment No. 1 to the definitive Asset Purchase and Sale Agreement dated June 14, 2007 (the “Agreement”) with Doc Holliday Casino, LLC, a Colorado limited liability company (“Doc Holliday”), providing for the acquisition by the Company of substantially all of the tangible and intangible assets (the “Assets”) of Doc Holliday Casino, located in Central City, Colorado.  


The Amendment provides for a modification of the purchase price to be paid for the Assets of

 Doc Holliday. As amended, the Purchase Price will be a total of $2.4 million, increased by the amount, if any, of prepaid expenses paid by Doc Holliday for which Global Casinos receives economic benefit for the period after the Closing Date, and shall consist of the following:


(a)

$1.9 million in cash, including the $100,000 in Earnest Money currently deposited in escrow;


(b)

Global Casino's assumption of the Assumed Liabilities;


(c)

An aggregate of 200,000 shares of common stock of Global Casinos

 (the "Consideration Shares"). The Consideration Shares shall be "restricted securities" under the Securities Act;


(d)

The balance of the Purchase Price,  if any, shall be payable by Buyer, together with interest at the rate of eight percent (8%) per annum, in twelve equal monthly installments beginning the first day of the second month following the Closing Date.


In addition to amending the Purchase Price in accordance with the foregoing, the Amendment No. 1 extended the Termination Date of the Agreement to November 30, 2007.


A copy of the Amendment No. 1 is filed as an exhibit herewith.




ITEM 9.01 :        EXHIBITS


 

(c)

Exhibit

     
 

Item

Title

 

10.1

Amendment No. 1 to Asset Purchase and Sale Agreement dated June 14, 2007

     


     
     




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SIGNATURES


       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 thereunto duly authorized.


   

Global Casinos, Inc

(Registrant)

       
 

Dated:  October 1, 2007    

 

/s/ Clifford L. Neuman_______________

Clifford L. Neuman, President




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AMENDMENT NO. 1 TO


ASSET PURCHASE AND SALE AGREEMENT


DATED JUNE 14, 2007



THIS AMENDMENT NO. 1 to Asset Purchase and Sale Agreement is made and entered into this 28 th day of September, 2007, by and among GLOBAL CASINOS, INC. a Utah corporation ("Global"); and DOC HOLLIDAY CASINO, LLC, a Colorado limited liability company (“Doc Holliday”).


WITNESETH:


WHEREAS , the parties executed and delivered a certain Asset Purchase and Sale Agreement dated as of June 14, 2007 (the “Agreement”); and


WHEREAS , the parties desire to modify and amend certain provisions of the Agreement in the particulars herein below set forth.


NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained the parties agree as follows:


1.

Section 3.2 of the Agreement is hereby amended in its entirety to provide the following:


3.2

    Purchase Price.

      The Purchase Price for the Assets (the “Purchase Price”) shall be

$2.4 million, increased by the amount, if any, of prepaid expenses paid by Seller for which Buyer receives economic benefit for the period after the Closing Date, and shall consist of the following:


(a)

$1.9 million in cash, including the Earnest Money;


(b)

Buyer's assumption of the Assumed Liabilities;


(c)

An aggregate of 200,000 shares of common stock of Buyer (the "Consideration Shares"). The Consideration Shares shall be "restricted securities" under the Securities Act and  the certificate evidencing same shall bear the following restrictive legend:


The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Act") and are "restricted securities" as that term is defined in Rule 144 under the Act.  The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.


(d)

The balance of the Purchase Price,  if any, shall be payable by Buyer, together with interest at the rate of eight percent (8%) per annum, in twelve equal monthly installments beginning the first day of the second month following the Closing Date.






2.

Section 3.3 of the Agreement is hereby amended in its entirety to provide the following:


3.3

        The entire Purchase Price to be paid by Buyer to Seller for the Assets shall be paid as

 follows:


(a)

The Earnest Money of $100,000 heretofore been paid by Buyer shall be released from Escrow and paid to Seller;


(b)

The balance of $1,800,000 shall be payable by Buyer to Seller in cash or certified funds ;


(c)

The Assumed Liabilities shall be paid by Buyer in the ordinary course of business.


(d)

The Consideration Shares shall be issued and delivered to Seller at Closing.

 

(e)

The balance of the Purchase Price shall be payable in twelve equal monthly installments following the Closing Date.

  


3.

Section 3.4 of the Agreement is deleted in its entirety.


4.

Section 3.5 of the Agreement is deleted in its entirety.


5.

Section 3.7 of the Agreement is deleted in its entirety.


6.

Section 4.3 of the Agreement is amended in its entirety to provide the following:


4.3

     Effective Date of Closing.   Notwithstanding the actual time and place of Closing, the

 parties stipulate and agree that the Effective Date of the sale and purchase of the Assets shall be the Closing Date.


7.

Section 9.1(b) of the Agreement is amended in its entirety to provide the following:


9.1(b)    By either Buyer or Seller, if for any reason the parties have failed to close the

 transactions contemplated by this Agreement on or before November 30, 2007, provided that the party seeking to terminate is not in material default hereunder.


8.

This Amendment may not be construed to amend the Agreement in any way except as expressly set forth herein.  The execution and delivery of this Amendment does not constitute and this Amendment may not be construed to constitute a waiver by any party of:


a.

Any breach of the Agreement by any party, whether or not such breach is now existing or currently known or unknown to the non-breaching party or parties; or


b.

Any right or remedy arising from or available to a party by reason of a breach of the  Agreement by any other party or parties.



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9.

The parties hereby confirm that the Agreement, as amended by this Amendment, is in full force and effect.  In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment shall control.


10.

Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Agreement.



IN WITNESS WHEREOF , the parties have signed the Agreement the date and year first above written.


GLOBAL CASINOS, INC.

a Utah corporation  




/s/ Clifford L. Neuman

Name:  Clifford L. Neuman

Title:  President


DOC HOLLIDAY CASINO, LLC. ,

a Colorado limited liability corporation  



/s/  Fedele V. Scutti

Name: Fedele V. Scutti

Title:  Member






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