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 (date of earliest event reported):
October
17, 2007
NEVADA
GOLD & CASINOS, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
1-15517
|
|
88-0142032
|
|
(State
or other jurisdiction of incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
3040
Post Oak Blvd., Suite 675
Houston,
Texas
|
|
77056
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(713)
621-2245
(Registrant's
telephone number, including area code)
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Item
5.03. Amendment to Articles of Incorporation of Bylaws, Changes in Fiscal
Year
On
October 15, 2007, at the 2007 annual meeting of shareholders of Nevada Gold
& Casinos, Inc. (the “Company”) held in Houston, Texas, the Company’s
shareholders approved an amendment to the Company’s Restated Articles of
Incorporation to increase the number of authorized shares of the Company’s
common stock from twenty five million (25,000,000) shares to fifty million
(50,000,000) shares at a par value of $0.12.
The
amendment does not affect the number of authorized shares of the Company’s
preferred stock. The effective date of the amendment was October 17, 2007 when
the amendment was filed with the Nevada Secretary of State.
A
copy of
the Certificate of Amendment to the Restated Articles of Incorporation is
incorporated herein by reference as Exhibit 3.1.
Item
9.01. Financial Statements and Exhibits.
|
|
(d)
|
Exhibits.
The following exhibits are furnished as part of this current Report
on Form 8-K:
3.1
Certificate of Amendment to the Restated Articles of Incorporation
of
Nevada Gold & Casinos, Inc.
|
SIGNATURE
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 who is
duly authorized.
|
|
|
|
|
|
NEVADA
GOLD & CASINOS, INC.
|
|
|
|
|
|
Date:
October 17, 2007
|
By:
|
/s/
James J. Kohn
|
|
|
James
J. Kohn
|
|
|
Chief
Financial Officer
|
|
Item
|
Exhibit
|
|
3.1
|
Certificate
of Amendment to the Restated Articles of Incorporation of Nevada
Gold
& Casinos, Inc.
|
EXHIBIT
3.1
CERTIFICATE
OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
FOR
NEVADA PROFIT CORPORATIONS
(PURSUANT
TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1.
NAME
OF CORPORATION:
Nevada
Gold & Casinos, Inc.
2.
THE
ARTICLES OF INCORPORATION HAVE BEEN AMENDED AS FOLLOWS (provide article numbers,
if applicable):
Article
Four
.
The
Corporation shall have authority to issue an aggregate of Fifty-Five Million
(55,000,000) shares of capital stock. The authorized shares of the Company
are
divided into two classes, Common Stock and Preferred Stock.
Fifty
million (50,000,000) shares of common stock are authorized having a par value
of
twelve cents ($0.12) per share and will be voting stock.
Five
million (5,000,000) shares of preferred stock, which may be issued in one or
more series, are authorized having a par value of $0.001 per share. Shares
of
Preferred Stock of the Company may be issued from time to time in one or more
classes or series, each of which class or series shall have such voting powers,
full or limited, or no voting powers, and such designations, preferences and
relative, participating optional or other special rights and such
qualifications, limitation or restrictions thereof, as shall be stated in a
resolution or resolutions providing for the issues of such class or series
of
Preferred Stock as may be adopted from time to time by the Board of Directors
prior to the issuance of any shares thereof pursuant to the authority hereby
expressly vested in it, all in accordance with the laws of the State of
Nevada.
No
holder
of shares of capital stock of the Corporation shall be entitled, as such, to
any
preemptive or preferential right to subscribe to any unissued stock or any
other
securities, which the Corporation may now or thereafter be authorized to issue.
No holder of shares of capital stock of the Corporation shall be entitled,
as
such, to any preemptive or preferential right to subscribe to any unissued
stock
or any other securities, which the Corporation may now or thereafter be
authorized to issue.
The
Corporation’s capital stock may be issued and sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that such
consideration so fixed is not less than par value. Upon the determination of
the
Board of Directors, the shares of stock owned by any shareholder may be redeemed
by the Company if the ownership of stock of the Company by such shareholder
prevents the issuance or renewal of any gaming license which the Company or
any
of its subsidiaries or affiliates may have. At the determination of the Board
of
Directors, the shareholder’s stock may be redeemed at cost or market, whichever
is less.
4.
Effective Date of Filing: 10/17/2007
5.
Officer Signature: /s/ Ernest East, Secretary