-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L6uPxjBGOtj1wOOKIPB4wHmIjYf230AXmSYgP6AajH0VxwNc7LS8jSGWzrpgHqGx 9TvoPSN0sqLEH2PEDMFOPg== 0001117768-08-000031.txt : 20080208 0001117768-08-000031.hdr.sgml : 20080208 20080208165954 ACCESSION NUMBER: 0001117768-08-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080204 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20080208 DATE AS OF CHANGE: 20080208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAS VEGAS GAMING INC CENTRAL INDEX KEY: 0001103993 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 880392994 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30375 FILM NUMBER: 08590009 BUSINESS ADDRESS: STREET 1: 4000 WEST ALI BABA LANE STREET 2: SUITE D CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 702-871-7111 MAIL ADDRESS: STREET 1: 4000 WEST ALI BABA LANE STREET 2: SUITE D CITY: LAS VEGAS STATE: NV ZIP: 89118 8-K 1 mainbody.htm MAINBODY mainbody.htm
UNITED STATES
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):
February 4, 2008
 
Las Vegas Gaming, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
000-30375
88-0392994
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
     
4000 W. Ali Baba Lane Suite D, Las Vegas, Nevada
  
89118
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code:
702-871-7111
   
Not Applicable
(Former name or former address, if changed since last report.)

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):




 

 

 
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SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
 
Item 4.02  Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
 
On February 4, 2008, management and the Audit Committee of the Board of Directors of Las Vegas Gaming, Inc. (the “Company”) determined, in consultation with the Company’s full Board of Directors, that the following financial statements of the Company contain material errors and, therefore, should no longer be relied upon:

(1)           the Company’s audited consolidated financial statements in the Annual Reports on Forms 10-KSB for the years ended December 31, 2005 and 2006; and

(2)           the Company’s unaudited consolidated financial statements in the Quarterly Reports on Forms 10-QSB for the periods ended September 30, 2005; March 31, June 30 and September 30, 2006; and March 31, June 30 and September 30, 2007.

Management has determined that the Company incorrectly recorded warrants granted to CAMOFI Master LDC (“CAMOFI”) with an associated registration rights agreement as paid-in capital which should have been recorded as a derivative liability in accordance with paragraphs 14-18 of EITF 00-19.  In addition, the Company incorrectly calculated the beneficial conversion feature of the convertible debt held by CAMOFI, which resulted in errors in the Company’s financial statements for the foregoing periods.  Management has not yet completed its determination of the effect of these errors on the Company’s financial statements but believes it was material.

Management has also discovered errors related to the valuation of its stock based compensation, where, since January 2006, the Company has been incorrectly calculating its stock based compensation by valuing its Common Stock Series A at the same price as its Series E Convertible Preferred Stock and by using a 1% volatility assumption rather than using a 30% volatility assumption for the valuation of stock options, warrants and stock bonuses that were issued.  All Common Stock Series A transactions in 2006 and 2007 should have been valued at $2 per share based upon the last sales of Common Stock Series A by the Company in November 2005 instead of $5 per share which was the price of the Series E Convertible Preferred Stock.  The Company has been unable to raise additional capital under Common Stock Series A at any price higher than $2 per share, and any trading in Common Stock Series A in 2006 and 2007 has predominately occurred at $2 per share.  Management also determined that it incorrectly accounted for a debt modification under EITF 96-19 in connection with the September 28, 2007 refinancing of the Company’s senior secured convertible note in favor of CAMOFI, where the balance of the note was increased by $250,000.  The Company expensed the $250,000 additional balance of the note as the loss on a debt extinguishment.  However, management has since determined that it should have accounted for the $250,000 as the cost of a debt modification and included it with interest expense.

The Company’s Chief Financial Officer and Audit Committee have discussed these matters with Piercy, Bowler, Taylor & Kern, the Company’s independent registered public accounting firm.


 
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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 hereunto duly authorized.
 
 
LAS VEGAS GAMING, INC.
   
   
Date:  February 8, 2008
By:
/s/ Bruce A. Shepard
   
Bruce A. Shepard
Chief Financial Officer
     
 
 
 
 

 
 
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