<PAGE>
 
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 -------------

                                   FORM 10-Q

(Mark One)

 X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

         For the Quarterly Period Ended March 31, 1997

                                      OR

___      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the Transition Period from __________________ to __________________

                        Commission file number 333-4356

                        COAST HOTELS AND CASINOS, INC.
            (Exact name of registrant as specified in its charter)

                  Nevada                            88-0345706
     (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)          identification number)

4500 West Tropicana Ave., Las Vegas, Nevada            89103
 (Address of principal executive offices)            (Zip code)

                                (702) 365-7000
             (Registrant's telephone number, including area code)

                                      None

  (Former name, former address and former fiscal year, if changed since last
   report.)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No
                                              ---    ---

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

        Shares of Common Stock outstanding as of March 31, 1997: 1,000

--------------------------------------------------------------------------------
<PAGE>
 
Item 1.  Financial Statements.



                        COAST HOTELS AND CASINOS, INC.
              (A Wholly Owned Subsidiary of Coast Resorts, Inc.)
                           CONDENSED BALANCE SHEETS
                   (amounts in thousands, except share data)
                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                                                March 31,      December 31,
                                                                   1997            1996
                                                               ----------     -------------
<S>                                                            <C>            <C> 
                                     ASSETS
CURRENT ASSETS:
    Cash and cash equivalents..........................        $   38,233     $      61,555
    Accounts receivable, net...........................             4,003             3,659
    Other current assets...............................            17,045            14,427
                                                               ----------     -------------

       TOTAL CURRENT ASSETS............................            59,281            79,641
PROPERTY AND EQUIPMENT, net............................           283,654           286,025
OTHER ASSETS...........................................             6,352             6,680
                                                               ----------     -------------
                                                               $  349,287     $     372,346
                                                               ==========     =============

                                 LIABILITIES AND
                              STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:

    Accounts payable...................................        $    6,383     $      13,479
    Accrued liabilities................................            28,636            23,864
    Construction accounts payable......................             5,634            23,517
    Current portion of long-term debt..................             7,639             6,781
                                                               ----------     -------------
       TOTAL CURRENT LIABILITIES.......................            48,292            67,641

LONG-TERM DEBT, less current portion...................           193,107           195,764
DEFERRED RENT..........................................             3,171             2,577
OTHER LIABILITIES......................................             5,685             5,686
                                                               ----------     -------------
TOTAL LIABILITIES......................................           250,255           271,668
                                                               ----------     -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
    Common Stock, $1.00 par value, 25,000 shares authorized,
    1,000 shares issued and outstanding................                 1                 1
    Additional paid - in capital.......................            95,858            95,858
    Retained earnings..................................             3,173             4,819
                                                               ----------     -------------

       TOTAL STOCKHOLDER'S EQUITY......................            99,032           100,678
                                                               ----------     -------------
                                                               $  349,287     $     372,346
                                                               ==========     =============
</TABLE>  
   The accompanying notes are an integral part of these condensed financial 
                                  statements.

                                       2
<PAGE>
 
                        COAST HOTELS AND CASINOS, INC.
              (A Wholly Owned Subsidiary of Coast Resorts, Inc.)
                      CONDENSED STATEMENTS OF OPERATIONS
              For the Three Months Ended March 31, 1997 and 1996
                            (amounts in thousands)
                                  (Unaudited)
<TABLE> 
<CAPTION> 
                                                                                   Three Months Ended
                                                                                       March 31,
                                                                         ---------------------------------------
                                                                                1997                 1996
                                                                         --------------------------------------- 
       <S>                                                                <C>                  <C> 
       OPERATING REVENUES:
           Casino...................................................     $      51,901         $      35,919
           Food and beverage........................................            15,279                 9,880
           Hotel....................................................             7,046                 3,521
           Other....................................................             4,473                 2,451
                                                                         --------------------  -----------------  
              GROSS OPERATING REVENUES..............................            78,699                51,771
           Less:  promotional allowances............................            (6,320)               (4,359)
                                                                         --------------------  -----------------  
              NET OPERATING REVENUES................................            72,379                47,412
                                                                         --------------------  -----------------  

       OPERATING EXPENSES:
           Casino...................................................            27,712                16,939
           Food and beverage........................................            12,817                 7,404
           Hotel....................................................             2,989                 1,680
           Other....................................................             3,717                 1,871
           General and administrative...............................            16,772                 9,279
           Deferred rent............................................               594                    --
           Depreciation and amortization............................             4,719                 1,760
                                                                         --------------------  -----------------  
       TOTAL OPERATING EXPENSES.....................................            69,320                38,933
                                                                         --------------------  -----------------  
                          
              OPERATING INCOME......................................             3,059                 8,479
                                                                         --------------------  -----------------  

       OTHER INCOME (EXPENSES)
           Interest expense.........................................            (6,480)               (4,306)
           Interest income..........................................                98                   963
           Interest capitalized.....................................                --                   701
           Gain on disposal of assets ..............................               829                    --
                                                                         --------------------  -----------------  
       TOTAL OTHER INCOME (EXPENSES)................................            (5,553)               (2,642)
                                                                         --------------------  -----------------  

       INCOME (LOSS) BEFORE INCOME TAX PROVISION....................            (2,494)                5,837 
                                                                         --------------------  -----------------  
       INCOME TAX (BENEFIT) PROVISION...............................              (848)                4,543
                                                                         --------------------  -----------------  
       NET INCOME (Loss)............................................     $      (1,646)        $       1,294
                                                                         ====================  =================  

       PRO FORMA DATA (reflecting change in tax status):
           Provision (benefit) for income taxes.....................              (848)               2,043
                                                                         --------------------  -----------------  
           Net income (loss)........................................     $      (1,646)        $      3,794
                                                                         ====================  ================= 
</TABLE> 

   The accompanying notes are an integral part of these condensed financial 
                                  statements.

                                       3
<PAGE>
 
                        COAST HOTELS AND CASINOS, INC.
              (A Wholly Owned Subsidiary of Coast Resorts, Inc.)
                      CONDENSED STATEMENTS OF CASH FLOWS
              For The Three Months Ended March 31, 1997 and 1996
                            (amounts in thousands)
                                  (Unaudited)
<TABLE> 
<CAPTION> 

                                                                                          Three Months Ended
                                                                                               March 31,
                                                                                   ----------------------------------
                                                                                        1997               1996
                                                                                   ---------------    ---------------
<S>                                                                                   <C>                <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)..........................................................       $   (4,719)        $    1,294
                                                                                   ---------------    ---------------
    ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH (USED IN) PROVIDED BY
      OPERATING ACTIVITIES:
       Depreciation and amortization...........................................            4,719              1,760
       Provision for bad debts.................................................              591                515
       Gain on disposal of assets..............................................             (829)                --
         Other non-cash expenses...............................................              738              2,586
       Changes in assets and liabilities:
         Net increase in accounts receivable and other assets..................           (1,948)            (1,742)
         Net increase (decrease) in accounts payable and accrued liabilities...           (2,318)             2,140
                                                                                   ---------------    ---------------
    TOTAL ADJUSTMENTS..........................................................              953              5,259
                                                                                   ---------------    ---------------
    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES........................             (693)             6,553
                                                                                   ---------------    ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures.......................................................          (20,163)           (13,682)
    Proceeds from disposal of assets...........................................            1,072                 --
    Net additions to restricted cash equivalents ..............................               --           (123,523)
                                                                                   ---------------    ---------------
    NET CASH USED IN INVESTING ACTIVITIES......................................          (19,091)          (137,205)
                                                                                   ---------------    ---------------
CASH FLOW FROM FINANCING ACTIVITIES:
    Proceeds from issuance of long-term debt,
      net of discounts and commissions.........................................               --            164,124
    Principal payments on long-term debt.......................................           (1,943)              (586)
    Proceeds from borrowings under bank line of credit.........................               --              1,045
    Principal payments on bank line of credit..................................               --            (29,200)
    Payments for debt issue costs..............................................               --               (716)
    Advances to (from) affiliates..............................................           (1,595)              (528)
                                                                                   ---------------    ---------------
    NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES........................           (3,538)           134,139
                                                                                   ---------------    ---------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...........................          (23,322)             3,487
CASH AND CASH EQUIVALENTS, at beginning of year................................           61,555             14,539
                                                                                   ===============    ===============
CASH AND CASH EQUIVALENTS, at end of period....................................       $   38,233         $   18,026
                                                                                   ===============    ===============
</TABLE> 
   The accompanying notes are an integral part of these condensed financial
                                  statements.

                                       4
<PAGE>
 
                        COAST HOTELS AND CASINOS, INC.
              (A Wholly Owned Subsidiary of Coast Resorts, Inc.)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1 - BACKGROUND INFORMATION AND BASIS OF PRESENTATION

Background Information

         Coast Hotels and Casinos, Inc. ("The Company"), a Nevada corporation,
is a wholly owned subsidiary of Coast Resorts, Inc. ("Coast Resorts"), which is
also a Nevada corporation. The Company owns and operates the following Las Vegas
hotel-casinos:

            .  Gold Coast Hotel and Casino, approximately one mile west of the
                 Las Vegas Strip on Flamingo Road.

            .  Barbary Coast Hotel and Casino, located on the Las Vegas Strip.

            .  The Orleans Hotel and Casino, located approximately one mile west
                 of the Las Vegas Strip on Tropicana Avenue.

         The Gold Coast and Barbary Coast hotel-casinos had previously been
owned and operated independently by two partnerships, Gold Coast Hotel and
Casino, a Nevada limited partnership, and Barbary Coast Hotel and Casino, a
Nevada general partnership (collectively, the "Predecessor Partnerships"). On
January 1, 1996, the partners of the Predecessor Partnerships completed a
reorganization (the "Reorganization") with Coast Resorts. Coast Resorts was
formed in September 1995 for the purpose of effecting such Reorganization of the
Predecessor Partnerships. Coast Resorts, Gold Coast and Barbary Coast were all
related through common ownership and management control.

         In the Reorganization, the partners of the Predecessor Partnerships
each transferred to Coast Resorts their respective partnership interests in the
Predecessor Partnerships in exchange for an aggregate of 1,000,000 shares of
common stock, par value $.01 per share, of Coast Resorts ("Coast Resorts Common
Stock"). Coast Resorts immediately contributed to the Company all of the assets
and liabilities of the Predecessor Partnerships other than those relating to the
Coast West Lease, which Coast Resorts contributed to Coast West, another wholly
owned subsidiary of Coast Resorts. Coast Resorts retained the liability for an
aggregate principal amount of $51.0 million in notes payable to former partners
and retained the liability for $1.5 million relating to demand notes due to a
related party (the "Exchange Liabilities"). On January 16, 1996, the Exchange
Liabilities were exchanged for 494,353 shares of Coast Resorts Common Stock,
based upon management's estimate of the fair market value of such Coast Resorts
Common Stock.

                                       5
<PAGE>
 
                        COAST HOTELS AND CASINOS, INC.
              (A Wholly Owned Subsidiary of Coast Resorts, Inc.)

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BACKGROUND INFORMATION AND BASIS OF PRESENTATION (Continued)

Basis of Presentation

         The accompanying financial statements are unaudited and have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The unaudited
financial statements should be read in conjunction with the audited financial
statements and footnotes for the year ended December 31, 1996. In the opinion of
management, all adjustments and normal recurring accruals considered necessary
for a fair presentation of the results for the interim period have been
included. The interim results reflected in the unaudited financial statements
are not necessarily indicative of expected results for the full year.


NOTE 2 - CONSTRUCTION COMMITMENTS

         In the first quarter of 1997, the Company began construction of Phase
Two of The Orleans. The project, expected to cost $35 to $40 million, will
include twelve movie theaters, a child care facility, additional restaurants,
gaming facilities and space for live entertainment. In addition, the Company
began construction in the first quarter of a new restaurant at the Barbary
Coast, estimated to cost $1.3 million. As of March 31, 1997, the Company had
expended $3.6 million and $.1 million, respectively, related to the two
construction projects.


NOTE 3 - INCOME TAXES

         Prior to the Reorganization, the Company operated as individual
partnerships which did not pay federal income taxes. The partners of the
Predecessor Partnerships were taxed on their proportionate share of each of
their respective partnership's taxable income or loss. Effective January 1, 1996
and in connection with the Reorganization, the Predecessor Partnerships were
terminated. The change in status to a "C" corporation resulted in the
recognition of net deferred tax liabilities, and a corresponding charge to
earnings through the income tax provision of approximately $2.5 million for the
quarter ended March 31, 1996. In addition, upon termination of the partnership
tax status on January 1, 1996, all undistributed earnings of the Predecessor
Partnerships were reclassified to additional paid-in capital.

         The pro forma provision for income taxes and the related pro forma net
income reflect adjustments to income taxes assuming that the recognition of net
deferred tax liabilities occurred prior to January 1, 1996.

                                       6
<PAGE>
 
                        COAST HOTELS AND CASINOS, INC.
              (A Wholly Owned Subsidiary of Coast Resorts, Inc.)
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4-ADVANCES TO COAST WEST

         The Company has agreed to provide advances to Coast West sufficient to
make payments on the Coast West Lease and other obligations, up to a maximum of
$8 million. The Coast West Lease relates to a parcel of land located in the
western area of Las Vegas to be used for future expansion opportunities. The
Coast West Lease term runs through December 31, 2055, with three 10-year renewal
options, with monthly payments of $166,667 for the year ending December 31,
1995. Thereafter the monthly rent increases by the amount of $5,000 in January
of each year. The Coast West Lease includes a put option exercisable by the
landlord requiring the purchase of the land at fair market value at the end of
the 20th through 24th years of the Coast West Lease, provided that the purchase
price shall not be less than ten times, nor more than fifteen times, the annual
rent at such time. Based on the terms of the Coast West Lease, the potential
purchase price commitment ranges from approximately $31.0 million to
approximately $51.0 in the years 2014 through 2018. As of March 31, 1997, the
Company had advanced Coast West approximately $3.1 million related to the Coast
West Lease and other obligations. Coast West is a development stage enterprise
and has no source of income and is therefore solely dependent on the advances to
be provided by the Company. There can be no assurance that Coast West will
develop a gaming property at the Coast West site, or that it will be able to
repay any advances made by the Company. Accordingly, the Company has recorded an
allowance for doubtful accounts in an amount equal to the advances for rent.

                                       7
<PAGE>
 
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (Continued)


Results of Operations

         The following table sets forth, for the periods indicated, certain
financial information regarding the results of operations of the Company:
<TABLE> 
<CAPTION> 
                                                Three Months Ended         
                                                    March 31,              
                                            --------------------------
                                                1997              1996       
                                                ----              ----       
<S>                                         <C>               <C>  
Net Operating Revenues:
Gold Coast...........................       $ 32,527          $ 35,714
Barbary Coast........................         12,461            11,698
The Orleans..........................         27,391                --
                                            --------          --------
                                            $ 72,379          $ 47,412
                                            ========          ========

Operating Income (Loss):
Gold Coast...........................       $  6,351          $  8,594
Barbary Coast........................            820               962
The Orleans..........................         (2,481)               --
Corporate Expenses...................         (1,631)           (1,077)
                                            --------          --------
                                            $  3,059          $  8,479
                                            ========          ========
</TABLE> 

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

         Net operating revenues for the Company were $72.4 million in the first
quarter of 1997 compared to $47.4 million in the first quarter of 1996, an
increase of 52.7% due to the first full quarter of operations of the Company's
newest hotel-casino, The Orleans. Operating income decreased $6.4 million to
$3.1 million in the quarter ended March 31, 1997 compared to $8.5 million in the
same quarter in 1996, primarily as a result of an operating loss of $2.5 million
at The Orleans, as well as a decline in operating income at the Gold Coast and
the Barbary Coast. The Company experienced a net loss of $1.6 million in the
first quarter of 1997 compared to net income of $1.3 million in the same period
in 1996, reflecting the net operating loss at The Orleans as well as an increase
in net interest expense of $3.7 million. As is more fully described below, The
Orleans experienced lower than expected revenues in the quarter, as well as
significant expenses which management believes are attributable to the start-up
nature of the property.

         Gold Coast. Net operating revenues at the Gold Coast were $32.5 million
for the quarter ended March 31, 1997, a decrease of 8.9% over net revenues of
$35.7 million in the first quarter of 1996. (Percentages are actual and are not
adjusted for rounding.) The decreased revenues were primarily the result of a
lower win percentage in keno and the sports book, as well as lower revenues in
most other areas which management attributes to the openings of new casinos
(including The Orleans) and expanded capacity in others. Casino revenues at the
Gold Coast were $23.8 million in the quarter ended March 31, 1997 compared to
$26.7 million in the same period in 1996, a decrease of 10.8% largely
attributable to lower

                                       8
<PAGE>
 
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (Continued)


win percentages in keno and the sports book resulting in revenue decreases of
45.4% and 68.6%, respectively. Additionally, slot revenues declined by 7.6% as a
result of lower customer wagering volume. Hotel revenues increased 4.1% over the
first quarter of 1996 as an increase in the average room rate was partially
offset by a 12.3% decrease in room occupancy. Food and beverage revenues
decreased 11.6% as a result of lower customer volume.

         Operating income at the Gold Coast was $6.4 million in the first
quarter, a decrease of 26.1% from first quarter 1996 operating income of $8.6
million. A decrease in operating expenses of 3.5% related to lower customer
volume was offset by the decrease in revenues discussed above.

         Barbary Coast. Net operating revenues at the Barbary Coast were $12.5
million in the quarter ended March 31, 1997, an increase of 6.5% over first
quarter 1996 revenues of $11.7 million. Casino revenues increased 8.1%,
primarily as a result of increased race book revenues attributable to higher
wagering volume. The race book revenues were partially offset by lower win
percentages in keno and the sports book. Food and beverage revenues decreased
8.4%, primarily as a result of lower customer volume, which management
attributes to decreased foot traffic as the January opening of the New York, New
York Hotel and Casino focused more tourist attention on the south end of the Las
Vegas Strip. Hotel and other revenues remained relatively flat compared to the
first quarter of 1996.

         Operating income at the Barbary Coast declined 14.8% in the quarter
ended March 31, 1997, primarily as a result of increased promotional and
marketing expenses related to the increased casino revenues. Other operating
expenses in the first quarter remained relatively flat compared to the first
quarter of 1996.

         The Orleans. Net operating revenues at The Orleans were $27.4 million
in the three months ended March 31, 1997, the first full quarter of operations
for the hotel-casino which opened December 18, 1996. Casino revenues were $18.1
million in the quarter, as The Orleans experienced lower than anticipated
wagering volume. Food and beverage, hotel and other revenues were also below
management expectations in the first quarter.

         First quarter operating loss at The Orleans was $2.5 million, primarily
as a result of lower than expected revenues, as well as the high payroll and
marketing costs associated with a new gaming operation.


Liquidity and Capital Resources

         The Company's principal sources of liquidity have consisted of cash
provided by operating activities and, until termination of a bank credit
facility in January 1996, bank financing. On January 30, 1996, the Company
issued $175.0 million principal amount of 13% first mortgage notes due 2002
("First Mortgage Notes"). The net proceeds from the issuance, after deducting
discounts and commissions, were approximately $164.1 million. Of

                                       9
<PAGE>
 
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (Continued)

that amount, approximately $29.2 million was used by the Company to repay all
outstanding indebtedness under the Company's revolving credit facility, which
was terminated, $19.3 million was deposited into an escrow account to fund the
Company's first two semi-annual interest payments on the First Mortgage Notes,
and approximately $114.8 million was applied to the cost of developing The
Orleans. The balance of approximately $800,000 was used to pay, in part, the
offering expenses of approximately $2.4 million. Additionally, approximately $30
million of equipment for the Orleans project was financed through a capital
leasing company. The Company is permitted by the indenture pursuant to which the
First Mortgage Notes were issued, to borrow up to an additional $20 million for
working capital purposes.

         The Company's consolidated cash requirements, in addition to debt
service on the First Mortgage Notes and equipment capital leases, include land
lease payments for its properties, ongoing maintenance capital expenditures at
its existing facilities and periodic enhancements to those facilities. The
Company's capital expenditures (exclusive of those associated with the
development and construction of The Orleans) for 1996 were approximately $6.2
million, most of which related to normal maintenance capital expenditures.
Management expects that maintenance capital expenditures for 1997 will be
approximately $7.0 million. In the first quarter of 1997, the Company began
construction of Phase Two of The Orleans. The project, expected to cost $35 to
$40 million, will include twelve movie theaters, a child care facility,
additional restaurants, gaming facilities and space for live entertainment. In
addition, the Company began construction in the first quarter of a new
restaurant at the Barbary Coast, estimated to cost $1.3 million. The Company
expects to finance the capital projects with existing cash reserves, on-going
cash from operations and, if necessary, debt and/or equity financing. No
assurance can be given that cash from operations, in combination with cash
reserves, will be sufficient for the second phase of The Orleans and the Barbary
Coast restaurant, or that debt and/or equity financing, if necessary, will be
obtainable.


Forward Looking Statements

         The statements in this Management's Discussion and Analysis which are
not historical fact are forward looking statements that are made pursuant to the
Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.
The statements are subject to risks and uncertainties, including, but not
limited to increased competition, both in Nevada and other jurisdictions,
dependence on the Las Vegas area and the Southern California region for a
majority of the Company's customers and uncertainties associated with
construction projects, including the related disruption of operations and the
availability of financing, if necessary.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

         Not Applicable

                                       10
<PAGE>
 
 .


PART II.  OTHER INFORMATION


Item 1:  Legal Proceedings.

          None.

Item 2:  Changes in Securities.

          None.

Item 3:  Defaults Upon Senior Securities.

          None.

Item 4:  Submission of Matters to a Vote of Security Holders.

          None.

Item 5:  Other Information.

          None.

Item 6:  Exhibits and Reports on Form 8-K:

          (a)  Exhibits.

               27.  Financial Data Schedule.

          (b)  Reports on Form 8-K.

               There were no reports filed on Form 8-K during the three months
          ended March 31, 1997.

                                       11
<PAGE>
 
                                  SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed
on its behalf by the undersigned thereunto duly authorized.


Date:  May 15, 1997                    COAST HOTELS AND CASINOS, INC., a Nevada
                                        corporation


                                       By:  /s/ Gage Parrish   
                                            ------------------------
                                            Gage Parrish
                                            Vice President and Chief Financial
                                             Officer

                                       12