** **

**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

**FORM 10-KSB / A**

** **

| **ý       Annual  Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934** |
|--------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                 |
| **For the fiscal year ended: December  31, 2002**                                                                                    |
|                                                                                                                                 |
| **o       Transition Report Pursuant to Section 13 or  15(d) of the Securities Exchange Act of 1934**       |
|                                                                                                                                 |
| **Commission file number 0-20630**                                                                                                   |
|                                                                                                                                 |
| **FULL HOUSE RESORTS, INC.**                                                                                                         |
| (Name of Small Business Issuer in Its Charter)                                                                                       |
|                                                                                                                                 |   |   |
| **Delaware**                                                                                                                         |   | **13-3391527** |
| (State or Other Jurisdiction of  Incorporation or Organization)                                                                      |   | (I.R.S. Employer  Identification No.) |
|                                                                                                                                 |   |   |
| **4670  South Fort Apache Road, Suite 190, Las Vegas, Nevada 89147**                                                                 |
| (Address and zip code of principal executive  offices)                                                                               |
|                                                                                                                                 |
| **(702)  221-7800**                                                                                                                  |
| (Issuer’s Telephone Number, Including Area Code)                                                                                |
|                                                                                                                                 |
| Securities registered under Section 12(b) of the  Exchange Act:                                                                      |
|                                                                                                                                 |
| **None**                                                                                                                             |   | **None** |
| (Title of Each Class)                                                                                                                |   | (Name of Each Exchange  on Which Registered) |
|                                                                                                                                 |   |   |
| Securities registered under Section 12(g) of the  Exchange Act:                                                                      |
|                                                                                                                                 |
| **Common  Stock, $.0001 per Share**                                                                                                  |
| (Title of class)                                                                                                                     |

 

Check whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes ý  No o

 

Check if there is no disclosure of delinquent filers in response toItem 405 of Regulation S-B contained in this form, and no disclosure will becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form10-KSB or any amendment to this Form 10-KSB. ý

 

State issuer’s revenues for its most recent fiscal year:  $4,817,681*.*

 

The aggregate market value of registrant’s voting $.0001 par valuecommon stock held by non-affiliates of the registrant, as of April 23, 2003,was: $2,404,568.

 

The number of shares outstanding ofregistrant’s $.0001 par value common stock, as of April 23, 2003, was10,340,380 shares.

 

 

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**EXPLANATORYNOTE REGARDING AMENDED 10-K**

 

We are filing this Amendment No. 1 on Form10-KSB/A to our Annual Report on Form 10-KSB, which was originally filed withthe Securities and Exchange Commission on March 28, 2003, solely to include theinformation required by Part III. This information was to be incorporated byreference into the originally filed Form 10-KSB but will not be because we willnot be filing our annual meeting proxy statement with the Securities andExchange Commission within 120 days of our fiscal year end.

 

**Part III**

 

**9.****                                     ****Directors, Executive Officers, Promoters and Control Persons; Compliancewith Section 16(a) of the Exchange Act.**

 

Thenames, ages and positions of all directors and executive officers of Full Houseas of April 23, 2003 are listed below, followed by a brief account of theirbusiness experience during the past five years.

 
| **Name**               |   | **Age** |   | **Positions**                                                   |
|------------------------|--------|---------|--------|-----------------------------------------------------------------|
|                   |   |    |   |                                                            |
| William  P. McComas    |   | 76      |   | Chairman  and Chief Executive Officer                           |
|                   |   |    |   |                                                            |
| Lee  A. Iacocca        |   | 78      |   | Director                                                        |
|                   |   |    |   |                                                            |
| Michael  P. Shaunnessy |   | 49      |   | Director,  Executive Vice President and Chief Financial Officer |
|                   |   |    |   |                                                            |
| Megan  G. McIntosh     |   | 47      |   | Secretary                                                       |

 

**William P. McComas** has been one of our directors since November1992.  He served as interim President ofFull House Resorts between October 7, 1997 and April 9, 1998 and becameChairman of the Board and Chief Executive Officer on March 5, 1998.  He has been President of McComas Properties,Inc., a California real estate development company, since January 1984.  Mr. McComas and companies controlled by himhave owned or developed several hotels and resorts, including Marina BayResort, Fort Lauderdale, Florida; Ocean Colony Hotel and Resort, Half Moon Bay,California; Residence Inn by Marriott, Somers Point, New Jersey; and fiveHoliday Inns located in Des Moines, Iowa; San Angelo, Texas; Suffern, New York;Niagara Falls, New York; and Fort Myers, Florida.

 

**Lee A. Iacocca** has been one of our directors since April1998.  In 1997, he founded EV GlobalMotors, to design, market and distribute the next generation of electricvehicles.  Mr. Iacocca is former ChiefExecutive Officer and Chairman of the Board of Directors of ChryslerCorporation, retiring from those positions in 1992.  He retired as a Chrysler Director in September 1993 and continuedto serve as a consultant to Chrysler until 1994.  He is Chairman of the Iacocca Foundation, a philanthropicorganization dedicated to educational projects and the advancement of diabetesresearch, and is Chairman of the Committee for Corporate Support of JoslinDiabetes Foundation.  Mr. Iacocca isalso Chairman Emeritus of the Statue of Liberty - Ellis Island Foundation andserves on the Advisory Board of Reading Is Fundamental, the nation’s largestreading motivation program.

 

**Michael P. Shaunnessy**was became one of our directors on March 16,2001.  He joined us in July 1998 asExecutive Vice President and Chief Financial Officer. Mr. Shaunnessy has over15 years experience in the gaming industry. From 1995 to 1998 he was Vice President – Finance and Chief AccountingOfficer of Primadonna Resorts, Inc.  Hewas with Aztar Corporation from 1983 to 1995, serving in senior financialpositions at properties in New Jersey and Nevada. Mr. Shaunnessy received hisMaster of Science in Business Administration in Accountancy from NorthernIllinois University in DeKalb, Illinois.

 

**Megan G. McIntosh**has been employed by Full House since December 1,1994 and has been the Secretary of Full House since November 20, 1995.

 

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Section16(a) of the Securities Exchange Act of 1934 requires our directors andexecutive officers, and persons who own more than ten percent of ouroutstanding common stock, to file with the SEC initial reports of ownership andreports of changes in ownership of common stock.  These persons are required by SEC regulation to furnish us withcopies of all such reports they file.

 

Toour knowledge, based solely on a review of the copies of such reports furnishedto us and written representations that no other reports were required, webelieve that all required Section 16(a) reports were timely filed in 2002.

 

**10.****                              ****Executive Compensation.**

 

Thefollowing table sets forth the annual compensation paid or accrued by us forservices rendered during each year presented, for our Chief Executive Officerand Chief Financial Officers, collectively known as the Named ExecutiveOfficers, for services in all capacities to us and our subsidiaries.  No other executive officer received over$100,000 in annual salary and bonus in 2002.

 

**SummaryCompensation Table**

 
|                             |     |                    |       |                                                 |    |                                |   | **Long-Term  Compensation** |   |
|----------------------------------|----------|-------------------------|------------|------------------------------------------------------|---------|-------------------------------------|--------|-----------------------------|--------|
|                             |     |                    |       |                                                 |    |                                |   |                        |
|                             |     | **Annual Compensation** |       | **Number of****Securities****Underlying****Options** |    |
|                             |     |                    |       |                                                 |    | **Other****Annual****Compensation** |   |                        |
| **Name****Principal Position**   |     |                    |       |                                                 |    |                                |   |
|                             | **Year** |                    | **Salary** |                                                 |    |                                |
|                             |     |                    |       |                                                 |    |                                |   |                        |   |
| William P. McComas, Chairman     |     | 2002                    |       | $                                                    | 250,000 |                                | -0-    |                        | -0-    |   |
| and Chief Executive Officer      |     | 2001                    |       | 250,000                                              |    | -0-                                 |   | -0-                         |   |
|                             |     | 2000                    |       | 250,000                                              |    | -0-                                 |   | -0-                         |   |
|                             |     |                    |       |                                                 |    |                                |   |                        |   |
| Michael P. Shaunnessy, Executive |     | 2002                    |       | $                                                    | 250,000 |                                | $      | -0-                         |   | -0- |   |
| V.P. and Chief Financial Officer |     | 2001                    |       | 200,000                                              |    | -0-                                 |   | -0-                         |   |
|                             |     | 2000                    |       | 200,000                                              |    | 50,000                              |   | -0-                         |   |
|                                  |          |                         |            |                                                      |         |                                     |        |                             |        |  |  |

 

**Stock Options**

 

**Option GrantsIn Last Fiscal Year**

 

Wedid not grant any options to purchase common stock to the Named ExecutiveOfficers during 2002.

 

**AggregatedOption/SAR Exercises in Last Fiscal Yearand Fiscal Year-End Option/SAR Values**

 

Thefollowing table sets forth certain information concerning the fiscal year-endvalue of the unexercised stock options held by the Named ExecutiveOfficers.  No options were exercised bysuch officers in 2002.

 
| **Name**              |   | **Number of Securities Underlying  Unexercised Options at 2001  Fiscal Year End** |   | **Value of   Unexercised In the  Money Options at 2001 Fiscal  Year End (1)** |   |
|-----------------------|--------|-----------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------|--------|
|                  |   | **Exercisable**                                                                   |   | **Unexercisable**                                                                  |   | **Exercisable** |   | **Unexercisable** |   |
| William P. McComas    |   | 250,000                                                                           |   | -0-                                                                                |   | -0- |   | -0- |   |
| Michael P. Shaunnessy |   | 176,000                                                                           |   | -0-                                                                                |   | -0- |   | -0- |   |

 

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**(1)****                                **Basedupon the market value of the underlying securities at December 31, 2002 of$0.51, minus the exercise price of “in-the-money” options.

 

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**Employment Agreement**

 

In January 2002, weentered into an employment agreement with Michael P. Shaunnessy, our chieffinancial officer. The agreement provides that during the two-year term Mr.Shaunnessy will be paid a salary of $250,000 and shall participate in suchbenefits plans and bonus plans as we provide to other executives. In the eventhe is terminated without cause or he terminates his employment for good reason,each as defined in the agreement, we will continue to pay his salary, benefitsand bonus until January 1, 2004. In the event there is a change of control, weare obligated to pay Mr. Shaunnessy cash in the amount of one year’s salary.

 

**Stock Option Plans**

 

We previously adopted our1992 Incentive Plan, which was amended in 1999. We are no longer able to issueincentive awards under this plan. As of December 31, 2002 we had options topurchase 586,000 shares of our common stock outstanding under this plan.

 

**Director Compensation**

 

We do not compensate ourDirectors.

 

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**11.****                              ****Security Ownership of Certain Beneficial Owners and Management**.

 

The following table setsforth, as of April 23, 2003, information with respect to the beneficialownership of the Common Stock by (i) each person known by Full House tobeneficially own more than 5% of the outstanding shares of Common Stock, (ii)each director of Full House, (iii) the executive officers of Full House namedin the Summary Compensation Table, and (iv) all directors and executiveofficers of Full House as a group.

 
| **Name and  Address of Beneficial Owner**                                                        |   | **Number of Shares  Owned** |   | **Percentage of Class  Outstanding** |   |
|--------------------------------------------------------------------------------------------------|--------|-----------------------------|--------|--------------------------------------|--------|
| *Common  Stock:*                                                                                 |   |                        |   |                                 |   |
| William P. McComas (2)                                                                           |   | 2,058,537                   | (3)    | 19.4                                 | %      |
| Lee A. Iacocca (2)                                                                               |   | 1,381,471              | (3)(4) | 13.0                                 | %      |
| LKL Family Limited Partnership10900 Wilshire Boulevard, Suite 310  Los Angeles, California 90024 |   | 1,056,471                   |   | 10.2                                 | %      |
| Michael P. Shaunnessy (2)                                                                        |   | 176,000                     | (3)    | 1.7                                  | %      |
| Allen E. Paulson Living Trust6001 Clubhouse DriveP. O. Box 9660Rancho Santa Fe, California 92067 |   | 3,181,500                   | (5)    | 30.8                                 | %      |
| All Officers and Directors as a  Group (4 Persons)                                               |   | 3,626,008                   | (6)    | 32.7                                 | %      |
|                                                                                             |   |                        |   |                                 |   |
| *Preferred  Stock:*                                                                              |   |                        |   |                                 |   |
| William P. McComas (2)                                                                           |   | 350,000                     |   | 50.0                                 | %      |
| H. Joe Fraizer  2420 Sea Island Dr.  Ft. Lauderdale, Florida 33301                               |   | 350,000                     |   | 50.0                                 | %      |

 

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(1)                                  Shares are considered beneficially owned, forpurposes of this table only, if held by the person indicated as beneficialowner, or if such person, directly or indirectly, through any contract,arrangement, understanding, relationship, or otherwise, has or shares the powerto vote, to direct the voting of and/or dispose of or to direct the dispositionof, such security, or if the person has a right to acquire beneficial ownershipwithin 60 days, unless otherwise indicated in these footnotes.  Any securities outstanding which are subjectto options or warrants exercisable within 60 days are deemed to be outstandingfor the purpose of computing the percentage of outstanding securities of theclass owned by such person, but are not deemed to be outstanding for the purposeof computing the percentage of the class owned by any other person.

 

(2)                                  The address for Messrs. McComas, Iacocca, andShaunnessy and is c/o Full House Resorts, 4670 South Fort Apache Road, Suite190, Las Vegas, Nevada  89147

 

(3)                                  Includes options to purchase 250,000, 325,000, and176,000 shares of Common Stock for Messrs. McComas, Iacocca, and Shaunnessy,respectively.

 

(4)                                  Includes 1,056,471 shares held by the LKL FamilyLimited Partnership of which Lee A. Iacocca is the General Partner.

 

(5)                                  Mr. Michael Paulson and Mr. Nick Diaco aretrustees of the Allen E. Paulson Living Trust.

 

(6)                                  Includes 761,000 shares of Common Stock which maybe purchased upon exercise of currently exercisable options.

 

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**EQUITY COMPENSATION PLAN INFORMATION**

 

The following table providesinformation as of December 31, 2002 with respect to compensation plans(including individual compensation arrangements) under which our equitysecurities are authorized for issuance.

 
|                                                            |   | **Equity Compensation  Plan Information**                                                                           |   |
|-----------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------|--------|
| **Plan Category**                                               |   | **Number of  securities to  be issued upon exercise  of outstanding options,  warrants and rights  (in thousands)** |   | **Weighted-average  exercise price of  outstanding options,  warrants and rights** |   | **Number of  securities  remaining available for  future issuance under  equity compensation  plans (excluding  securities reflected in  column (a)  (in thousands)** |   |
|                                                            |   | **(a)**                                                                                                             |   | **(b)** |   | **(c)** |   |
| Equity  compensation plans approved by security holders         |   | 761,000                                                                                                             |   | $ | 2.72 |   | None |   |
| Equity  compensation plans not approved by security holders (1) |   | 150,000                                                                                                             |   | 2.25 |   | None |   |
| Total                                                           |   | 911,000                                                                                                             |   | $ | 2.65 |   | None |   |

 

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(1)          Options to purchase150,000 shares of our common stock were issued in 1994 to a consultant.  These options are exerciseble at $2.25 pershare, and expire June 1, 2004.

 

**12.****                              ****Certain Relationships and Related Transactions**.

 

None

 

**13.****                              ****Exhibits and Reports on Form 8-K.**

 

In addition to the Exhibits listed in our Annual Report on Form 10-KSB filed March 28, 2003, the following exhibits are filed herewith:

 
| **Exhibit  Number** |   | **Description**                                                                               |
|---------------------|--------|-----------------------------------------------------------------------------------------------|
|                |   |                                                                                          |
| 99.1                |   | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
|                |   |                                                                                          |
| 99.2                |   | Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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**SIGNATURES**

 

In accordance with Section13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has causedthis Report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 

 
|                        | FULL HOUSE RESORTS, INC. |
|-----------------------------|--------------------------|
|                        |
|                        |
| Date:  April 29,  2003 | By:                      | /s/ WILLIAM P. MCCOMAS |
|                        |                     | William P. McComas, CEO |
|                             |                          |  |  |

 

In accordance with theSecurities Exchange Act of 1934, this Report has been signed below by thefollowing persons on behalf of the Registrant and in the capacities and on thedates indicated.

 
| **Name and  Capacity**                                                                        |   | **Date**        |
|-----------------------------------------------------------------------------------------------|--------|-----------------|
|                                                                                          |   |            |
| /s/ WILLIAM P. MCCOMAS                                                                        |   | April 29,  2003 |
| William P. McComas, Chairman of the Board and  Chief Executive Officer                        |   |            |
|                                                                                          |   |            |
|                                                                                          |   |            |
| /s/ LEE A. IACOCCA                                                                            |   | April 29,  2003 |
| Lee A. Iacocca, Director                                                                      |   |            |
|                                                                                          |   |            |
|                                                                                          |   |            |
| /s/ MICHAEL P. SHAUNNESSY                                                                     |   | April 29,  2003 |
| Michael P. Shaunnessy, Executive Vice President  (Principal Financial and Accounting Officer) |   |            |

 

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**CERTIFICATION**

 

I, William P. McComas, Chief Executive Officer of Full House Resorts, Inc., certify that:

 

1.  I have reviewed this annual report on Form 10-KSB/A of Full House Resorts, Inc.;

 

2.  Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3.  Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a)  Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

b)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

c)  Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)  All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.  The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: April 29, 2003

 
| /s/ William P. McComas  |   |
|-------------------------|--------|
| William P. McComas      |   |
| Chief Executive Officer |   |

 

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**CERTIFICATION**

 

I, Michael P. Shaunnessy, Chief Financial Officer of Full House Resorts, Inc., certify that:

 

1.  I have reviewed this annual report on Form 10-KSB/A of Full House Resorts, Inc.;

 

2.  Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3.  Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a)  Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

b)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

c)  Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.  The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: April 29, 2003

 
| /s/ Michael P. Shaunnessy |   |
|---------------------------|--------|
| Michael P. Shaunnessy     |   |
| Chief Financial Officer   |   |

 

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