** **

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

**Washington,D.C. 20549**

 

**FORM 10-KSB / A**

 

ý         **AnnualReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934[Fee Required]**

 

            ** For the fiscal year ended:December 31, 2001**

 

o         **TransitionReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934[No Fee Required]**

 

**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 |   | (I.R.S. Employer    |
| Incorporation or Organization)  |   | Identification No.) |

 

**4670South 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)

 

                Securitiesregistered 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:

 

**CommonStock, $.0001 per Share**

(Title of class)

 

                Check whether theregistrant:  (1) filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Act during the past12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.  Yes ý  No o

 

                Check if there isno disclosure of delinquent filers in response to Item 405 of Regulation S-Bcontained in this form, and no disclosure will be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or any amendment tothis Form 10-KSB.  ý

 

                State issuer’srevenues for its most recent fiscal year: $4,995,826*.*

 

                The aggregatemarket value of registrant’s voting $.0001 par value common stock held bynon-affiliates of the registrant, as of April 23, 2002 was: $3,355,710.

 

                Thenumber of shares outstanding of registrant’s $.0001 par value common stock, asof April 23, 2002, was 10,340,380 shares.

 

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**PartIII**

 

**9.**          **Directors, Executive Officers, Promotersand Control Persons; Compliance with Section 16(a) of the Exchange Act.**

 

The names, ages and positions of all directors andexecutive officers of Full House as of April 23, 2002 are listed below,followed by a brief account of their business experience during the past fiveyears.

 
| **Name**              |   | **Age** |   | **Positions**                                                   |
|-----------------------|--------|---------|--------|-----------------------------------------------------------------|
|                  |   |    |   |                                                            |
| William P. McComas    |   | 75      |   | Chairman  and Chief Executive Officer                           |
|                  |   |    |   |                                                            |
| Lee A. Iacocca        |   | 77      |   | Director                                                        |
|                  |   |    |   |                                                            |
| Michael P. Shaunnessy |   | 48      |   | Director,  Executive Vice President and Chief Financial Officer |
|                  |   |    |   |                                                            |
| Megan G. McIntosh     |   | 46      |   | Secretary                                                       |

 

**William P.McComas** has been a Director of the Company since November 1992.  He served as interim President of Full HouseResorts between October 7, 1997 and April 9, 1998 and became Chairman of theBoard and Chief Executive Officer on March 5, 1998.  He has been President of McComas Properties, Inc., a Californiareal estate development company, since January 1984.  Mr. McComas and companies controlled by him have owned ordeveloped several hotels and resorts, including Marina Bay Resort, FortLauderdale, Florida; Ocean Colony Hotel and Resort, Half Moon Bay, California;Residence Inn by Marriott, Somers Point, New Jersey; and five Holiday Innslocated in Des Moines, Iowa; San Angelo, Texas; Suffern, New York; NiagaraFalls, New York; and Fort Myers, Florida.

 

**Lee A. Iacocca** has been aDirector of the Company since April 1998. In 1997, he founded EV Global Motors, to design, market and distributethe next generation of electric vehicles. Mr. Iacocca is former Chief Executive Officer and Chairman of the Boardof Directors of Chrysler Corporation, retiring from those positions in1992.  He retired as a Chrysler Directorin September 1993 and continued to serve as a consultant to Chrysler until1994.  He is Chairman of the IacoccaFoundation, a philanthropic organization dedicated to educational projects andthe advancement of diabetes research, and is Chairman of the Committee forCorporate Support of Joslin Diabetes Foundation.  Mr. Iacocca is also Chairman Emeritus of the Statue of Liberty -Ellis Island Foundation and serves on the Advisory Board of Reading IsFundamental, the nation’s largest reading motivation program.

 

**Michael P.Shaunnessy**was appointed a Director on March16, 2001.  He joined the Company 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, 1994and has been the Secretary of Full House since November 20, 1995.

 

Section 16(a) of the Securities Exchange Act of 1934requires the directors and executive officers of Full House, and persons whoown more than ten percent of the outstanding Common Stock, to file with theSecurities and Exchange Commission (the “SEC”) initial reports of ownership andreports of changes in ownership of Common Stock.  Such persons are required by SEC regulation to furnish Full Housewith copies of all such reports they file.

 

To the knowledge of Full House, based solely on a reviewof the copies of such reports furnished to Full House and written representationsthat no other reports were required, we believe that all required Section 16(a)reports were timely filed in 2001.

 

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

 

The following table sets forth the annual compensationpaid or accrued by the Company for services rendered during each yearpresented, for the Chief Executive, Operating, and Financial Officers of theCompany (collectively, “Named Executive Officers”), for services in allcapacities to the Company and its subsidiaries.  No other executive officer received over $100,000 in annualsalary and bonus in 2001.

 

**Summary Compensation Table**
|                             |   |                    |   |       |    |             |   | **Long-Term**    |
|----------------------------------|--------|-------------------------|--------|------------|---------|------------------|--------|------------------|
|                             |   |                    |   |       |    |             |   | **Compensation** |
|                             |   | **Annual Compensation** |   |       |    | **Number of**    |
|                             |   |                    |   |       |    | **Other**        |   | **Securities**   |
| **Name**                         |   |                    |   |       |    | **Annual**       |   | **Underlying**   |
| **Principal  Position**          |   | **Year**                |   | **Salary** |    | **Compensation** |   | **Options**      |
|                             |   |                    |   |       |    |             |   |             |
| William P. McComas, Chairman     |   | 2001                    |   | $          | 250,000 |             | -0-    |             | -0- |
| and Chief Executive Officer      |   | 2000                    |   | 250,000    |    | -0-              |   | -0-              |
|                             |   | 1999                    |   | 250,000    |    | -0-              |   | -0-              |
|                             |   |                    |   |       |    |             |   |             |
| Michael P. Shaunnessy, Executive |   | 2001                    |   | $          | 200,000 |             | $      | -0-              |   | -0- |
| V.P. and Chief Financial Officer |   | 2000                    |   | 200,000    |    | 50,000           |   | -0-              |
|                             |   | 1999                    |   | 200,000    |    | -0-              |   | -0-              |
|                                  |        |                         |        |            |         |                  |        |                  |  |  |

** **

**StockOptions**

 

**Option Grants In Last Fiscal Year**

 

TheCompany did not grant any options to purchase Common Stock to the Named ExecutiveOfficers during 2001.

 

**Aggregated Option/SAR Exercises in LastFiscal Year**

**and Fiscal Year-End Option/SAR Values**

 

The following table sets forth certain information concerning thefiscal year-end value of the unexercised stock options held by the NamedExecutive Officers.  No options wereexercised by such officers in 2001.

 
| **Name**              | ** ** | **Shares Acquired on Exercise** | ** ** | **Value  Realized** | ** ** | **Number of Securities  Underlying  Unexercised   Options at  2001   Fiscal****Year End** | ** ** | **Value of Unexercised**** In-the-Money  Options at2001 Fiscal Year-End(1)** | ** ** |
|-----------------------|------------|--------------------------------------|------------|---------------------|------------|-----------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------|------------|
|                  |       |                                 |       |                |       |                                                                                                |       |                                                                              |       |   |   |   |   |
|                  |       |                                 |       |                |       | **Exercisable**                                                                                     |       | **Unexercisable**                                                                 |       | **Exercisable** |   | **Unexercisable** |   |
|                  |       |                                 |       |                |       |                                                                                                |       |                                                                              |       |   |   |   |   |
| William P. McComas    |       | -0-                                  |       | -0-                 |       | 250,000                                                                                             |       | -0-                                                                               |       | $ | -0- |   | $ | -0- |   |
| Michael P. Shaunnessy |       | -0-                                  |       | -0-                 |       | 176,000                                                                                             |       | -0-                                                                               |       | -0- |   | -0- |   |
|                       |            |                                      |            |                     |            |                                                                                                     |            |                                                                                   |            |  |  |  |  |  |  |

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**(1)**        Based upon the market value of the underlyingsecurities at December 31, 2001 of $0.26, minus the exercise price of“in-the-money” options.

 

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**11.          SecurityOwnership of Certain Beneficial Owners and Management**.

 

The following table setsforth, as of April 23, 2002, 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**                |   | **Shares of  Common** |   | **Percentage  of** |   |
|-------------------------------------|--------|-----------------------|--------|-------------------------|--------|
| **of Beneficial Owner**             |   | **Stock Owned(1)**    |   | **Common Stock**        |   |
|                                |   |                  |   | **Outstanding**         |   |
|                                |   |                  |   |                    |   |
| William P. McComas (2)              |   | 1,446,537             | (3)    | 13.7                    | %      |
|                                |   |                  |   |                    |   |
| Lee A. Iacocca (2)                  |   | 1,381,471             | (3)(4) | 13.0                    | %      |
|                                |   |                  |   |                    |   |
| LKL Family Limited Partnership      |   | 1,056,471             |   | 10.2                    | %      |
| 10900 Wilshire Boulevard, Suite 310 |   |                  |   |                    |   |
| Los Angeles, California 90024       |   |                  |   |                    |   |
|                                |   |                  |   |                    |   |
| Michael P. Shaunnessy (2)           |   | 176,000               | (3)    | 1.7                     | %      |
|                                |   |                  |   |                    |   |
| Allen E. Paulson Living Trust       |   | 3,181,500             | (5)    | 30.8                    | %      |
| 6001 Clubhouse Drive                |   |                  |   |                    |   |
| P. O. Box 9660                      |   |                  |   |                    |   |
| Rancho Santa Fe, California 92067   |   |                  |   |                    |   |
|                                |   |                  |   |                    |   |
| All Officers and Directors          |   | 3,014,008             | (6)    | 27.1                    | %      |
| as a Group (4 Persons)              |   |                  |   |                    |   |

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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 thepurpose of computing the percentage of the class owned by any other person.

 

(2)         The address for Messrs. McComas, Iacocca, andShaunnessy is c/o Full House Resorts, 4670 South Fort Apache Road, Suite 190,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 1,056,471shares held by the LKL Family Limited Partnership of which Lee A. Iacocca isthe General Partner.

(5)           Mr.Michael Paulson and Mr. Nick Diaco are trustees of the Allen E. PaulsonLiving Trust.

 

(6)           Includes 761,000shares of Common Stock which may be purchased upon exercise of currentlyexercisable options.

 

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**12.**        **Certain Relationships and RelatedTransactions**.

 

On September 10, 1998, the Company and Allen E. Paulsonformed a limited liability company for the purpose of developing and owning aHard Rock Hotel & Casino in Biloxi, Mississippi. The Company agreed tocontribute its rights to various agreements with Hard Rock Cafe International(“Hard Rock”), and Mr. Paulson agreed to contribute a gaming vessel and itsrelated equipment (the former Treasure Bay barge in Tunica, Mississippi).  Each member received a 50% interest for itscontribution.

 

 In June 2001, weagreed to dissolve this company with each party retaining their respectiverights and assets.

 

The agreements with Hard Rock provided for the exclusiveright to develop a Hard Rock themed gaming facility in the defined territory inexchange for payment of a $2,000,000 territory fee, and annual continuing fees,as amended in November 1999, of $2,500,000 plus 3% of hotel revenue.

 

In July 2000, Mr.Paulson passed away.  The Allen E.Paulson Living Trust now holds his Full House stock.

 

The Company believes that the terms of the transactions with Mr.Paulson were as favorable to Full House as would have been available fromunrelated parties.

 

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**SIGNATURES**

 

                In accordance with Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the Registrant has caused this Report to be signed on itsbehalf by the undersigned thereunto duly authorized.

 

 
|                        |   | FULL HOUSE RESORTS, INC. |
|-----------------------------|--------|--------------------------|
|                        |   |
|                        |   |
| Date:  April 25,  2002 |   | By:                      | /s/ WILLIAM P. MCCOMAS |
|                        |   |                     | William  P. McComas, CEO |

 

 

                In accordance with the Securities Exchange Act of 1934,this Report has been signed below by the following persons on behalf of theRegistrant and in the capacities and on the dates indicated.

 
| **Name and Capacity**                           |   | **Date**        |
|-------------------------------------------------|--------|-----------------|
|                                            |   |            |
|  /s/ WILLIAM P.  MCCOMAS                   |   | April 25,  2002 |
| William P. McComas, Chairman of the Board and   |   |            |
| Chief Executive Officer                         |   |            |
|                                            |   |            |
| /s/ LEE A. IACOCCA                              |   | April 25,  2002 |
| Lee A. Iacocca, Director                        |   |            |
|                                            |   |            |
| /s/ MICHAEL P. SHAUNNESSY                       |   | April 25,  2002 |
| Michael P. Shaunnessy, Executive Vice President |   |            |
| (Principal Financial and Accounting Officer)    |   |            |

 

 

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