SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO_______)*
Nevstar Gaming and Entertainment Corporation
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
64156G102
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(Cusip Number)
William O. Fleischman
Nevstar Gaming and Entertainment Corporation
1900 Avenue of the Stars, Suite 2410, Los Angeles, California 90067
(310) 553-7176
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 1, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
The remained of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided on a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act" or otherwise subject to the liabilities
of that section of the Exchange Act but shall be subject to all other provision
of the Exchange Act.
Cusip No. 64156G102
NAME OF REPORTING PERSON
W/F Nevstar LLC, a California limited liability company,
W/F Investment Corp, a Calfornia corporation
and William O. Fleischman, an individual
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Not Applicable
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
SEC USE ONLY
SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
W/F Nevstar LLC State of California
W/F Investment Corp State of California
William O. Fleischman United States Citizen
NUMBER OF 7 SOLE VOTING POWER
27,807,219
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
27,807,219
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
27,807,219
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
27,807,219
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,807,219
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.83%
14. TYPE OF REPORTING PERSON
W/F NEVSTAR LLC OO
W/F INVESTMENT CORP CO
WILLIAM O. FLEISCHMAN IN
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.01 par value
per share (the "Common Stock"), of Nevstar Gaming and Entertainment Corporation
(the "Company"). The principal executive office of the Company is located at
1900 Avenue of the Stars, Suite 2410, Los Angeles, California 90067
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by W/F Nevstar LLC ("W/F Nevstar"), a California
limited liability company, W/F Investment Corp("W/F"), a California
corporation and William O. Fleischman ("Mr. Fleischman"), the principal
shareholder of W/F. The principal business address of W/F Nevstar, W/F,
and Mr. Fleischman is 1900 Avenue of the Stars, Suite 2410, Los Angeles,
CA 90067. The principal business of W/F Nevstar and W/F Investment Corp
is investing for long-term gain. The principal business of Mr. Fleischman
is Chief Executive Officer of W/F.
During the past five years, neither W/F Investment Corp, Mr. Fleischman or
its officers and directors have (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdictions a result of which such Company or person(s) was or is subject
to a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activity subject to federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
27,807,219 shares of common stock were issued to W/F Nevstar LLC on May 1, 2003
pursuant to a plan of reorganization confirmed by the United States Bankruptcy
Court, District of Nevada, Case No. 99-19566RCJ. W/F Nevstar LLC was a plan
proponent.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock owned by W/F Nevstar were acquired for investment
purposes. W/F Nevstar intends to review its investment in the Company on a
continuing basis and, depending upon price and availability of securities
of the Company, subsequent developments affecting the Company, the Company
business prospects, general stock market and economic conditions, tax
considerations and other factors deemed relevant, to consider increasing or
decreasing the size of W/F Nevstar's investment in the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, W/F Nevstar beneficially owns 27,807,219 of the
outstanding shares of Common Stock. Such shares represent approximately 54.83%
of the outstanding shares of Common Stock.
(b) By virtue of its controlling interest in W/F Nevstar, W/F has the power
to vote or direct the vote of the securities owned by W/F Nevstar.
By virtue of its controlling interest in W/F Nevstar, W/F has the power to
dispose or direct the disposition of the securities owned by W/F Nevstar.
By virtue of his controlling interest in W/F, William O. Fleischman has
the power to vote or direct the vote of the securities owned by W/F Nevstar.
By virtue of his controlling interest in W/F, William O. Fleischman has the
power to dispose or direct the disposition of the securities owned by W/F
Nevstar.
(c) Neither W/F Nevstar, W/F, or Mr. Fleischman have effected any transaction
in the Common Stock during the past 60 days, except as disclosed herein.
(d) By virtue of its controlling interest in W/F Nevstar, W/F has the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock.
By virtue of his controlling interest in W/F, William O. Fleischman has
the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH REPSECT TO
SECURITIES OF THE ISSUER.
Other than as described in Items 3 and 5 above, there are no contracts,
arrangements, understandings or relationship (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect
to any securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
NONE
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information named in this statement is true, complete and correct.
Date: May 5, 2003 W/F Nevstar LLC
By: /s/ William O. Fleischman
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William O. Fleischman
Chief Executive Officer
W/F Investment Corp
Its Managing Member
W/F Investment Corp
By: /s/ William O. Fleischman
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William O. Fleischman,
Its Chief Executive Officer
/s/ William O. Fleischman
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William O. Fleischman