Laughlin Recreational Enterprises Inc

PROXY STATEMENT AND PROPOSED AMENDMENT FORM

LAUGHLIN RECREATIONAL ENTERPRISES, INC.

2525 West Charleston Boulevard

Las Vegas, Nevada 89102

THE TRANSACTION DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

PROXY STATEMENT

This statement is furnished to the shareholders of Laughlin Recreational Enterprises, Inc. in connection with the annual meeting of the Company to be held on and any adjournment thereof.

The accompanying proxy is solicited by the Board of Directors of the Company. This Proxy Statement and the accompanying form of Proxy are being mailed to shareholders on or about .

The close of business on has been fixed by the Board of Directors as the record date for the determination of shareholders entitled to vote at the meeting.

The number of issued and outstanding shares of the Company's common stock at the close of business on the record date was .

ELECTION OF DIRECTORS

The entire board of three directors is to be elected at the Annual Meeting. All directors are to serve for a term of one year, or until their successors, if any, are elected and have qualified.

If the enclosed proxy is duly executed and received in time for the meeting and if no contrary specification is made, the proxy will be voted in favor of electing the nominees listed below.

Nominee 1:

Background:

Nominee 2:

Background:

Nominee 3:

Background:

EXECUTIVE COMPENSATION

Cash compensation received by executive officers of the Company during the fiscal year ended December 31, 1989:

Executive officer name: Compensation:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Lease of Principal Assets to Principal Shareholder

Since 1973, the Company has leased to the Company's improved property in Laughlin, Nevada.

Base monthly rent: Annual base rent:

Contingent rentals:

Loan Personally Guaranteed By Principal Shareholder

Loan agreement date: Loan amount:

Additional loan date: Additional amount:

SPECIAL FACTORS RELATED TO THE PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION TO EFFECT 1-100,000 REVERSE SPLIT OF COMPANY'S STOCK

The shareholders will consider a proposal to amend the Articles of Incorporation to effect a reverse stock split.

Cash payment per pre-reverse split share:

Reason for proposal:

Tax consequences:

Estimated expenses of going private:

Accounting fees: Appraisal fees:

Filing fees: Legal fees:

Solicitation and printing expenses:

APPROVAL AND VOTING

The Board of Directors unanimously voted to recommend the amendment to the Company's Articles of Incorporation effecting the reverse stock split to the shareholders for approval.

Approval of amendment: I approve the proposed amendment to the Articles of Incorporation.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Principal accountant selected:

1991 ANNUAL MEETING OF SHAREHOLDERS

Next annual meeting date:

OTHER BUSINESS

If any business other than that set forth in the Notice should be presented at the meeting, the proxy committee named in the enclosed proxy intends to take such action as will be in harmony with the policies of the Board of Directors.

EXHIBIT A - PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION

Capital stock amendment text: