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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

PDS Gaming Corporation
(Exact name of registrant as specified in its Charter)

6171 McLeod Drive, Las Vegas, Nevada 89120
(Address of Principal Executive Offices)

(702) 736-0700
(Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 Par Value

Common Stock Purchase Warrants
(Title of Class)

        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 ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o    No ý

        As of June 30, 2003, the last business day of the Registrant's most recently completed second fiscal quarter, the approximate market value of stock held by non-affiliates was $3,671,000 based upon 2,622,410 shares held by such persons and the closing price on June 30, 2003 (the last day of trading in the month) of $1.40.

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        The number of shares outstanding of the Registrant's $0.01 par value common stock at March 5, 2004 was 3,806,222.

PART I

ITEM 1. BUSINESS

        PDS Gaming Corporation (the "Company" or "PDS") was incorporated under the laws of the State of Minnesota in 1988. The shareholders approved the change of the Company's name from PDS Financial Corporation to PDS Gaming Corporation at the Annual Meeting of Shareholders held on May 11, 2001. The Company's corporate offices and its equipment remarketing facilities are located in approximately 60,000 square feet of leased space at 6171 McLeod Drive, Las Vegas, Nevada 89120-4048.

        The Company was originally founded as a leasing company, specializing in vehicle and general equipment leasing transactions. The Company began providing equipment financing for new Native American gaming facilities in the Upper Midwest in early 1991. Since 1992, substantially all of the Company's gross financing originations have resulted from transactions in the gaming industry. In 1996, the Company established a sales office in Las Vegas, Nevada, which became the Company's principal office in 1997.

        The gaming equipment financed by the Company mainly consists of slot machines, video gaming machines, table games and other gaming devices. In addition, the Company finances furniture, fixtures and other gaming related equipment, including restaurant and hotel furniture, vehicles, security and surveillance equipment, computers and other office equipment for casino operations. The Company generally targets established medium-sized casino operators that are opening new gaming facilities or expanding existing gaming facilities, as well as new domestic and Native American casinos that the Company believes have acceptable credit quality.

        In order to offer financing and gaming products to the gaming industry, the Company must be licensed in each jurisdiction in which it conducts business. As part of the licensing process, each gaming jurisdiction performs a thorough investigation of each applicant and certain of its directors, officers, key employees and significant shareholders. The Company currently is licensed in the states of Nevada (Manufacturer, Distributor, Slot Route Operator and Operator), New Jersey, Colorado, Illinois, Indiana, Iowa, Minnesota, Mississippi and New Mexico, and with several Native American jurisdictions. The Company is also a registered Distributor in California. A significant percentage of the installed base of gaming devices in the United States is located in these jurisdictions. The Company believes its gaming licenses, coupled with its ability to remarket used gaming devices, provide a competitive advantage, enabling the Company to offer financing and leasing services that meet the needs of this industry more effectively than traditional financing.

        The Company entered into casino operations on January 25, 2001 when the Nevada Gaming Commission issued its final approval for the Company's acquisition of The Gambler casino, a nonrestricted licensed casino located in downtown Reno, Nevada. The Gambler was re-themed and re-named as Rocky's Casino and Sports Bar ("Rocky's") in early 2002. Due to continuing operating losses, the Company sought and was granted approval from the Nevada Gaming Control Board to temporarily cease operations at Rocky's effective January 31, 2004. Prior to that time, Rocky's was licensed to operate 180 slot machines. The Company is evaluating its future alternatives for Rocky's, which include sale, lease or joint venture of the property.

Recent Developments

        In February 2003, the Company announced that it had entered into a letter of intent with respect to a proposal submitted by a management group consisting of Johan P. Finley, the Company's Chairman and Chief Executive Officer, Lona M.B. Finley, the Company's Executive Vice President, Secretary and Chief Administrative Officer, and Peter D. Cleary, the Company's President, Chief Operating Officer and Treasurer (collectively, the "Management Group"), to acquire all of the

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approximately 69% of the outstanding shares of the Company's common stock not already owned by the Management Group for $1.25 per share in cash and an additional $1.50 per share in deferred cash payment rights. The deferred payment rights represent the right to receive three equal installments of $.50 per share of common stock on, respectively, the first, second and third anniversaries of the closing of the transaction. After the final deferred payment of $.50 is made on the third anniversary, total cash payments per share will total $2.75. The holders of such deferred payment rights will have no rights as shareholders of the Company, and the rights themselves will not be transferable except pursuant to testamentary disposition or by operation of law.

        The proposal is subject to, among other things, the execution of a definitive agreement, approval by a committee of the Company's independent directors and by a majority of the Company's shares not owned by the Management Group, the procuring of all necessary consents of the Company's commercial lenders, the securing of required approvals from all gaming regulatory agencies, the obtaining of the necessary financing, and the receipt by the Company of a favorable fairness opinion from an investment bank. The Management Group intends to maintain the Company's status as a public reporting company under the Securities Exchange Act of 1934 until the outstanding shares of the Company's common stock not already owned by the Management Group are acquired. The Management Group further intends to keep the Company's operations intact and maintain its headquarters in Las Vegas, Nevada.

        Under the terms of the letter of intent, which has been extended through April 15, 2004, the Company will pay certain fees and costs associated with the transaction, consisting primarily of legal costs and investment banking fees. During the year ended December 31, 2003, $729,000 of such costs were paid from general corporate funds. Management estimates that additional costs in the range of $100,000 to $200,000 will be paid, with said costs also being paid from general corporate funds.

        On February 6, 2004, the Company announced that the Management Group received a financing commitment of up to $5.5 million that would be used toward the proposed buyout.

Discontinued Operations

        In 1997, the Company established a sales and distribution division for gaming devices, then known as Casino Slot Exchange (formerly PDS Slot Source). During 2000, the Company acquired a website to better promote these activities worldwide and to expand its distribution activities beyond an outlet for its used gaming devices. As an additional distribution alternative, in June 2001, the Company acquired three retail locations that sold gaming collectibles, including home-use gaming devices. Two locations were subsequently closed, and the remaining one is located inside the Aladdin Resort on the Las Vegas Strip and is operated under a lease that expires in August 2010.

        The Company acquired the patent rights to a digital table games system and technology in 1999, and distributed these games to casinos. These activities were conducted under the Company's Table Games Division.

        At the end of the first quarter 2002, the Company discontinued operations of its Table Games Division, with the exception of servicing games currently under lease and selling or leasing games in inventory, and certain components of its Casino Slot Exchange Division. The Company has retained its ability to repair and remarket gaming devices which come off lease. The Company no longer purchases used gaming devices and reconditions them on a custom basis. This decision was made due to unacceptable operating results from, among other things, slower than anticipated customer installations, inadequate profit margins and the continuing costs of maintaining exclusive rights to certain intellectual property. Accordingly, the Company reclassified these activities as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. As a result of these decisions and actions, the Company recognized a disposal loss of $2.4 million in 2002 primarily related to the write-off of its investment in certain

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intangibles and other assets of the Table Games and Casino Slot Exchange Divisions. Pre-tax operating losses for the discontinued operations were $2.5 million and $2.4 million in 2002 and 2001, respectively. Additional information on Discontinued Operations is contained in Note 7 to the Company's Consolidated Financial Statements included in Part IV, Item 15.

Gaming Industry

        The casino industry in the United States, and the gaming industry in general, have experienced substantial growth in recent years. Prior to 1979, high stakes gaming activities were limited to Nevada. In 1979, casino gaming was legalized in New Jersey. Between 1979 and 1988, gaming activities by various Native American tribes developed, leading to the federal enactment of the Indian Gaming Regulatory Act. The growth of Native American gaming served as a catalyst for many jurisdictions to consider non-Native American casino gaming and lotteries because of their potential as a source of government revenue. Since 1989, various forms of casino gaming have been legalized in numerous states, and many states either conduct lotteries or participate in multi-state lotteries. In addition, gaming facilities operate on cruise ships sailing out of other states such as Florida and Texas. Several other jurisdictions (including, for this purpose, Native American tribes) have approved or are considering approval of some form of legalized gaming. No assurance can be given as to the extent that additional jurisdictions will adopt legislation or ordinances permitting casino or other legalized gaming in the future, or the nature, timing and extent of legalized gaming development in any jurisdiction.

        The Company is licensed or registered to serve customers in 10 states and in certain Native American jurisdictions in California, Iowa, New Mexico and North Carolina. Most of the casino operators that purchase, finance or lease gaming equipment from the Company cater to customers that live nearby or who drive to their facilities, and most of these operators are not heavily dependent upon convention events or airline travel to support their customer base. Those distinctions may lessen any negative economic impact the Company might suffer, as compared to other gaming companies, from economic downturns in the convention and airline travel industries, including those that might be caused by the war against terrorism.

Finance and Lease Operations

        The Company believes that the gaming industry in general is in a gaming equipment replacement and casino development cycle, which provides increased opportunities for the Company's financing and leasing services. The Company's ability to offer casino operators innovative financing structures provides a competitive advantage over non-licensed financial institutions. For example, a customer that is interested in acquiring additional gaming machines may be subject to certain debt covenants that restrict the acquisition of new machines with debt. As an alternative to purchasing additional machines through conventional financing and possibly violating its debt covenants, the customer can elect to lease new equipment from the Company. Overall, the Company believes its experience in and knowledge of the industry and its ability to remarket used equipment, as well as its licenses, allow it to offer financing packages and services that meet the needs of the industry in a more effective manner than traditional financing and leasing sources.

        The Company provides financing to its customers in the form of direct finance leases, sales-type leases and collateralized loans. Such financing transactions are either originated directly by the Company with the casino operator or are structured jointly with the gaming equipment manufacturer or distributor. Under these types of transactions, substantially all of the benefits and risks of ownership are borne by the lessee/borrower. Under a direct finance and sales-type lease, the lessee is required to pay the Company the purchase price of the gaming equipment plus interest over the term of the lease; if the lease payments are not sufficient to cover the purchase price of the gaming equipment, the lessee is required to pay the Company a balloon payment at the end of the lease term. Most of the Company's equipment financing transactions range from $500,000 to $2.5 million. The Company

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generally obtains the funds necessary for its direct finance leases or collateralized loans by pledging those assets against recourse or non-recourse borrowings or by selling all or a portion of its interest in the payment stream, often simultaneously with its origination of financing transactions.

        The Company also offers its customers operating leases, which afford the customer lower monthly payments and off-balance sheet financing. The Company believes that its operating lease program promotes its strategic objective of increasing recurring revenues. The Company appropriately retains ownership of the gaming equipment under operating leases, and at the end of the applicable lease term the Company offers the customer an option to purchase the gaming equipment at its then-determined fair market value, to extend the lease term or return the equipment. The Company receives rental income under a non-cancelable operating lease, which ranges from 6 to 48 months and has a typical term of 36 months. The casino operator incurs rental expense, and avoids reflecting an asset and related liability on its balance sheet. Returned machines are held for lease or resale by the Company.

        In 2001, the Company began originating certain operating leases on a participation basis. Under a typical participation lease, the Company receives a fixed percentage of the net win from each game, subject to certain minimums and maximums typically calculated on a per-machine, monthly basis. The Company has achieved increasing revenues and profits from this program, and intends to expand its originations of participation leases.

Casino Operations

        In 2001, the Company acquired The Gambler in Reno, Nevada. The Gambler was renamed Rocky's Casino and Sports Bar in the first quarter 2002 after undergoing extensive renovation and retheming. Due to continuing operating losses, the Company sought and was granted approval from the Nevada Gaming Control Board to temporarily cease operations at Rocky's effective January 31, 2004. Prior to that time, Rocky's was licensed to operate 180 slot machines. The Company is evaluating its future alternatives for Rocky's, which include sale, lease or joint venture of the property.

Competition

        The finance industry is highly competitive. In the gaming equipment financing market, the Company competes primarily with equipment manufacturers, and to a lesser extent with leasing companies, commercial banks and other financial institutions. Certain of the Company's competitors are significantly larger and have substantially greater resources than the Company. The Company sometimes jointly markets its financing services with gaming equipment manufacturers who may be competitors of the Company. The Company believes its ability to offer casino operators gaming devices under operating lease structures provides a competitive advantage over non-licensed financial institutions.

        The Company competes on the basis of offering flexibility in structuring leases and other financial transactions, commitment to prompt attention to customer needs, creative solutions to non-traditional financing requests and immediate reactions to changes in the financial marketplace. In addition to financing gaming equipment, the Company finances substantially all other types of furniture, fixtures and equipment used in a casino operation.

Principal Customers

        Historically, the Company has experienced significant nonrecurring revenues in connection with the completion of large gaming equipment financing transactions. During 2003, revenues from two of the Company's customers, as a percentage of total revenue, were 47% and 20%. Revenues from two of the Company's customers, as a percentage of 2002 revenue, were 24% and 24%. Revenues from one of the Company's customers, as a percentage of 2001 revenue, was 29%. No other customers in these years contributed 10% or more of total revenue. Due to the non-recurring nature of its large gaming

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equipment financing transactions, the Company cannot estimate the relative level of revenues that may be derived from one or several customers during 2004.

Government Regulation

        Gaming is a highly regulated industry. The Company's gaming equipment financing activities are subject to federal and state regulation and oversight. In order to (i) provide financing, (ii) own gaming devices to lease, (iii) distribute gaming devices, gaming equipment and/or table games and/or (iv) operate casinos, the Company must be properly licensed in each jurisdiction where it conducts business. As part of the licensing process, each gaming jurisdiction (including Native American gaming jurisdictions) performs a thorough investigation of each corporate applicant, its officers and directors and in some cases, significant shareholders and certain of its key employees. The Company, either directly or through one of its wholly owned subsidiaries, currently holds the following gaming licenses or registrations issued by state gaming regulatory authorities:

        In 2003, the Company renewed its registration in California and its licenses in Illinois, Minnesota and New Mexico, and it filed renewal applications in the normal course in Colorado, Iowa, Mississippi and New Jersey. The Company believes all of its pending applications will be approved by the applicable gaming regulatory authorities.

        The Company is also licensed as a gaming Vendor or Supplier with several Native American tribes in California, including Barona, Cabazon, Dry Creek, Middletown Rancheria, Paskenta and Picayune (Chukchansi), and has been licensed by other tribal gaming commissions in Iowa, New Mexico and North Carolina. The Company will renew those licenses and file applications for new licenses as business dictates.

        While not anticipated, expansion of the Company's activities may be hindered by the inability to obtain, or delays in obtaining, requisite state licenses or other approvals. No assurance can be given as to the term for which the Company's licenses will be renewed in a particular jurisdiction or as to the license conditions, if any, that may be imposed by such jurisdiction in connection with future renewals. The Company cannot predict the effect that the adoption of and changes in gaming laws, rules and regulations might have on its future operations.

        Any person who acquires a controlling interest in the Company would have to meet the requirements of all applicable governmental bodies that regulate the Company's operations. A change in the make-up of the Company's Board of Directors and management would require the various gaming authorities to examine the qualifications of the new board members and management.

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        Class III gaming on Native American land is further regulated by tribal governments in accordance with each tribe's State/Tribal Compact. Class II gaming on Native American land is regulated by the tribal governments and the federal government under the Indian Gaming Regulatory Act. Changes in federal, state or tribal laws or ordinances may limit or otherwise materially affect the types of gaming that may be conducted on Native American land. In addition, numerous lawsuits nationwide seek to limit or expand Native American gaming activities. The outcome of such litigation cannot be predicted.

        As described above under "Recent Developments," the Company has announced a proposed transaction where the Company will be "taken private." Such a transaction will require certain approvals from many of the gaming regulatory jurisdictions to which the Company is subject. The definitive proxy materials to be submitted to the Company's stockholders will discuss the regulatory approvals required for such transaction.

        The following references to material statutes and regulations affecting the Company are brief summaries thereof and do not purport to be complete, and are qualified in their entirety by reference to such statutes and regulations. Any change in applicable law or regulation may have a materially adverse effect on the business of the Company.

        Nevada.    The manufacture, ownership, operation, sale and distribution of gaming devices in Nevada and the operation of casinos in the state are all subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the "Nevada Act") and various local regulations. Generally, gaming activities (including the manufacture, sale and lease of gaming devices) may not be conducted in Nevada unless licenses are obtained from the Nevada Gaming Commission (the "Nevada Commission") and appropriate county and city licensing agencies. The Nevada Commission, the Nevada State Gaming Control Board (the "Nevada Board") and the various county and city licensing agencies are collectively referred to as the "Nevada Gaming Authorities."

        The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things: (i) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (ii) the establishment and maintenance of responsible accounting practices and procedures; (iii) the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent practices; and (v) providing a source of state and local revenues through taxation and licensing fees. Change in such laws, regulations and procedures could have a materially adverse effect on the Company's operations.

        The Company is required to be licensed as a distributor by the Nevada Gaming Authorities. The gaming license requires the periodic payment of fees and taxes and is not transferable. The Company also holds a manufacturer, slot route operator and an operator's license in Nevada. The Company is registered by the Nevada Commission as a publicly traded corporation ("Registered Corporation"), and as such, is required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information which the Nevada Commission may require. No person may become a five percent or greater stockholder of, or receive any percentage of profits from, the Company without first reporting the acquisition to the Nevada Gaming Authorities and obtaining all required licenses and approvals. The Company has obtained from the Nevada Gaming Authorities the various registrations, approvals, permits and licenses required in order to engage in the distribution of gaming devices and to act as a manufacturer of gaming devices in Nevada, operate a slot route or operate gaming establishments.

        The Nevada Gaming Authorities may investigate any individual who has a material relationship or involvement with the Company in order to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and certain key employees of

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the Company must file applications with the Nevada Gaming Authorities and may be required to become licensed or found suitable by the Nevada Gaming Authorities. Officers, directors and key employees of the Company who are actively and directly involved in the Company's gaming activities may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation incurred by the Nevada Gaming Authorities. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in corporate position.

        If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with the Company, the Company would have to sever all relationships with such person. In addition, the Nevada Commission may require the Company to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Nevada.

        The Company is required to submit detailed financial and operating reports to the Nevada Commission. Substantially all material loans, leases, sales of securities, financial transactions, gaming revenues and gaming expenditures by the Company must be reported to, or approved by, the Nevada Commission.

        If it were determined that the Nevada Act was violated by the Company, the gaming licenses it holds could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, the Company and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Limitation, conditioning, suspension or revocation of any gaming license could have a materially adverse effect on the Company's operations.

        Any beneficial holder of the Company's voting securities, regardless of the number of shares owned, may be required to file an application, be investigated and have his suitability as a beneficial holder of the Company's voting securities determined if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

        The Nevada Act requires any person who acquires more than five percent of the Company's voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires the beneficial owners of more than 10 percent of the Company's voting securities apply to the Nevada Commission for a finding of suitability within 30 days after the chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an "institutional investor," as defined in the Nevada Act, which acquires more than 10 percent, but not more than 15 percent, of the Company's voting securities, may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the Board of Directors of the Company, any change in the Company's corporate charter, bylaws, management, policies or operations of the Company or any of its gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding the Company's voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting

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securities for investment purposes only include: (i) voting on all matters voted on by stockholders; (ii) making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies, or operations and (iii) such other activities as the Nevada Commission may determine to be consistent with such investment intent. If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of the investigation incurred by the Nevada Gaming Authorities.

        Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so, by the Nevada Commission or the Chairman of the Nevada Board, may be found unsuitable. A record owner may also be found unsuitable if the record owner fails to identify himself or herself as a beneficial owner within 30 days of a request by the Nevada Commission or Chairman of the Nevada Board. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock of a Registered Corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. The Company is subject to disciplinary action if, after it receives notice that a person is unsuitable to be a stockholder or to have any other relationship with the Company, the Company: (i) pays that person any dividend or interest upon voting securities of the Company; (ii) allows that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; (iii) pays remuneration in any form to that person for services rendered or otherwise or (iv) fails to pursue all lawful efforts to require such unsuitable person to relinquish his voting securities for cash at fair market value.

        The Nevada Commission may, in its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it: (i) pays to the unsuitable person any dividend, interest or any distribution whatsoever; (ii) recognizes any voting right by such unsuitable person in connection with such securities; (iii) pays the unsuitable person remuneration in any form or (iv) makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

        The Company is required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable.

        The Company is also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Commission has the power to require the Company's stock certificates to bear a legend indicating that the securities are subject to the Nevada Act. However, to date, the Nevada Commission has not imposed such a requirement on the Company.

        The Company may not make a public offering of its securities without the prior approval of the Nevada Commission if the securities or proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. "Gaming facilities" has been interpreted by the Nevada Gaming Authorities to include the acquisition or financing of gaming devices in Nevada. Furthermore, any such approval, if granted, does not constitute a finding, recommendation or approval by the Nevada Commission or the Nevada Board as to the accuracy or adequacy of the prospectus or the investment merits of the securities offered. Any representation to the contrary is unlawful.

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        Changes in control of the Company through merger, consolidation, stock or asset acquisitions, management or consulting agreements or any act or conduct by a person whereby he obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Board and Nevada Commission in a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

        The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licensees and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada's gaming industry and to further Nevada's policy to: (i) assure the financial stability of corporate gaming operators and their affiliates; (ii) preserve the beneficial aspects of conducting business in the corporate form and (iii) promote a neutral environment for the orderly governance of corporate affairs. Approvals are, in certain circumstances, required from the Nevada Commission before the Company can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by the Company's Board of Directors in response to a tender offer made directly to the Registered Corporation's stockholders for the purposes of acquiring control of the Registered Corporation.

        License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the Nevada licensee's respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually. Nevada licensees that hold a license as an operator of a slot route, or a manufacturer's or distributor's license, also pay certain fees and taxes to the State of Nevada.

        Any person who is licensed, required to be licensed, registered, required to be registered or is under common control with such persons (collectively, "Licensees") and who proposes to become involved in a gaming venture outside of Nevada is required to submit a notification statement to the Nevada Board which provides detailed information regarding the foreign gaming operation and to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the Nevada Board of their participation in such foreign gaming. The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. Thereafter, Licensees are required to comply with certain reporting requirements imposed by the Nevada Act. A Licensee is also subject to disciplinary action by the Nevada Commission if it knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engages in activities that are harmful to the State of Nevada or its ability to collect gaming taxes and fees or employs a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the grounds of personal unsuitability.

        In addition to gaming-related licensing and compliance, the sale of alcoholic beverages at gaming establishments is subject to licensing, control and regulation by applicable regulatory agencies. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could (and revocation would) have a materially adverse effect on the operations of such gaming establishments.

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        Federal Registration.    The manufacture and storage of devices used in gaming are governed by the Johnson Act of 1951, as amended by the Federal Gambling Devices Act of 1962 (collectively, the "Federal Acts"). The Federal Acts make it unlawful for a person to manufacture, transport, or receive gaming machines, gaming devices or components across interstate lines unless that person has first registered with the Attorney General of the United States Department of Justice. In addition, gambling device identification and record keeping requirements are imposed by the Federal Acts. Violation of the Federal Acts may result in seizure and forfeiture of the equipment, as well as other penalties. The Company has complied with the registration requirements of the Federal Acts.

        Native American Gaming Regulation.    Federal law, tribal-state compacts, and tribal gaming regulations govern gaming on Native American lands. The Indian Gaming Regulatory Act of 1988 (the "IGRA") provides the framework for federal and state control over all gaming on Native American lands, and is administered by the National Indian Gaming Commission (the "NIGC") and the Secretary of the United States Department of the Interior. The NIGC has authority to issue regulations governing tribal gaming activities, approve tribal ordinances for regulating gaming, and approve management agreements for gaming facilities, conduct investigations and monitor tribal gaming generally. The IGRA is subject to interpretation by the NIGC and may be subject to judicial and legislative clarification or amendment. The IGRA requires that the tribe and the state enter into a written agreement, a tribal-state compact to govern gaming activities generally associated with casino gaming (termed "Class III" gaming under the IGRA). A tribal-state compact is generally not required for gaming generally described as "bingo games" (termed "Class II" gaming under the IGRA). Tribal-state compacts vary from state-to-state and in most cases require equipment manufacturers and/or distributors to meet ongoing registration and licensing requirements. In addition, tribal gaming commissions have been established by many Native American tribes pursuant to the terms of the applicable tribal-state compact to regulate casino-style (Class III) gaming related activity by the tribe. Indian tribes are sovereign in their own government systems, which have primary regulatory authority over gaming on land within the tribes' jurisdiction. The Company distributes both Class II and Class III gaming equipment to Native American tribes.

        Changes in federal, state or tribal laws or ordinances may limit or otherwise materially affect the types of gaming that may be conducted on Native American land. In addition, numerous lawsuits nationwide seek to limit or expand Native American gaming activities, the outcomes and impacts of which cannot be predicted. In this regard, on March 1, 2004, the United States Supreme Court declined to consider on appeal recent decisions made by the Eighth Circuit and the Tenth Circuit of the United States Court of Appeals. Previously, the Eighth Circuit of the United States Court of Appeals held that the Federal Acts do apply to Class II technological aids, although the court also found that the pull tab player stations at issue in that case were not Federal Acts devices. In addition, the Tenth Circuit of the United States Court of Appeals held that the Federal Acts did not prohibit the use of technological aids to Class II gaming on Native American land. As a result of the Supreme Court's refusal to reconsider the lower court decisions, the sale of Class II technological aids to, and the use of such aids by, Native American tribes have been upheld as legally permissible.

        New Jersey.    The Company and certain of its officers and directors are currently required to be licensed under the New Jersey Casino Control Act (the "New Jersey Act") as a casino service industry qualified to sell its products to casinos in New Jersey. The sale and distribution of gaming equipment to casinos in New Jersey is also subject to the New Jersey Act and the regulations promulgated thereunder by the New Jersey Commission. The New Jersey Commission has broad discretion in promulgating and interpreting regulations under the New Jersey Act. Amendments and supplements to the New Jersey Act, if any, may be of a material nature, and accordingly may adversely affect the ability of the Company or its employees to obtain any required licenses, permits and approvals from the New Jersey Commission, or any renewals thereof.

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        The current regulations govern licensing requirements, standards for qualification, persons required to be qualified, disqualification criteria, competition, investigation of supplementary information, duration of licenses, record keeping, causes for suspension, standards for renewals or revocation of licenses, equal employment opportunity requirements, fees and exemptions. In deciding to grant a license, the New Jersey Commission may consider, among other things, the financial stability, integrity, responsibility, good character, reputation for honesty, business ability and experience of the Company and its directors, officers, management and supervisory personnel, principal employees and stockholders, as well as the adequacy of the financial resources of the Company.

        New Jersey licenses are granted for a period of one or two years, depending on the length of time a company has been licensed, and are renewable. The New Jersey Commission may impose such conditions upon licensing as it deems appropriate. These include the ability of the New Jersey Commission to require the Company to report the names of all of its stockholders as well as the ability to require any stockholders whom the New Jersey Commission finds not qualified to dispose of the stock, not receive dividends, not exercise any rights conferred by the shares nor receive any remuneration from the Company for services rendered or otherwise. Failure of such stockholder to dispose of such stockholder's stock could result in the loss of the Company's license. Licenses are also subject to suspension, revocation or refusal for sufficient cause, including the violation of any law. In addition, licensees are also subject to monetary penalties for violations of the New Jersey Act or the regulations of the New Jersey Commission.

        Other Jurisdictions.    The Company currently is also approved to operate (in addition to Nevada and New Jersey) at various levels in California (tribal), Colorado, Illinois, Indiana, Iowa, Minnesota, Mississippi, New Mexico and North Carolina (tribal). Although the regulations in these jurisdictions are not identical to the States of Nevada and New Jersey, their material attributes are substantially similar, as described below.

        The manufacture, sale and distribution of gaming devices and the ownership and operation of gaming facilities in each jurisdiction are subject to various state, county and/or municipal laws, regulations and ordinances which are administered by the relevant regulatory agency or agencies in that jurisdiction (the "Gaming Regulators"). These laws, regulations and ordinances primarily concern the responsibility, financial stability and character of gaming equipment owners, distributors, sellers and operators, as well as persons financially interested or involved in gaming or liquor operations.

        In many jurisdictions, selling or distributing gaming equipment may not be conducted unless proper licenses are obtained. An application for a license may be denied for any cause that the Gaming Regulators deem reasonable. In order to ensure the integrity of manufacturers and suppliers of gaming supplies, most jurisdictions have the authority to conduct background investigations of the Company, its key personnel and significant stockholders. The Gaming Regulators may at any time revoke, suspend, condition, limit or restrict a license for any cause deemed reasonable by the Gaming Regulators. Fines for violation of gaming laws or regulations may be levied against the holder of a license and persons involved. The Company and its key personnel have obtained all licenses necessary for the conduct of the Company's business in the jurisdictions in which it sells, distributes and finances gaming equipment. Suspension or revocation of such licenses could have a materially adverse effect on the Company's operations.

Intellectual Property

        The Company does not rely on any patents, trademarks, licenses or franchises with respect to its finance and lease operations. Previously, in conjunction with its discontinued operations, the Company entered into agreements with third parties to secure various intellectual property rights with respect to certain table games and related technology. As part of its decision to discontinue certain operations,

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the Company either terminated said agreements or entered into mutual termination agreements with respect to said agreements.

Employees

        As of December 31, 2003, the Company employed 64 persons, including five in direct sales and marketing, three in retail store sales, 11 in equipment remarketing, 16 in general and administrative functions (including accounting, credit, legal, compliance and human resources) and 29 in casino operations at Rocky's. Due to the temporary closure of Rocky's on January 31, 2004, all persons employed there were terminated.

ITEM 2. DESCRIPTION OF PROPERTIES

        The Company's corporate offices and its equipment remarketing facilities are located in approximately 60,000 square feet of leased space in Las Vegas, Nevada. The Company pays monthly rent of approximately $52,000 pursuant to leases expiring through December 31, 2004. As of December 31, 2003, 27,500 square feet of this leased space was subleased for payments aggregating $15,400 per month. These subleases extend for various terms through December 31, 2004. The Company considers its facilities as adequate and suitable for the purposes they serve.

        In addition, the Company owns a 6,500 square foot building situated on approximately .15 acres located in downtown Reno, Nevada where it operated Rocky's Casino and Sports Bar until it was closed on January 31, 2004. This land and building collateralize, with other assets, a $4 million line of credit that bears interest at the rate of prime plus 1.5% and matures in April 2004. As of December 31, 2003, the outstanding balance on this line of credit was $3,816,000.

ITEM 3. LEGAL PROCEEDINGS

        Tekbilt, Inc.    In May 2002, the Company received notification that Tekbilt, Inc. ("Claimant") had submitted a Demand for Arbitration to the American Arbitration Association alleging breach of a Distributor Agreement (the "Agreement") in connection with the Company's discontinued operations. In the notification, Claimant alleged that such breach has caused Claimant to sustain substantial damages. The hearing before the American Arbitration Association panel was scheduled to begin in February 2004. In February 2004, prior to the arbitration hearing, the Company and the Claimant agreed to settle the dispute. Under the settlement agreement, without any admission of fault or liability by either party, the Company agreed to pay the Claimant $450,000. The payment will be made in two installments. The first installment, of $200,000, was paid in March 2004 and the second installment, of $250,000, will be paid in August 2004. The settlement expense and corresponding liability are reflected in the Company's Consolidated Financial Statements included in Part IV, Item 15.

        Heller EMX, Inc.    On October 3, 2003, the Company filed a Complaint for Declaratory Relief against Heller EMX, Inc. and Does 1 through 100 in the United States District Court for the District of Nevada (the "Nevada Case"). The Complaint was provided to legal counsel for the defendants, but was not served pending a possible negotiated resolution. On October 16, 2003, the Company was served with a Summons and Complaint for Fraud, Conversion and Other Claims, filed by Heller EMX, Inc., Heller Financial Leasing, Inc., and General Electric Capital Corporation (collectively, "GE") in the United States District Court for the Southern District of New York, being case number 03 CV-6187 (the "New York Case"). Both cases sought a determination of the respective rights and duties of the parties under four Sale and Purchase Agreements, a Nonrecourse Proceeds Sharing Agreement and related agreements and documents. Plaintiffs in the New York Case also sought to recover compensatory and punitive damages for at least $5 million for alleged conversion and an order enjoining the Company from withholding certain payments, and compensatory and punitive damages in

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amounts to be determined at trial for alleged fraud, negligent misrepresentation, tortious interference with prospective business advantage/relations, breach of contract and unjust enrichment.

        In February 2004, the Company and GE settled the dispute described in the previous paragraph. Under this agreement, the Company purchased GE's rights, title and interest in certain leases, they terminated the Nonrecourse Proceeds Sharing Agreement dated December 31, 2001, certain escrowed funds were released to the Company, GE terminated its interests in a warrant held by GE to purchase common stock of the Company and GE restructured certain covenants in existing loan documents between GE and the Company. See also Note 11, Commitments and Contingencies, to the Company's Consolidated Financial Statements included in Part IV, Item 15.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        The Company held its annual meeting of shareholders on December 29, 2003 for the purposes of (1) electing members of the Board of Directors of the Company, and (2) ratifying the appointment of Piercy, Bowler, Taylor and Kern, Certified Public Accountants and Business Advisors as the independent accountants of the Company for the fiscal year ended December 31, 2003.

        There were 3,806,222 shares of Common Stock entitled to vote at the meeting and a total of 3,751,420 shares (98.6%) were represented at the meeting. The shareholder voting was as follows:

1.

Election of Directors:

2.

To ratify the appointment of Piercy, Bowler, Taylor and Kern, Certified Public Accountants and Business Advisors, as the independent accountants of the Company for the fiscal year ended December 31, 2003:

        Based on the votes cast at the meeting, the ballot items relating to the election of directors and the ratification of auditors were approved.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The Company's common stock has traded on the Nasdaq SmallCap market since the approval by Nasdaq of the Company's application for listing on March 8, 2000, and trades under the symbol PDSG. The following table sets forth the high and low bid information for the common stock as reported by Nasdaq for the periods indicated. These prices reflect inter-dealer prices, without retail mark-up or markdown or commissions, and do not necessarily represent actual transactions:

        As of March 5, 2004, the Company's common stock was held by 52 holders of record and an estimated 1,000 additional beneficial owners.

        No dividends were paid during the years ended December 31, 2003 and 2002. The Company does not anticipate that it will pay cash dividends on its common stock in the foreseeable future. Certain of the Company's financing agreements restrict the payment of dividends. For additional information on restrictions on the payment of dividends, see Note 4 to the Company's Consolidated Financial Statements included in Part IV, Item 15.

Equity Compensation Plan Information

        With respect to equity compensation plans, the Company has adopted the 1993 Stock Option Plan (the "1993 Plan") and the 2002 Stock Option Plan (the "2002 Plan") that are authorized to issue up to 1,600,000 shares and 800,000 shares, respectively, of the Company's common stock. Although the 1993 Plan expired in April 2003, the options issued under the 1993 Plan shall continue to be exercisable until the relevant dates set forth in the individual stock option grants. All options issued since the expiration of the 1993 Plan have been issued under the 2002 Plan, which was approved by the shareholders in May 2002. The following table summarizes the Company's equity compensation plans that have been approved by stockholders and have not been approved by stockholders.

Unregistered Issuances of Securities

        During the year ended December 31, 2003, the Company did not issue any unregistered securities.

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ITEM 6. SELECTED FINANCIAL DATA

        The table below sets forth selected consolidated financial data for the periods indicated, derived from the Company's consolidated financial statements. The data should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the Company's consolidated financial statements and notes to the financial statements appearing elsewhere.

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ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

        The Company is engaged in the business of leasing and other financing of gaming equipment and remarketing previously leased gaming devices to casino operators. The gaming equipment financed by the Company consists mainly of slot machines, video gaming machines and other gaming devices. In addition, the Company finances furniture, fixtures and other gaming-related equipment, including gaming tables and chairs, restaurant and hotel furniture, vehicles, security and surveillance equipment, computers and other office equipment. The Company believes it is currently the only independent leasing company licensed (or registered, as the case may be) in the states of Nevada, New Jersey, California, Colorado, Illinois, Indiana, Iowa, Minnesota, Mississippi and New Mexico to provide this financing alternative. In early 2001, the Company received a nonrestricted gaming license to operate The Gambler, now known as Rocky's Casino and Sports Bar, in Reno, Nevada. Due to continuing operating losses, the Company sought and was granted approval from the Nevada Gaming Control Board to temporarily cease operations at Rocky's effective January 31, 2004. Prior to that time, Rocky's was licensed to operate 180 slot machines. The Company is evaluating its future alternatives for Rocky's, which include sale, lease or joint venture of the property.

STRATEGY

        The Company's strategy is to increase recurring revenues and cash flows through originations of leases. In addition to its leasing activities, the Company also originates note transactions which it generally sells to third parties. In some of its transactions, the Company holds the leases or notes for a period of time after origination or retains a partial ownership interest in the leases or notes. The Company believes its ability to remarket used gaming devices enhances the gaming devices' values at the end of an operating lease and facilitates additional financing transactions. The following schedule shows the amount of leases and collateralized equipment loans ("financing transactions") originated (in thousands):