10QSB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2007
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to               .

Commission file number: 001-32161

Elixir Gaming Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	91-1696010
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification no.)

1120 Town Center Dr, Ste 260
Las Vegas, NV 89144

(Address of principal executive offices, including zip code)

(702) 733-7195
(Registrant’s telephone number, including area code)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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  x   NO  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  o   NO  x

The number of shares of registrant’s common stock outstanding as of May 3, 2007 was 33,858,654

Transitional Small business disclosure Format (check one):     YES  o   NO  x

ELIXIR GAMING TECHNOLOGIES, INC.

(FORMERLY VENDINGDATA CORPORATION) AND SUBSIDIARIES FORM 10-QSB

TABLE OF CONTENTS

			PAGE
PART I – FINANCIAL INFORMATION			4
	ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS		4
		Balance Sheets	4
		Statements of Operations and Deficit	5
		Statements of Cash Flows	6
		Notes to Consolidated Financial Statements	7
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.		11
		OVERVIEW	12
		RESULTS OF OPERATIONS	12
		LIQUIDITY AND CAPITAL RESOURCES	15
		CRITICAL ACCOUNTING POLICIES AND ESTIMATES	16
		RISK FACTORS	17
	ITEM 3.CONTROLS AND PROCEDURES		20
PART II – OTHER INFORMATION			22
	ITEM 6. EXHIBITS.		22

2

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-QSB/A (“Amendment No. 1”) is being filed to effect a restatement of the previously issued consolidated financial statements of Elixir Gaming Technologies, Inc. (formerly known as VendingData Corporation) (either the “Company,” “we” or “our”), as of and for the three months ended March 31, 2007. The purpose for and effects of the restatements are described in Note 10 to the condensed consolidated financial statements contained herein.

This Amendment No. 1 amends and restates Part I, Items 1, 2 and 3 of our Quarterly Report on Form 10-QSB for the three months ended March 31, 2007 in the form filed on May 15, 2007 (“Original Form 10-QSB”) to reflect the effects of the restatements described in Note 10 to the consolidated financial statements contained herein. The remaining information contained within this Amendment No. 1 consists of all other information contained in the Original Form 10-QSB. This Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-QSB or modify or update those disclosures in any way other than as required to reflect the effects of the restatements.

In addition, in accordance with Rule 12b-15 promulgated under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 also includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2 and 32.1 and 32.2.

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

ELIXIR GAMING TECHNOLOGIES, INC (FORMERLY VENDINGDATA CORPORATION) AND SUBSIDIARIES

Consolidated Balance Sheets

	March 31, 2007			December 31, 2006 (1)
	(As restated)
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,644,051		$	333,888
Current portion of accounts receivable, trade, net of allowance for uncollectibles of $258,000 and $267,154	1,992,369			1,856,898
Due from affiliate	180,903			138,181
Other receivables	2,355			—
Inventories	3,526,021			3,407,361
Prepaid expenses and other current assets	81,893			46,494
	10,427,592			5,782,822
Equipment rented to customers, net of accumulated depreciation of $58,803 and $67,673	50,654			94,777
Property and equipment, net of accumulated depreciation of $2,673,302 and $2,472,897	3,527,476			3,493,817
Intangible assets, net of accumulated amortization of $1,034,420 and $819,753	8,721,894			8,936,561
Goodwill	11,195,737			11,195,737
Accounts receivable, trade, net of current portion, less unamortized discount	246,830			358,841
Deferred expenses	444,669			450,404
Prepaid commission	6,010,148			—
Other assets	309,399			305,282
Total assets	$	40,934,399		$	30,618,241
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Deferred revenues, current portion	$	668		$	43,599
Short-term debt	534,614			3,676,600
Capital leases payable, current portion	443,995			440,719
Current portion of notes payable	1,300,000			299,494
Accounts payable	2,153,644			2,354,163
Accrued expenses	3,808,923			3,657,792
Customer deposits	174,925			14,257
	8,416,769			10,486,624
Deferred revenues, net of current portion	72,882			43,199
Leases payable, net of current portion	166,972			269,272
Deferred tax liability	1,765,383			1,765,383
Notes payable, net of current portion, net of debt discount of $2,532,463 and $2,837,911	10,217,472			13,955,613
	20,639,478			26,520,091
Stockholders’ equity:
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding	—			—
Common stock, $.001 par value, 70,000,000 shares authorized, 34,296,007 shares and 30,015,099 shares issued	34,297			30,016
Treasury stock 448,053 common shares at cost	(846,820		)	(846,820		)
Additional paid-in capital	122,398,711			106,221,270
Deferred compensation expense	(4,934,323		)	(8,348,483		)
Accumulated other comprehensive loss	(3,153		)	—
Deficit	(96,353,791		)	(92,957,833		)
Total stockholders’ equity	20,294,921			4,098,150
Total liabilities and stockholders’ equity	$	40,934,399		$	30,618,241

(1)The Company previously restated its consolidated financial statements as of and for the year ended December 31, 2006 by way of an Amendment No. 1 to Annual Report on Form 10-KSB/A for that year filed with the SEC on November 13, 2007.

See accompanying notes to consolidated financial statements.

4

ELIXIR GAMING TECHNOLOGIES, INC (FORMERLY VENDINGDATA CORPORATION) AND SUBSIDIARIES

Consolidated Statements of Operations and Deficit

(Unaudited)

	Three Months Ended March 31,
	2007			2006
	(As restated)
Revenues:
Sales	$	1,738,677		$	577,207
Rental	64,563			111,064
Non-gaming revenue	1,430,877			—
Other	166,656			24,229
	3,400,773			712,500
Operating expenses:
Cost of sales - gaming	1,487,063			714,802
Cost of sales - non-gaming	1,594,197			—
Selling, general and administrative	3,324,653			2,178,951
Research and development	262,758			222,138
	6,668,671			3,115,891
Operating loss	(3,267,898		)	(2,403,391		)
Other income (expense):
Interest expense	(628,063		)	(351,507		)
Other income	500,000			—
Net loss	$	(3,395,961	)	$	(2,754,898	)
Basic and dilutive net loss per share	$	(0.10	)	$	(0.16	)
Weighted average shares outstanding	32,359,950			17,689,358

See accompanying notes to consolidated financial statements.

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ELIXIR GAMING TECHNOLOGIES, INC (FORMERLY VENDINGDATA CORPORATION) AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2007				2006
	(As restated)
Cash flows from operating activities:
Net loss	$		(3,395,961	)	$	(2,754,898	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of property and equipment	144,228				119,517
Amortization of intangible assets	214,666				—
Amortization of deferred interest	14,251				16,561
Amortization of debt discount	296,935				39,258
Stock-based compensation expense	375,459				510,236
Loss on disposition of assets	—				(32,805		)
Write down of inventory	—				23,153
Increase in operating (assets) liabilities:
Trade accounts receivable	(68,536			)	255,975
Inventory	(79,751			)	135,469
Prepaid expenses and other current	97,336				365,776
Accounts payable	(231,627			)	(440,074		)
Accrued expenses, deferred revenues and other current liabilities	298,551				210,666
Net cash used in operating activities	(2,334,449			)	(1,551,166		)
Cash flows from investing activities:
Acquisition of intangibles	—				(238,465		)
Disposition of property, plant and equipment	—				90,292
Acquisition of property, plant and equipment	(93,259			)	—
Net cash used in investing activities	(93,259			)	(148,173		)
Cash flows from financing activities:
Repayment of leases payable	(99,024			)	(259,057		)
Repayment of notes payable	(297,490			)	—
Proceeds from sale of stock	4,484,385				233,862
Proceeds from subscriptions receivable	2,650,000				—
Proceeds from convertible debt	—				1,000,000
Net cash provided by financing activities	6,737,871				974,805
Increase (decrease) in cash and cash equivalents	4,310,163				(724,534		)
Cash and cash equivalents at beginning of period	333,888				935,243
Cash and cash equivalents at end of period	$		4,644,051		$	210,709
Supplemental cash flow information:
Non-cash investing and financing activities:
Warrants issued under securities purchase agreement	$		6,147,000
Loans converted into common stock, including $4,377,927 to a related party	$	5,877,927

See accompanying notes to consolidated financial statements.

6

ELIXIR GAMING TECHNOLOGIES, INC (FORMERLY VENDINGDATA CORPORATION) AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.Basis of presentation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles pursuant to the rules and regulations incorporated in Regulation S-B of the Securities and Exchange Commission (SEC) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of Elixir Gaming Technologies, Inc. (formerly VendingData Corporation), a Nevada corporation and its subsidiaries (the “Company”), for the respective periods presented. The results of operations for an interim period are not necessarily indicative of the results that may be expected for any other interim period or the year as a whole. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Amendment No. 1 to Annual Report on Form 10-KSB/A for the fiscal year ended December 31, 2006, filed with the SEC on November 13, 2007.

Reclassification

The Company has determined that approximately $2.5 million of previously recorded cash outflows from investing activities and inflows from financing activities should have been recorded as a non-cash transaction. The transaction consisted of the purchase of patents in exchange for the Company’s securities.

2.Segments

The Company currently operates in two business segments: (i) gaming operations and (ii) non-gaming operations, which consists of the Dolphin Advanced Technologies Pty Ltd (Dolphin^TM) medical and automotive sectors. The accounting policies of these segments are consistent with the Company’s policies for the unaudited condensed consolidated financial statements.

The table below presents information as to the Company’s revenues and operating loss by segment:

	Three Months Ended March 31,
	2007			2006
Revenues
Gaming operations	$	1,969,896		$	712,500
Non-gaming operations	1,430,877			—
Total Revenue	$	3,400,773		$	712,500
Operating income (loss)
Gaming operations	$	482,833		$	(2,302	)
Non-gaming operations	(163,320		)	—
Corporate/other	(3,587,411		)	(2,401,089		)
Total operating loss	$	(3,267,898	)	$	(2,403,391	)

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The segments identified for geographic region-based enterprise-wide data are as follows:

	Three Months Ended March 31,
	2007		2006
Asia	$	1,685,605	$	440,000
United States	221,992		272,500
Australia	1,430,877		—
Europe	40,696		—
Other	21,603		—
	$	3,400,773	$	712,500

For the three month period ended March 31, 2007, in the gaming sector, one customer represented 48.6% of total sales. Within the non-gaming sector the Company had one customer that represented 15% of sales.

3.Earnings (loss) per share

Basic loss per share is computed by dividing the reported net loss for the period by the weighted average number of common shares outstanding during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect.

4. Stock options

Current period stock option activity for the periods ended March 31, 2007 and 2006 is summarized below:

	Shares		Weighted Average Exercise Price		Remaining Contractual Term
			(per share)		(years)
Balance outstanding as of December 31, 2005	3,953,472		$	3.55	4.61
Granted	55,000
Exercised	(77,600	)
Forfeited or expired	(55,000	)
Balance outstanding as of March 31, 2006 (1)	3,875,872		$	2.06	4.55
Balance outstanding as of December 31, 2006	4,654,412		$	2.17	4.52
Granted	522,500
Exercised	(50,100	)
Forfeited or expired	(960	)
Balance outstanding as of March 31, 2007 (1)	5,125,852		$	2.20	4.57
Exercisable as of March 31, 2007	1,195,716		$	2.09	3.42

(1) Includes 1,050,000,share that are issued and vested only through a change in control provision.

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5 .Sale and issuance of stock and warrants

On March 28, 2007, the Company completed the sale of 1,625,000 shares of the Company’s common stock and warrants to purchase 1,625,000 shares of common stock to an institutional investor for the aggregate price of $4,306,250. The warrants are exercisable at an exercise price of $2.65 per share for a period of five years beginning on March 28, 2007. In addition, the Company has agreed to provide the investor with limited rights of first refusal to purchase its securities over a two-year period expiring no later than March 28, 2009. The Company also granted the investor certain registration rights requiring the Company to file a selling shareholder registration statement with the SEC by June 15, 2007, for purposes of registering the resale of the shares of the Company’s common stock issued to the investor pursuant to the transaction, including all shares that are issued, or may be issued, upon exercise of the warrants.

On January 25, 2007, the Company issued warrants to purchase up to 16,000,000 shares of the Company to our Asian distributor as an incentive to meet certain sales targets. These warrants were accounted for in accordance with FASB Emerging Issues Task Force Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. The warrants have a fair market value of $6,147,000 and are classified in the balance sheet as prepaid commissions and will be amortized to commission expense at a rate of 8% of the gross revenue generated by the distributor.

See also Note 9.

6.Acquisition

During the past year, the Company completed the acquisition of Dolphin. A portion of the consideration included convertible debt issued to a former principal of the business. The note was converted to shares in January 2007. Pursuant to a price resale guarantee associated with the acquisition, the Company remains obligated if the holder sells such shares at market for lesser of the guaranteed price of $3.50 per share. As of March 31, 2007, there were 2,614,286 shares remaining still subject to this guarantee.

The condensed pro forma, consolidated statement of operations for the three months ended March 31, 2006, as if the Dolphin acquisition had taken place as of January 1, 2006 is as follows:

Net Revenue	$	2,213,687
Operating expenses	4,253,078
Loss from operations	(2,039,391		)
Other expenses	366,289
Net loss	$	(2,405,680	)
Basic and dilutive loss per share	$	(0.14	)
Weighted average number of share	17,689,358

7.Contingencies

The Company is a party to certain claims, legal actions, and complaints, including a patent infringement action between the Company and one of its main competitors and the sales tax dispute discussed in the following paragraph. The Company cannot predict or estimate the likely outcome of any such litigation or other disputes and accordingly, no provision has been made for any minimum estimated losses with regard to such matters.

Sales tax audit.  In February 2004, the State of Nevada initiated a sales/use tax audit of the Company’s equipment lessors. As of this filing the State of Nevada has not made a determination if there has been a shortfall in the payment of the sales/use tax. The Company sold and leased back shufflers and Deck Checkers in prior years. The auditor for the State of Nevada is trying to determine at what level a sales/use tax needs to be collected. The Company now collects from our customers in Nevada and remits payments to the State of Nevada. If the State of Nevada determines that the sales of the products to the

9

leasing companies is the level at which sales/use tax should have been collected, liability of the leasing companies would be passed to the Company. The amount of the potential liability could range from a refund of $144,000 to the payment of sales/use tax with interest and penalties of up to $500,000. Accordingly, no provision has been made for any possible losses in connection with this matter. A hearing with the State of Nevada Department of Taxation originally scheduled for the fourth quarter 2006 has been postponed due to a change in the Department’s leadership. The Company intends to vigorously defend its position in this matter.

8.Income taxes

At March 31, 2007, the Company had net operating loss carryforwards for U.S. federal income tax purposes of approximately $(89,558,043) that may be available to offset against future taxable income. These operating loss carryforwards expire in the years 2010 through 2025. With respect to the U.S, no tax benefit has been reported in the financial statements for the current period or prior periods, and since the potential tax benefits of the net operating loss carryforwards are effectively offset by a 100% valuation allowance, as a result of significant uncertainties as to ability to realize them in the future because, as a result of the Company’s operating history, management is unable to conclude at this time that realization of such benefits is more likely than not. In addition, the Company may be limited in its ability to fully utilize these net operating loss carryforwards and realize any benefit therefrom in the event of certain ownership changes described in U.S. Internal Revenue Code Section 382.

The Company’s management also evaluated its positions taken in previously filed tax returns for all open years income tax provision in accordance with Financial Accounting Standards Board Interpretation 48 (FIN 48), Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109. Based on its evaluation, management believes that adopting FIN 48 did not have a material effect on the Company’s net operating loss carryforwards or the related deferred tax assets or the valuation allowance

9.Subsequent event

On May 3, 2007, the Company entered into an agreement with four investors for the Company’s sale of 600,000 shares of its common stock for the aggregate price of $1,650,000 ($2.75 per share). The transaction is expected to close before the end of May 2007, subject to the satisfaction of certain closing conditions, including the American Stock Exchange’s approval of an additional listing application for the common shares to be sold to the investors.

10.Restatements

The Company is restating its previously issued consolidated financial statements as of March 31, 2007, and for the quarter then ended, to correct errors which resulted from its failure to record expenses of certain warrants issued in connection with debt financings completed during the years ended December 31, 2003 and 2006, and the resulting effect on the quarter ended March 31, 2007. In addition, the Company corrected and reversed a contigent liability of $1.4 million as it did not meet the criteria under SFAS 141 Business Combinations. The Company previously restated its fiscal year 2006 consolidated financial statements pursuant to Amendment No. 1 to annual report on Form 10-KSB/A for the year ended December 31, 2006 filed with the SEC on November 13, 2007 (“2006 Amended Form 10-KSB”).

During 2006, the Company issued 2,600,000 warrants with an estimated fair value of $3,380,000 in conjunction with a $13 million financing. In connection with the preparation of the Company’s financial statements as of and for the year ended December 31, 2006 made part of the Company’s annual report on Form 10-KSB for year ended December 31, 2006 filed with the SEC on April 13, 2007, the Company failed to record the estimated fair value of these warrants as a “debt discount” and therefore failed to appropriately amortize the cost of these warrants subsequently over the life of the debt. In connection with the preparation of the Company’s financial statements made part of the Company’s quarterly report on Form 10-QSB as of and for the three months ended March 31, 2007 filed with the

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SEC on May 15, 2007, the Company made certain reclassifications to its December 31, 2006 balance sheet to record the warrants and a catch-up amortization entry was recorded as of March 31, 2007 to bring the total net deferred debt issuance cost current. In addition, in October 2003, the Company issued 900,000 warrants with an estimated fair value of $700,000 in conjunction with a $7,500,00 financing. At that time, the Company failed to record the estimated fair value of those warrants and amortize their cost over the life of the debt.

In its restated financial statements included in the 2006 Amended Form 10-KSB, the Company corrected the above-described errors. Also, in connection with the restatements included in the 2006 Amended Form 10-KSB, the Company determined that a $4,300,000 portion of goodwill associated with an acquisition conducted in 2006 should have been allocated to certain identifiable intangibles. The 2006 Amended Form 10-KSB reclassified the $4,300,000 of goodwill as an intangible asset. Also, the Company recorded a tax liability in the amount of $1.8 million for the differences between the assigned values and the tax basis of recognized assets in a business combination and corrected the contingent liability by $301,000.

In addition, the Company reversed a contingent liability in the amount of $1.4 million as it did not meet the criteria under SFAS 141 Business Combinations. The entry was originally recorded against additional paid in capital.

The financial statements and other financial information in this Amendment No. 1 have been restated to give effect in the first quarter of 2007 to the restatement of the fiscal year 2006 financial statements included in the 2006 Amended Form 10-KSB, described above. As summary of the effects of these restatements are shown in the following table:

For the three month period ended March 31,	2007			2006
Net loss, as originally reported	$	(4,135,547	)	$	(2,754,897	)
Amortization of debt discount	(264,621		)	—
Reversal of catch-up amortization	515,999			—
Reversal of previously expensed warrants	570,900			—
Amortization of intangibles	(82,692		)	—
Net loss, as restated	$	(3,395,961	)	$	(2,754,897	)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

CAUTIONARY STATEMENT

You should read the following discussion and analysis in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto contained elsewhere in this report. The information contained in this quarterly report on Form 10-QSB is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission, or SEC, including our annual report on Form 10-KSB for the year ended December 31, 2006 and subsequent reports on Form 8-K, which discuss our business in greater detail.

In this report we make, and from time to time we otherwise make, written and oral statements regarding our business and prospects, such as projections of future performance, statements of management’s plans and objectives, forecasts of market trends, and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements containing the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimates,” “projects,” “believes,” “expects,” “anticipates,” “intends,” “target,” “goal,” “plans,” “objective,” “should” or similar expressions identify forward-looking statements, which may appear in documents, reports, filings with the Securities and Exchange Commission, news releases, written or oral presentations made by officers or other representatives made by us to analysts, stockholders, investors, news organizations and others, and discussions with management and other of our representatives. For such statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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Our future results, including results related to forward-looking statements, involve a number of risks and uncertainties. No assurance can be given that the results reflected in any forward-looking statements will be achieved. Any forward-looking statement speaks only as of the date on which such statement is made. Our forward-looking statements are based upon assumptions that are sometimes based upon estimates, data, communications and other information from suppliers, government agencies and other sources that may be subject to revision. Except as required by law, we do not undertake any obligation to update or keep current either (i) any forward-looking statement to reflect events or circumstances arising after the date of such statement, or (ii) the important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or which are reflected from time to time in any forward-looking statement.

In addition to other matters identified or described by us from time to time in filings with the SEC, there are several important factors that could cause our future results to differ materially from historical results or trends, results anticipated or planned by us, or results that are reflected from time to time in any forward-looking statement. Some of these important factors, but not necessarily all important factors, include those matters included in the section “Risk Factors” further below. Please also refer to the section “Risk Factors” in our annual report on Form 10-KSB for the year ended December 31, 2006.

The Company owns or has rights to certain trademarks that it uses in connection with the sale of its products, including, but not limited to, the following: VendingData™, Deck Checker™, Random Ejection™, Random Plus™, PokerOne™, ChipWasher™, ShufflePro™, DeckSetter® and Dolphin™. This report also makes reference to trademarks and trade names of other companies.

OVERVIEW

Our strategy is to develop cost-effective niche products for the global gaming industry. We focus on products that increase the security, productivity and profitability of casino operations. Our strategy involves marketing certain of our products for sale (or rent), depending on the product, the geographic location of the customer and other factors. We rely on our internal sales staff and distributor relationships for the sale and rental of our products.

In July, 2006, we acquired all of the capital shares of Dolphin. Dolphin is engaged in the business of producing high-precision plastic injection molded components and associated tooling, including casino chips and plaques, for the gaming, medical and automotive industries. As a result of the Dolphin acquisition, we have two segments for financial reporting purposes, our gaming operations and our non-gaming operation, which consists of the Dolphin operations in the medical and automotive sectors.

Results of Operations

Comparison of Three Months Ended March 31, 2007 and 2006

For the three months ended March 31, 2007, we increased revenue by $2.7 million or 377% to $3.4 million compared to $0.7 million in the corresponding period in the prior year. This increase was primarily driven by an increase in casino chip revenue and non-gaming product revenue due to the acquisition of Dolphin in July 2006 and was partially offset by a decrease in shuffler products and DeckChecker sales. Lower sales and rentals of shuffler and DeckChecker products during the period were attributable to (a) US sales transitioning to a distributor based model and (b) Asian sales being transitioned to our new distributor, Elixir Group Limited (“Elixir”), a Hong Kong company wholly-owned by Melco International Development Limited (Melco). We expect that these sales channel changes will take time to develop traction in these markets. Gross margin decreased to 14% for the three months ended March 31, 2007 compared to the corresponding period in the prior year as a result of the increase in lower margin casino chip and non-gaming product revenue. Specific product line results for the three months ended March 31, 2007 and 2006 are provided below.

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	Three months ended March 31, 2007		Three months ended March 31, 2006		Percentage change
Shuffler Sales
Revenue	65,651		259,609		(75	)%
Gross Margin %	73	%	33	%	41	%
Shuffler Rentals
Revenue	43,788		72,134		(39	)%
Gross Margin %	88	%	86	%	2	%
DeckChecker Sales
Revenue	115,911		606,003		(81	)%
Gross Margin %	75	%	78	%	(3	)%
DeckChecker Rentals
Revenue	20,775		38,930		(47	)%
Gross Margin %	96	%	88	%	8	%
Casino Chips
Revenue	1,579,577		—		—
Gross Margin %	27	%
Non-gaming products
Revenue	1,430,877		—		—
Gross Margin %	(11	)%
Other
Revenue	144,194		(264,176	)	154	%
Gross Margin	(144,638	)	(656,926	)	76	%

Shuffler Sales. Revenue decreased $194,000, as a result of a decrease in unit sales from the corresponding period of the prior year. The decrease in unit sales was a result of the sales channel transition factors discussed above as well as our transition to a new shuffler product due out to the market in the second quarter of 2007. Gross margin improved to 73% for the three month period as a result of a decrease in costs associated with upgrading products as compared to the corresponding period in the prior year.

Shuffler Rentals. Rental revenue decreased $28,000 as a result of the decrease in the number of units installed for the same reasons as the decrease in DeckChecker sales.

DeckChecker Sales. The decrease in DeckChecker sales was primarily a result of transition issues related to moving Asian distribution to Elixir Gaming from our prior distributorship, during the three months ended March 31, 2007. Additionally, the sales price to our new distributor decreased which resulted in a decrease in our gross margin of 3%. We believe that the volume of future sales will offset any future decreases in margin. Domestically, our decision to transform our domestic sales to a distributor based model caused us to re-evaluate sales territories in anticipation of our hand-off of domestic sales to a new distributor.

Deck Checker Rentals. The decrease in Deck Checker rental revenue was the result of a decrease in units deployed for the same reasons as the decrease in DeckChecker sales. Our cost of sales included Deck Checker rental depreciation of $849 during the first quarter of 2006 a reduction from $4,764 for the same period of the prior year.

Casino Chips. The increase in revenue is a result of this product line being introduced during the second quarter of 2006 and revenue recognition from the sale of RFID chips to a casino in Macau. Our gross

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margin of 27% is expected to improve during the current fiscal year as sales and average sales prices increase.

Non-Gaming Products. With the acquisition of Dolphin in July 2006 there is additional revenue of $1,430,000 not related to the gaming business. This segment was not part of the Company during the same period in 2006. Over 80% of this revenue relates to the automotive line of business. Our negative gross margin on these sales is expected to improve as we improve our production efficiencies.

Other Income. The increase in other revenues was due to a decrease in sales returns and allowances which totaled $22,500 for the quarter ended March 31, 2007, compared to $288,404 during the corresponding period of the prior year as a result of returns of earlier versions of our shuffler products.

General and Administrative Expense

For the three months ended March 31, 2007, our general and administrative expenses increased 53% over the corresponding period of the prior year. This increase is primarily related to the following:

•An increase in share based compensation of $449,000 primarily due to the increase in stock options granted in the current period compared to the corresponding period of the prior year. We granted approximately 520,000 options in the three month period ended March 31, 2007 compared to 55,000 options in the corresponding period in the prior year.

•An increase in consulting and other professional fees of $453,000 as a result of the beginning of our implementation of new accounting software and an increase in accounting fees as we prepare to comply with Section 404A of Sarbanes-Oxley. We expect these costs to increase over the current fiscal year.

•An increase in wages and salaries of $446,000 as a result of the increase in headcount associated with the acquisition of Dolphin during the third quarter of 2006.

Research and Development Expense

For the three months ended March 31, 2007, research and development expenses were $263,000, or 18% more than the period ended March 31, 2006. The increase in research and development expenses was due to expenses related to the development of our ShufflePro and ChipWasher products.

Interest Expense

For the three months ended March 31, 2007, we incurred interest expenses of $628,000, a $277,000, an increase or 79% from the corresponding period of the prior year. The increase is primarily attributable to an increase in financing fees of approximately $431,000 related to the amortization of debt issuance costs of debt acquired in the prior year. This cost relates to the expensing of warrants issued in connection with the debt financing and is a non-cash expense. Please see note 1 in the Notes to the Consolidated Financial Statements. The remaining increase in interest expense was primarily attributable to the debt service related to our 8% senior secured note arrangement, Dolphin’s short term overdraft facilities and, for the first three months of 2006, the 9% senior secured notes, the 10% senior secured covertible notes and the $5 million 9% line of credit. In April 2007, we repaid principal in the amount of $2.15 million of outstanding debt with the proceeds from the stock sale described in Note 5, which will reduce our interest expense going forward.

Dolphin was acquired through a combination of cash and stock and did not utilize a debt component.

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LIQUIDITY AND CAPITAL RESOURCES

Our working capital has increased to $1,141,581 at March 31, 2007 compared to $(4,703,802) at December 31, 2006. The working capital improvement is attributable to the following:

•In January 2007, we completed sale of intellectual property related to the discontinued SecureDrop product line. The proceeds of the transaction totaled $500,000.

•In January 2007, Elixir purchased, for the aggregate price of $2.65 million, 1,000,000 shares of our common stock and warrants to purchase 16,000,000 shares of our common stock at exercise prices ranging from $2.65 to $5.50 per share for a period of 36 months beginning on December 31, 2007.

•On March 28, 2007, we completed a sale of 1,625,000 shares of common stock at $2.65 per share for total proceeds of $4,306,250.

In addition, on May 3, 2007, we entered into an agreement with four investors for our sale of 600,000 shares of our common stock for the aggregate price of $1,650,000 ($2.75 per share). The transaction is expected to close in mid-May 2007 subject to the satisfaction of certain closing conditions, including the American Stock Exchange’s approval of an additional listing application for the common shares to be sold to the investors.

We have historically incurred losses from operations. During the fiscal year ended December 31, 2006 and the three months ended March 31, 2007, we incurred negative cash flow from operations of ($7,709,812) and ($2,334,449), respectively. We expect to continue to experience negative cash flow from operations until such time as we are able to substantially increase revenues and control expenses at levels that will allow us to operate on a cash flow positive basis. Our Company’s ability to maintain adequate liquidity in the medium-to-long term will be impacted by any continuing losses from operations and management’s plans to address and overcome prior operating losses. Management has developed and refined its 2007 operating plan to increase its sales through the rollout of new shuffler products, sale of its high frequency RFID casino chip product to new casino openings in Macau, and improving its sales efforts domestically and internationally through newly announced distributorship arrangement with Elixir in Asia and TCSJohnHuxley in Europe. Management continues in its efforts to reduce operating costs through the transfer of manufacturing operations to China. Management has focused on financial condition and liquidity improvements through its capital raising efforts in 2006 and earlier, resulting in improved cash and working capital position. While management continues in its endeavors to attain a profitable level of operations, there can be no assurance that we will be able to substantially increase revenues and control expenses at levels that will allow us to operate on a cash flow positive basis.

Pursuant to a price resale guarantee associated with the acquisition, the Company remains obligated for up to $1,404,241 until July 12, 2008, if the holder sells such shares at market for lesser of the guaranteed price of $3.50 per share or 90% of the average closing price for a period of ten consecutive trading days immediately prior to such sale, which obligation has been recorded as part of the purchase price.

We believe that our existing cash and cash equivalents together with expected cash generated by operations and the two recent equity financing described above, will be sufficient to meet our working capital needs, capital expenditures, and commitments through the end of fiscal 2007. In the event it is not sufficient, we will endeavor to raise additional required funds through various financing sources, including the sale of our equity and debt securities and the procurement of commercial debt financing. However, as result of our present level of debt and certain restrictions on our ability to incur additional indebtedness under our existing credit agreement, it is unlikely we will be able to obtain additional debt-based capital, unless a significant portion of the proceeds are used to retire existing debt. There can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to expand or continue our business as desired and operating results may be adversely affected.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Following is a summary of what our management believes are the critical accounting policies related to our operations. The application of these policies, in some cases, requires management to make subjective judgments and estimates regarding the effect of matters that are inherently uncertain. See Note 1, “Description of Business and Significant Accounting Policies,” to financial statements included in this annual report for a more detailed discussion of our accounting policies. Except as described below, we do not employ any critical accounting policies selected from among available alternatives or that require the exercise of significant management judgment to apply, and we believe none of our estimates are so highly uncertain or susceptible to change as to present a significant risk of a material impact on our financial condition or operating performance.

Allowance for Doubtful Accounts.

In connection with the preparation of our financial statements, management reviews and evaluates the collectability of our trade receivables and adjusts our allowance for estimated uncollectible accounts as deemed necessary in the circumstances. These estimates have the potential for critically affecting the determination of results of operations for any given period. Factors considered by management in making such estimates and adjustments include any concentrations among customers, changes in our relationships therewith, payment history and the apparent financial condition of our customers.

Revenue Recognition.

We recognize revenue from the sale of our shuffler and Deck Checker products upon shipment against customer contracts or purchase orders. Sales are recognized immediately when shufflers that are rented are converted to purchases depending on the creditworthiness and payment history of the casino company since payment terms are from 20 to 48 months.

We recognize revenue from the sale of our casino chip and RFID casino chip products upon shipment against customer contracts or purchase orders.

We recognize revenue from our sales to independent distributors upon shipment against distributor contracts or purchase orders of our product.

Revenue from shuffler rentals is recorded at the first of each month in accordance with rental contract terms. All rental contracts are cancelable upon 30-day written notice by the customer. Maintenance expense for rental units is recorded in the period it is incurred.

The extended warranty and maintenance components that are part of long term sales contracts are unbundled and recognized as deferred revenue amortized over the remaining life of the sales agreement after the initial 90-day warranty as required by the Emerging Issues Task Force Issue No. 00–21, Revenue Arrangements with Multiple Deliverables.

We provide currently for estimated warranty repair costs associated with sales contracts. Although there are no extended warranties offered for our products, and our recorded warranty liability is, therefore, not material, we do provide for maintenance contracts that are billed and recognized on a monthly basis.

If the customer does not possess the required creditworthiness or an established payment history with us, we would then book the revenue as an installment sale and recognize it over time as payments are received.

Although sales are not generally made with a right to return, upon occasion, usually associated with the performance warranty, sales returns and allowances are recorded after returned goods are received and inspected.

We also recognize revenue on bill and hold transactions when the product is completed and is ready to be shipped and the risk of loss is transferred to the customer. In a certain case, at the customers’ request, we store the product for a brief period of time. Management evaluates the criteria set forth in SAB 104

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related to “bill-and-hold” transactions, precedent to revenue recognition whenever delivery has not occurred.

Intangible Assets.

We currently amortize our intangible assets (patent and technology rights) on a straight-line basis over currently estimated useful lives of 10 years. Management believes that the useful life of patents and technology rights equals the full term of the patent.

Legal defense costs

We do not accrue for future litigation defense costs, if any, to be incurred by us in connection with outstanding litigation and other disputed matters but, instead, record such costs as the related legal and other services are rendered.

Recent Accounting Pronouncements

In September 2006, Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 will become effective for financial statements issued for fiscal years beginning after November 15, 2007. In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115, which will permit the option of choosing to measure certain eligible items at fair value at specified election dates and report unrealized gains and losses in earnings. SFAS No. 159 will become effective for us for financial statements issued for periods beginning in 2008. We are currently evaluating the effect that SFAS Nos. 157 and 159, if any, will have on our financial position, results of operations and operating cash flows.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

RISK FACTORS

We may require additional funding in the future to continue to operate our business. Our working capital has increased to $2,010,823 at March 31, 2007 compared to $(4,703,802) at December 31, 2006. In addition, we have entered into an agreement in May 2007 to sell 600,000 common shares to four investors for the aggregate purchase price of $1.65 million.

We believe that the proposed financing, in addition to our existing cash and cash equivalents together with expected cash generated by operations, will meet our working capital needs, capital expenditures, and commitments through the end of fiscal 2007. In the event it is not sufficient, we will endeavor to raise additional required funds through various financing sources, including the sale of our equity and debt securities and the procurement of commercial debt financing. However, as result of our present level of debt and certain restrictions on our ability to incur additional indebtedness under our exiting credit agreements, it is unlikely we will be able to obtain additional debt-based capital, unless a significant portion of the proceeds are used to retire existing debt. There can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to expand or continue our business as desired and operating results may be adversely affected. Any debt financing will increase expenses and must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the following results may occur:

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•the percentage ownership of our existing stockholders will be reduced;

•our stockholders may experience additional dilution in net book value per share; or

•the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.

We have a history of significant operating losses and anticipate continued operating losses for at least the near term. For the three months ended March 31, 2007 and the years ended December 31, 2006 and 2005, we have incurred net losses of $3,395,961, $14,605,762 and $23,401,529, respectively, and our operations have used $2,334,449, $7,709,812 and $10,085,798 of cash, respectively. As of March 31, 2007, December 31, 2006 and December 31, 2005, we had accumulated deficits of $96,353,791, $92,957,833 and $78,352,071, respectively. Based on our presently known commitments and plans, we believe that we have sufficient funding through the end of 2007. If we are unable to generate additional funds from operational cash flow, we will be required to locate additional sources of capital from private or public placements of debt or equity, or from institutional or other lending sources. If our revenues do not increase very substantially, or if our spending levels exceed our expectations, we will not become profitable. Revenues may not grow in the future, and we may not generate sufficient revenues for profitability. If we become profitable, we may not be able to sustain profitable operations.

Our leased shufflers are more susceptible to replacement by customers. All of our leased shufflers are placed with customers under short-term lease arrangements, which, unlike long-term leases or permanent sales of our products, can easily be terminated by a customer. The manner in which such short-term leases are structured puts our shufflers at greater risk of replacement due to pressure from competitors, changes in economic conditions, obsolescence and declining popularity. Casino operators may terminate the use of our products, and we may not be able to maintain and expand the number of installed shufflers through enhancement of existing shufflers, introduction of new shufflers, customer service or otherwise.

We may be unable to adequately protect our intellectual property right. Our success depends upon maintaining the confidentiality and proprietary nature of our intellectual property rights. Our ability to compete may be damaged, and our revenues may be reduced if we are unable to protect our intellectual property rights adequately. To protect these rights, we rely principally on a combination of:

•contractual arrangements providing for non-disclosure and prohibitions on use;

•patents and pending patent applications;

•trade secret, copyright and trademark laws; and

•certain built-in technical product features.

Patent, trade secret, copyright and trademark laws provide limited protection. The protections provided by laws governing intellectual property rights do not prevent our competitors from developing, independently, products similar or superior to our products and technologies. In addition, effective protection of copyrights, trade secrets, trademarks, and other proprietary rights may be unavailable or limited in certain foreign countries. We may be unaware of certain non-publicly available patent applications, which, if issued as patents, could relate to our services and products as currently designed or as we may modify them in the future. Legal or regulatory proceedings to enforce our patents, trademarks or copyrights could be costly, time consuming, and could divert the attention of management and technical personnel.

It is possible that our future products will be the subject of future patent litigation if the products are sold and installed in the United States and, if commenced, could subject us to continuing litigation costs and risks. To the extent that we introduce new products that incorporate the same or similar

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technology, it is likely that a competitor will bring one or more claims against us seeking damages, injunctive or other equitable relief, or both. We cannot predict the outcome of any present or future litigation that may occur.

If our future products incorporate technology that infringes the proprietary rights of third parties and we do not secure licenses from them, we could be liable for substantial damages that would cause a material reduction in revenues and impair our prospects for achieving growth and profitability.

In furtherance of the development of our services or products, we may need to acquire licenses for intellectual property to avoid infringement of third party rights or claims of infringement. These licenses may not be available on commercially reasonable terms, if at all. Claims for infringement, if made, could damage our business prospects, our results of operations and financial condition, whether or not the claims have merit, by:

•consuming substantial time and financial resources required to defend against them;

•diverting the attention of management from growing our business and managing operations;

•resulting in costly litigation; and

•disrupting product sales and shipments.

If any third party prevails in an action against us for infringement of its proprietary rights, we could be required to pay damages and either enter into costly licensing arrangements or redesign our products so as to exclude the infringing technology. As a result, we would incur substantial costs and delays in product development, sales and shipments, our revenues may decline substantially and we may not be able to achieve the growth required for us to achieve profitability

We rely on distributors in international markets, and our limited sales experience in foreign countries could cause us to lose sales. Substantially all sales of our products outside the U.S. are achieved through distributor relationships, and by the second half of 2007, our U.S. sales will also be achieved through a distributor relationship. We believe the distributors that we have engaged are experienced and reputable; however, if we are unable to manage these relationships, our ability to generate revenue and profits in the non-U.S. market may be adversely affected. To the extent that we engage in direct sales outside the U.S., we have limited sales experience and history in foreign markets.

Our management holds a controlling interest in our common stock, giving our management significant power to control matters submitted to our stockholders. As of May 3, 2007, our executive officers and members of our board beneficially own approximately 10,851,865 shares of common stock, or approximately 32% of the outstanding shares of our common stock. Accordingly, these stockholders have the power to significantly influence all matters requiring approval by our stockholders, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may make it more difficult for non management stockholders to effect substantial changes in our company, and also has the effect of delaying, preventing or expediting, as the case may be, a change in control of our company.

Our board of directors may issue blank check preferred stock, which may affect the voting rights of our holders and could deter or delay an attempt to obtain control of us. Our board of directors is authorized, without stockholder approval, to issue preferred stock in series and to fix and state the voting rights and powers, designation, preferences and relative, participating, optional or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof. Preferred stock may rank prior to our common stock with respect to dividends rights, liquidation preferences, or both, and may have full or limited voting rights. Accordingly, issuance of shares of preferred stock could adversely affect the voting power of holders of our common stock and could have the effect of deterring or delaying an attempt to obtain control of us.

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ITEM 3.CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls. In connection with the preparation of this Amendment No. 1, our management, with the participation of our chief executive officer and chief financial officer, conducted, as of October 2007, an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2007. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on their current evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2007, for the reasons described below.

In connection with the completion of its audit of, and the issuance of its report on, our fiscal year 2006 consolidated financial statements included in our original annual report on Form 10-KSB for the year ended December 31, 2006 filed with the SEC on April 13, 2007 (“Original 2006 Form 10-KSB”), our independent registered public accounting firm, Piercy Bowler Taylor & Kern, identified a significant deficiency and two material weaknesses in our internal controls. The significant deficiency concerned authorization of payment of vendor invoices. The material weaknesses included: (i) our inability to properly control financial records and analyses, which was evident in connection with our acquisition of Dolphin, to assure the proper allocation of purchase price to the net assets acquired, and (ii) the collective experience of our personnel responsible for financial reporting.

Prior to the April 2007 filing of our Original 2006 Form 10-KSB, management initiated preliminary remediation steps to address the material weaknesses and the significant deficiency identified. These remediation steps included planning for and documenting the implementation of formal disclosure checklist processes and procedures to ensure that there is proper authorization of payment on vendor invoices. We also initiated a search for an addition to our accounting team with strong public accounting financial reporting experience. During the second quarter of fiscal 2007, we strengthened our financial organization by hiring an additional member to our management team, with extensive experience in SEC reporting and GAAP, who will be responsible for providing added training and financial discipline to the financial reporting process.

In August 2007, we became aware of certain errors in reporting of our financial statements for the quarter ended March 31, 2007. For further discussion regarding the errors, see Note 10 to the condensed consolidated financial statements included in this Amendment No. 1. Prior to their discovery, we had already taken steps to remediate the deficiencies that underlay these reporting errors, including the hiring of the above-described member to our management team, with extensive experience in SEC reporting and GAAP. We also added to our accounting staff, a certified public accountant formerly with a “Big Four” auditing firm and with significant experience in SEC reporting and GAAP. We are continuing to assess and strengthen our financial organization by seeking additional qualified staff. Additionally, we are training other appropriate personnel in the required approach and documentation standard for each key account analysis.

In October 2007, and in connection with the restatement of our financial statements for the quarter ended March 31, 2007, a re-evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2007. Based on that re-evaluation, our management, including our chief executive officer and chief financial officer, has concluded that our disclosure controls and procedures were not effective as of March 31, 2007 as a result

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of the improper accounting for warrants and financing fees and the improper amortization of certain costs, as described above.

(b)Changes in Internal Control. During the quarter ended March 31 2007, we implemented the changes to our internal controls described above. No other change in our internal control over financial reporting occurred during the quarter ended March 31 2007, that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 6. EXHIBITS.

(a)Exhibits.

10.1	Securities Purchase Agreement (1)
10.2	Registration Rights Agreement (1)
31.1	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

(1)  Filed as an exhibit to the Company’s quarterly report on Form 10-QSB for the three months ended March 31, 2007 filed with the SEC on May 15, 2007.

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SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ELIXIR GAMING TECHNOLOGIES, INC. (FORMERLY KNOWN AS VENDINGDATA CORPORATION)
		(Registrant)
Date:	November 12, 2007	By:	/s/ Gordon Yuen
			Gordon Yuen
		Its:	President, Chief Executive Officer and   Treasurer (Principal Executive Officer)
Date:	November 12, 2007	By:	/s/ David R. Reberger
			David R. Reberger
		Its:	Chief Financial Officer and Secretary   (Principal Financial Officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Section 302 Certification

I, Gordon Yuen, certify that:

1.             I have reviewed this Amendment No. 1 to the quarterly report on Form 10-QSB of Elixir Gaming Technologies, Inc. (formerly known as VendingData Corporation);

2.             Based on my knowledge, this quarterly 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 report;

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

4.             The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)         Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c)         Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s fiscal quarter presented in this report that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.             The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial data information; and

b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: November 12, 2007	By:	/s/  Gordon Yuen
		Gordon Yuen, President, Chief Executive Officer and Treasurer  (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

Section 302 Certification

I, David R. Reberger, certify that:

1.             I have reviewed this Amendment No. 1 quarterly report on Form 10-QSB of Elixir Gaming Technologies, Inc. (formerly known as VendingData Corporation);

2.             Based on my knowledge, this quarterly 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 report;

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

4.             The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)         Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

c)         Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s fiscal quarter presented in this report that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.             The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial data information; and

b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: November 12, 2007	By:	/s/ David R. Reberger
		David R. Reberger
		Chief Financial Officer  (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Amendment No. 1 to Quarterly Report of Elixir Gaming Technologies, Inc. (formerly known as VendingData Corporation) (the “Company”) on Form 10-QSB for the quarterly period ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Gordon Yuen, President and Chief Executive Officer of the Company, and David R. Reberger, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

By:	/s/ Gordon Yuen	Dated:	November 12, 2007
	Gordon Yuen
Title:	President, Chief Executive Officer and   Treasurer (Principal Executive Officer)
By:	/s/ David R. Reberger	Dated:	November 12, 2007
	David R. Reberger
Title:	Chief Financial Officer and Secretary   (Principal Financial Officer)

This certification is made solely for the purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.