8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 21, 2008

ELIXIR GAMING TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-25855	91-1696010
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

6650 Via Austi Parkway, Suite 170
Las Vegas, Nevada 89119

(Address of principal executive offices)

(702) 733-7195

 (Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 Entry into a Material Definitive Agreement.

On April 21, 2008, Elixir Gaming Technologies, Inc. (the “Company”) issued a press release announcing that on the same day it had entered into a Trade Credit Facility Agreement (the “Agreement”) with Elixir International Limited (“Elixir International”).  Elixir International is a wholly-owned subsidiary of the Company’s principal shareholder, Elixir Group Limited.  The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this Item 1.01 and the below Item 2.03 by reference.

The Company and Elixir International entered into the Agreement for the purpose of providing for a formal structure pursuant to which Elixir International may, from time to time at its option, provide trade credits for electronic gaming machines offered to the Company in exchange for the Company’s issuance of unsecured notes to Elixir International bearing interest at a fixed rate of eight percent (8%) per annum.  Title of any gaming machines offered in exchange for the notes passes to the Company upon issuance of the notes.

Upon entering into the Agreement, the Company immediately issued the first note pursuant to the terms of the Agreement in the principal amount of $15,000,000 (the “Initial Advance”).  The Initial Advance extinguished an existing current trade payable of equivalent amount to Elixir International in respect to gaming machines previously acquired.

The Company is obligated to repay the principal, plus any accrued interest thereon, of the Initial Advance in 24 equal monthly installments after the date of issue.  However, the Initial Advance is subject to demand by Elixir International for immediate payment of any outstanding sums owed under it to Elixir International if there is either (i) an Event of Default (defined below) or (ii) a Change of Control (defined below).  The Company and Elixir International expect that any further notes issued pursuant to the Agreement will be repaid in 24 equal monthly installments after the date of issue.  However, any further notes, if issued, will be subject to demand by Elixir International for immediate payment of any outstanding sums owed under them to Elixir International at anytime and in the sole discretion of Elixir International.

While it is the intention of the Company and Elixir International that further notes will be issued, the Agreement does not include a commitment on the part of Elixir International and all further borrowings by the Company are subject to the approval of Elixir International in its sole discretion.  There can be no assurance of any further amount of credit obtainable by the Company under the Agreement.

An “Event of Default” occurs pursuant to the Agreement if, among other things, (i) the Company defaults in the payment when due of any principal or interest on any note issued pursuant to the Agreement; or (ii) the Company becomes insolvent or generally fails to pay or admit in writing its inability to pay its debts as they become due; or the Company applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for itself or any of its property, or makes a general assignment for the benefit of its creditors; or a trustee, receiver or other custodian will otherwise be appointed for the Company or any of its assets and not be discharged within thirty (30) days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding will be commenced by or against the Company and be consented to or acquiesced in by the Company or remain undismissed for thirty (30) days; or the Company will take any corporate action to authorize, or in furtherance of, any of the foregoing; or (iii) any judgments, writs, warrants of attachment, executions or similar process (not undisputedly covered by insurance) in an aggregate amount in excess of $100,000 will be issued or levied against the Company or any of its assets and will not be released, vacated or fully bonded prior to any sale and in any event within thirty (30) days after its issue or levy; or (iv) the Company becomes subject to pending or

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threatened litigation, arbitration or a governmental litigation or proceeding, not previously disclosed to Elixir International, and such action could have a material adverse affect on the operation or financial condition of the Company.

A “Change of Control” occurs pursuant to the Agreement if, among other things, after April 21, 2008: (i) any person or two or more persons acting in concert (other than Elixir International or its affiliates) acquire beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing 50% or more (on a fully-diluted basis) of the combined voting power of all securities of the Company (other than securities owned by Elixir Group Limited or its affiliates) entitled to vote in the election of directors; or (ii) the sale of substantially all of the assets of the Company; or (iii) any sale of securities of the Company by Elixir Group Limited or its affiliates or any issuance of new securities by the Company resulting in the combined voting power of all securities of the Company (on a fully-diluted basis) owned by Elixir Group Limited or its affiliates falls below 30%.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above regarding the Agreement is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
The following exhibits are filed with this report:
Exhibit 99.1	Press release dated April 21, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ELIXIR GAMING TECHNOLOGIES, INC.
Dated: April 25, 2008	/s/ David R. Reberger
	David R. Reberger, Chief Financial Officer

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EX-99.1

Exhibit 99.1

Press Release      Source: Elixir Gaming Technologies, Inc.

Elixir Gaming Technologies Secures
Trade Credit Facility with Elixir International

Monday April 21, 9:15 am ET

- Facility to Fund Gaming Machine Placements

on a Participation Basis in Asian Markets -

LAS VEGAS—(BUSINESS WIRE)—Elixir Gaming Technologies, Inc. (AMEX:EGT - News) (“Elixir Gaming”) announced today that it has secured a trade credit facility with Elixir International in respect to the purchase of gaming machines from Elixir International. Under the terms of the financing, Elixir Gaming would purchase electronic gaming machines from Elixir International in return for Elixir Gaming’s issuance of unsecured notes to Elixir International bearing interest at a fixed rate of 8% per annum. The Company expects to repay the notes in 24 equal monthly installments after the date of issue. Title of the machines will pass to Elixir Gaming upon its issuance of the Notes. The first note issued by Elixir Gaming is for $15 million and will be used to extinguish an existing current trade payable to Elixir International in respect to gaming machines previously acquired.

David Reberger, Chief Financial Officer of Elixir Gaming, commented, “Elixir Gaming has achieved rapid success in contracting for and placing electronic gaming machines on a participation model throughout Asia requiring significant capital expenditure on gaming machines. This agreement with the subsidiary of our principal shareholder, Elixir International, provides us with a new avenue of funding to continue to execute on our plan to place gaming machines on a participation basis across Asia. We value the support of Elixir International in granting this trade credit facility.”

While it is the intention of the Elixir Gaming and Elixir International that further notes will be issued, the trade credit facility does not include a commitment on the part of Elixir International and all further borrowings by Elixir Gaming under the trade credit facility are subject to the approval of Elixir International in its sole discretion. There can be no assurance of any further amount of credit obtainable by Elixir Gaming under the agreement. In the event that any further notes are issued by Elixir Gaming they may be repayable on demand by Elixir International.

About Elixir Gaming Technologies, Inc.

Elixir Gaming Technologies Inc. (AMEX:EGT - News) is a member of Elixir Group, an innovator of gaming technology solutions and a wholly owned subsidiary of Melco International

Development Limited. Elixir Gaming, in collaboration with Elixir International (which is also a member of Elixir Group), secures long-term contracts to provide comprehensive turn-key solutions to 3, 4 and 5 star hotels, cruise ships and other well-located venues throughout Asia that seek to offer casino gaming products. Elixir International assists the venue and venue owner with the licensing and regulatory process, physical casino design, construction management, slot and game floor design layout, purchases the gaming machines and systems from the industry’s leading gaming equipment suppliers and installs the gaming machines and systems such that the casino is delivered in a fully operational state. Elixir Gaming retains ownership of the gaming machines and systems and receives recurring daily fee of at least 20% of the net gaming win per machine and provides on-site maintenance. The Company has established a strategic presence in the Asia Pacific region with participation contracts in the Philippines, Cambodia, Vietnam and other Asian markets. For more information please visit www.elixirgaming.com.

Forward Looking Statements

This press release report contains forward-looking statements concerning Elixir Gaming Technologies (“Elixir Gaming”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those forward-looking statements include statements regarding expectations for the business relationship between Elixir Gaming and Elixir International, including Elixir Gaming’s ability to acquire meaningful amount of trade credit under the Elixir International trade credit facility, the recurring revenue that may develop from the relationship with Elixir Gaming and Elixir International, and Elixir Gaming’s expectations for future revenue. Such statements are subject to certain risks and uncertainties, and actual circumstances, events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include, but are not limited to, risks related to Elixir Gaming’s inability to acquire meaningful amount of trade credit under the Elixir International trade credit facility, Elixir International’s inability to place gaming machines at significant levels, risks relating to whether the gaming machines placed generate the expected amount of net-win and risks related to the ability of Elixir Gaming to collect revenue and protect its assets. Elixir Gaming cautions readers not to place undue reliance on any forward-looking statements. Elixir Gaming does not undertake, and specifically disclaims any obligation, to update or revise such statements to reflect new circumstances or unanticipated events as they occur.

Contact:

Jaffoni & Collins Incorporated

Richard Land, Dave Jacoby

212-835-8500

egt@jcir.com